Common use of No Solicitation by Parent Clause in Contracts

No Solicitation by Parent. (a) Parent shall not directly or indirectly, and shall not authorize or permit any of its Subsidiaries or any Representative directly or indirectly to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action that could reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) Parent shall not directly not, nor shall it authorize or indirectlypermit Sub to, and nor shall not it authorize or permit any of its Subsidiaries officer, director or employee of, or any Representative investment banker, attorney, accountant or other advisor or representative (collectively, “Representatives”) of, Parent or Sub to, directly or indirectly toindirectly, (i) solicit, initiate, encourage, induce initiate or facilitate encourage the making, submission or announcement of any Parent Acquisition Takeover Proposal (as defined in Section 5.02(e)), (ii) enter into any agreement with respect to any Parent Takeover Proposal or (iii) 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 could constitutes, or may reasonably be expected to lead to, any Parent Takeover Proposal. Notwithstanding the foregoing, at any time prior to a receipt of the Parent Acquisition ProposalStockholder Approval, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a bona fide written Parent Acquisition Takeover Proposal that the Parent Board determines, in good faith (based on the written advice of the Parent’s independent financial advisor) constitutes or an inquiry or indication of interest that could is reasonably likely to lead to a Superior Parent Acquisition Proposal, and which Parent Takeover Proposal was not solicited by Parent and that did not otherwise result from a breach or a deemed breach of this Section 5.02(a), Parent may, if the Parent Board determines in good faith (iiibased on the written opinion of outside counsel) engage in discussions or negotiations that the failure to do so would cause the Parent Board to violate its fiduciary duties under applicable Law, and subject to providing prior written notice of its decision to take such action to the Company and compliance with any Person Section 5.02(c), (x) furnish information with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard person making such Parent Takeover Proposal and its Representatives pursuant to a customary confidentiality agreement and (y) participate in discussions but not negotiations with such person and its Representatives regarding such Parent Acquisition Takeover Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representative or affiliate of Parent or its SubsidiariesSub, whether or not such Representative person is purporting to act on behalf of Parent or any Subsidiary of ParentSub or otherwise, shall be deemed to constitute be a breach of this Section 4.5 5.02(a) by Parent. Parent shall, and shall cause its Representatives to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, a Parent Takeover Proposal.

No Solicitation by Parent. (a) Subject to Section 5.4(b) and Section 5.4(d), during the Interim Period, Parent shall not directly or indirectlynot, and nor shall not it authorize or permit any of its the Parent Subsidiaries or any Representative of its or their respective Representatives to, directly or indirectly toindirectly, except as otherwise provided below: (i) solicit, initiateinitiate or knowingly encourage or knowingly facilitate (including by way of furnishing any non-public information relating to Parent or any Parent Subsidiary), encourage, or knowingly induce or facilitate knowingly take any other action which would reasonably be expected to lead to the making, submission or announcement of, any proposal or inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the provisions contained in this Section 5.4, enter into, continue or participate in any Parent discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action that could reasonably be expected to lead knowingly facilitate or knowingly induce any effort or attempt to a Parent make or implement an Acquisition ProposalProposal (including any Acquisition Proposal received prior to the date of this Agreement); (iii) approve, (ii) furnish any information regarding Parent endorse or its Subsidiaries to any Person in connection with or in response to a Parent recommend an Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an inquiry Acquisition Proposal or indication requiring Parent to abandon or terminate its obligations under this Agreement, or enter into any of interest that could lead the foregoing; or (iv) agree, resolve or commit to a do any of the foregoing. Parent Acquisition Proposalshall, (iii) engage in and shall cause the Parent Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Parent Acquisition Proposal, . Parent shall promptly deny to any third party access to any data room (ivvirtual or actual) approve, endorse or recommend containing any Parent Acquisition Proposal or (v) enter into confidential information previously furnished to any letter of intent or similar document or any Contract contemplating or otherwise such third party relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) From the date of this Agreement until the earlier of the First Effective Time and the termination of this Agreement, except as otherwise set forth in this Section 7.02, Parent shall not not, and shall cause its Subsidiaries and its and its Subsidiaries’ respective directors and officers to not, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other respective Representatives to not, directly or indirectly, and shall not authorize or permit any of its Subsidiaries or any Representative directly or indirectly to, (i) solicit, initiate, encourageknowingly facilitate or knowingly encourage (including by way of furnishing information) any inquiries regarding, induce or facilitate the making, making or submission or announcement of any Parent Acquisition Proposal or take any action that could reasonably be expected to lead to a Parent Acquisition Proposal, (ii) (A) enter into or participate in any discussions or negotiations regarding, (B) furnish any information regarding Parent or its Subsidiaries to any Person Third Party any information, or (C) otherwise assist, participate in, knowingly facilitate or knowingly encourage any Third Party, in each case, in connection with or in response to a Parent Acquisition Proposal for the purpose of knowingly encouraging or an inquiry or indication of interest that could lead to facilitating, a Parent Acquisition Proposal, (iii) engage approve, recommend or enter into, or publicly or formally propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in discussions principle (whether written or negotiations with any Person oral, binding or nonbinding) with respect to any a Parent Acquisition Proposal, (iv) approve(A) withdraw or qualify, endorse amend or recommend modify in any manner adverse to the Company the Parent Board Recommendation, (B) fail to include the Parent Board Recommendation in the Parent Circular or (C) recommend, adopt or approve or publicly propose to recommend, adopt or approve any Parent Acquisition Proposal (any of the foregoing in this clause (iv), a “Parent Adverse Recommendation Change”) or (v) enter into take any letter action to make any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover laws and regulations of intent the State of Delaware, including Section 203 of the DGCL, inapplicable to any Third Party or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) Parent shall not directly or indirectlyagrees that (i) neither it nor any of its Subsidiaries shall, and it shall not authorize or permit any of its Subsidiaries officers, directors, employees, agents or representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any Representative of its Subsidiaries) to, and on becoming aware of it will stop such person from continuing to, directly or indirectly toindirectly, (i) solicit, initiateinitiate or encourage (including by way of furnishing nonpublic information), encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action that could reasonably be expected designed to lead facilitate, directly or indirectly, any inquiry, proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a tender or exchange offer, merger, consolidation, business combination, purchase or similar transaction or series of transactions (other than the transactions contemplated by this Agreement) involving, individually or in the aggregate, 15% or more of the assets, net revenues or net income of Parent and its Subsidiaries on a consolidated basis or 15% or more of any class of share capital of Parent (any such proposal, offer or transaction being hereinafter referred to as a "Parent Acquisition Proposal") or cooperate with or assist, participate or engage in any discussions or negotiations concerning a Parent Acquisition Proposal, ; and (ii) furnish it will immediately cease and cause to be terminated any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or existing negotiations with any Person parties conducted heretofore with respect to any of the foregoing; provided that nothing contained in this Agreement shall prevent Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the its Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (BA) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting Proposal or (B) prior to the generality Cutoff Date (as defined herein), providing information (pursuant to a confidentiality and standstill agreement in reasonably customary form with terms at least as favorable to Parent as the Confidentiality and Standstill Agreement and which does not contain terms that prevent Parent from complying with its obligations under this Section 7.3) to or engaging in any negotiations or discussions with any person or entity who has made an unsolicited bona fide written Parent Acquisition Proposal with respect to all the outstanding Parent Ordinary Shares or all or substantially all the assets of Parent that, in the good faith judgment of a committee composed solely of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary outside directors of Parent, taking into account the likelihood of financing, and based on the advice of a financial advisor of recognized national reputation, a written summary of which shall be deemed promptly provided to constitute the Company, is superior to the Merger (a breach "Parent Superior Proposal"), to the extent that committee of this Section 4.5 by the Board of Directors of Parent, after consultation with its outside legal counsel, determines that the failure to do so would be inconsistent with its fiduciary obligations.

No Solicitation by Parent. (a) From the date of this Agreement until the earlier of the First Merger Effective Time or the termination of this Agreement, except as otherwise set forth in this Section 7.02, Parent shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and its Subsidiaries’ Representatives not to, directly or indirectly, and shall not authorize or permit any of its Subsidiaries or any Representative directly or indirectly to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal initiate or take any action that could reasonably be expected to lead to a knowingly facilitate or knowingly encourage the submission of any Parent Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information regarding relating to Parent or any of its Subsidiaries or afford access to the business, properties, assets, books or records of Parent or any Person of its Subsidiaries to, otherwise cooperate in connection with any way with, or in response knowingly assist, participate in, knowingly facilitate or knowingly encourage any effort by, any Third Party that Parent knows is seeking to a Parent Acquisition Proposal make, or an inquiry or indication of interest that could lead to has made, a Parent Acquisition Proposal, (iii) engage (A) fail to make or withdraw or qualify, amend or modify in discussions any manner adverse to the Company, Parent Board Recommendation, (B) fail to include Parent Board Recommendation in the Joint Proxy Statement/Prospectus or negotiations with (C) recommend, adopt or approve or publicly propose to recommend, adopt or approve any Person with respect Parent Acquisition Proposal (any of the foregoing in this clause (iii), a “Parent Adverse Recommendation Change”), (iv) take any action to make any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover laws and regulations of the State of Pennsylvania, including Section 2555 of the Pennsylvania Law, inapplicable to any Third Party or Parent Acquisition Proposal, (ivv) approve, endorse take any action to make any other antitakeover provision in the articles of incorporation of Parent inapplicable to any Third Party or recommend any Parent Acquisition Proposal or (vvi) enter into fail to enforce or grant any letter of intent waiver or release under any standstill or similar document agreement with respect to any class of equity securities of Parent or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or of its Subsidiaries unless the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, determines after consultation consulting with its outside legal counsel, counsel that the failure to waive such action is required in order for the board of directors of Parent to comply provision would be inconsistent with its fiduciary obligations duties under Applicable Law (provided that the obligation not to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior fail to furnishing enforce any such nonpublic information to, standstill or entering into discussions with, such Person, Parent gives the Company written notice of the identity similar agreement under this Section 7.02(a)(vi) shall apply with respect to known breaches of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Companyagreements only); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) From and after the date of this ------------------------- Agreement until the Effective Time or termination of this Agreement pursuant to Article VII, Parent shall not directly or indirectlyand its subsidiaries will not, and shall not nor will they authorize or permit any of its Subsidiaries their respective officers, directors, affiliates or employees or any Representative investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly toindirectly, (i) solicit, initiate, encourage, encourage (including by way of furnishing information) or induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal Proposal, (ii) 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 could constitutes or may reasonably be expected to lead to a Parent Acquisition Proposalto, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person person with respect to any Parent Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contract, agreement or commitment contemplating or otherwise relating to any Parent Acquisition TransactionTransaction (as defined below); provided, however, that prior to the approval of this Agreement and the Merger at the Parent Stockholders' Meeting, this Section 4.5(a5.5(b) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent and its subsidiaries to, or entering into discussions with, any Person in response to a Parent Superior Offer that is person or group who has submitted to Parent by such Person prior to the date twenty business days before the publicly announced date of the Parent Stockholder Meeting (and not withdrawn) an unsolicited, written, bona fide Parent Acquisition Proposal that the Board of Directors of Parent reasonably concludes (based on the written advice of its financial adviser) may constitute a Parent Superior Offer if (1) neither Parent, Parent nor any representative of Parent and its Subsidiaries nor their respective Representatives subsidiaries shall have violated any of the restrictions set forth in this Section 4.55.5(b), (2) prior to the date 20 business days before the publicly announced date of the Parent Stockholder Meeting, the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board Board of directors Directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirementslaw, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into any such discussions with, such Personperson or group, Parent gives the Company written notice of the identity of such Person person or group and all of the material terms and conditions of such Parent Acquisition Proposal and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Personperson or group, and Parent receives from such Person person or group an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.containing

No Solicitation by Parent. (a) Parent agrees that, during the term of this Agreement, it shall not directly or indirectlynot, and shall not authorize or permit any of its Subsidiaries subsidiaries or any Representative of its or its subsidiaries' Representatives, directly or indirectly toindirectly, to (i) solicit, initiate, encourageencourage or facilitate, induce or facilitate furnish or disclose non-public information in furtherance of, any inquiries or the making, submission or announcement making of any Parent Acquisition Proposal or take any action that could reasonably be expected to lead proposal with respect to a Parent Acquisition Proposal, Competing Transaction (as defined herein) or (ii) furnish any information regarding Parent negotiate, explore or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) otherwise engage in discussions or negotiations with any Person person (other than Company or Newco or their respective Representatives) with respect to any Parent Acquisition ProposalCompeting Transaction. The term "Parent Competing Transaction" means any recapitalization, merger, consolidation or other business combination involving Parent, or acquisition of any material portion of the capital stock or assets (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit except for (A) acquisitions of assets in the ordinary course of business, (B) acquisitions by Parent that do not and could not reasonably be expected to impede the consummation of the Merger and do not violate any other covenant in this Agreement, (C) transactions disclosed in the Parent Disclosure Letter and (D) the Transactions) of Parent, or any combination of the foregoing. Parent will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any of the foregoing and shall use its reasonable best efforts to enforce any confidentiality or similar agreement relating to a Parent Competing Transaction. From and after the execution of this Agreement, Parent shall immediately advise the Company in writing of the receipt, directly or indirectly, of any inquiries, discussions, negotiations, or proposals relating to a Parent Competing Transaction (including the specific terms thereof), and promptly furnish to the Company a copy of any such proposal or inquiry in addition to any information provided to or by any third party relating thereto and if such proposal or inquiry is not in writing, the identity of the person making such proposal or inquiry. Notwithstanding the foregoing, prior to receipt of the Parent Shareholder Approval, Parent may, but only to the extent that the Board of Directors of Parent from furnishing nonpublic information regarding Parent toshall conclude in good faith, or entering into discussions withbased upon the advice of its outside counsel, any Person that failure to take such action could reasonably be expected to constitute a breach of the fiduciary obligations of such Board of Directors under Applicable Law, in response to a proposal for a Parent Superior Offer Competing Transaction that is submitted constitutes a Qualifying Parent Proposal (as defined in Section 5.03(d)) that did not result from the breach or a deemed breach of this Section 5.03, and subject to compliance with the notification provisions of this Section 5.03, (A) furnish non-public information with respect to Parent by to the person proposing such Person Parent Competing Transaction and its Representatives pursuant to a confidentiality agreement with terms no less restrictive of such person than those set forth in the Confidentiality Agreement (as defined in Section 6.02) and not withdrawn(B) if (1) neither Parentparticipate in discussions or negotiations with such person and its Representatives regarding such Parent Competing Transaction. Without limiting the foregoing, its Subsidiaries nor their respective Representatives shall have violated it is agreed that any violation of the restrictions set forth in this Section 4.5, (25.03(a) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative or affiliate of Parent or its Subsidiariesany Parent Subsidiary, whether or not such Representative person is purporting to act on behalf of Parent or any Parent Subsidiary of Parentor otherwise, shall be deemed to constitute be a breach of this Section 4.5 5.03(a) by Parent.

No Solicitation by Parent. (a) Parent shall agrees that it and its Subsidiaries (i) will not directly (and Parent will not permit its or indirectlyits Subsidiaries' officers, and shall not authorize directors, employees, agents or permit representatives, including any investment banker, attorney or accountant retained by Parent or any of its Subsidiaries or any Representative directly or indirectly Subsidiaries, to, (i) solicit, initiateinitiate or encourage (including by way of furnishing non-public information) any inquiry, encourageproposal or offer (including any proposal or offer to its stockholders) with respect to a third party tender offer, induce merger, consolidation, business combination or facilitate similar transaction involving any assets or class of capital stock of Parent, or any acquisition of 10% or more of the makingcapital stock of Parent (other than upon exercise of options to acquire Parent Common Stock under the Parent Option Plans that are outstanding as of the date hereof) or a business or assets that constitute 10% or more of the net revenues, submission net operating income or announcement assets of Parent and its Subsidiaries, taken as a whole, in a single transaction or a series of related transactions, or any combination of the foregoing (any such proposal, offer or transaction being hereinafter referred to as a "Parent Acquisition Proposal Proposal") or take participate or engage in any action that could reasonably be expected to lead to discussions or negotiations concerning a Parent Acquisition Proposal, ; and (ii) furnish will immediately cease and cause to be terminated any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in existing discussions or negotiations with any Person third parties conducted heretofore with respect to any Parent Acquisition Proposal; provided that, (iv) approvesubject to Section 5.4(b), endorse nothing contained in this Agreement shall prevent Parent or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the its Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (BA) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting , (B) making any disclosure to the generality holders of Parent Common Stock if in the good faith judgment of Parent's Board of Directors failure to make such disclosure would be inconsistent with its fiduciary duties under applicable law or the rules of the foregoing, AMEX or (C) providing information (pursuant to a confidentiality agreement in reasonably customary form and which does not contain terms that prevent Parent acknowledges and agrees that from complying with its obligations under this Section 5.3) to or engaging in any violation negotiations or discussions with any person or group who has made an unsolicited bona fide Parent Acquisition Proposal with respect to all the outstanding shares of any capital stock of Parent or all or substantially all of the restrictions assets of Parent if, with respect to the actions set forth in clause (C), (x) in the preceding sentence by any Representative good faith judgment of Parent's Board of Directors, taking into account the likelihood of consummation and after consultation with its financial advisors, such Parent or its Subsidiaries, whether or not such Representative Acquisition Proposal is purporting reasonably likely to act on behalf result in a transaction more favorable to the holders of the Parent or any Subsidiary Common Stock from a financial point of view than the Merger (a "Parent Superior Proposal") and (y) the Board of Directors of Parent, shall after consultation with its outside legal counsel, determines in good faith that the failure to do so would be deemed to constitute a breach of this Section 4.5 by Parentinconsistent with its fiduciary obligations under applicable law.

No Solicitation by Parent. (a) Subject to the other provisions of this Section 5.4, from and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement pursuant to Article 7, Parent shall not directly or indirectlynot, and shall cause the Parent Subsidiaries and the Parent’s Representatives (on behalf of Parent or the Parent Subsidiaries) not authorize or permit any of its Subsidiaries or any Representative directly or indirectly to, (i) initiate, solicit, initiateknowingly facilitate (including by providing any non-public information concerning Parent or any Parent Subsidiary to any Person or group for the purpose of facilitating any inquiries, encourage, induce proposals or facilitate the making, submission or announcement of offers relating to any Parent Acquisition Proposal Proposal) or take knowingly encourage any action inquiry, proposal or offer that could constitutes or would reasonably be expected to lead to a Parent Acquisition ProposalProposal or engage in any discussions or negotiations with respect thereto, (ii) furnish approve or recommend, or publicly propose to approve or recommend, any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage withhold, withdraw or rescind (or change or qualify, in discussions a manner adverse to the Company), or negotiations publicly propose to withhold, withdraw or rescind (or change or qualify, in a manner adverse to the Company), the Parent Board Recommendation, including the failure to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus, (iv) enter into any merger agreement, letter of intent or other similar agreement relating to any Parent Acquisition Proposal (other than an Acceptable Confidentiality Agreement pursuant to Section 5.4(b)) or (v) resolve or agree to do any of the foregoing (any action set forth in the foregoing clause (iii) or clause (v) (to the extent related to the foregoing clause (iii)), a “Parent Change of Board Recommendation”). Subject to the other provisions of this Section 5.4, Parent shall, and shall cause the Parent Subsidiaries and the Parent’s Representatives (on behalf of Parent or the Parent Subsidiaries) to, (A) promptly (and, in any event, within twenty-four (24) hours after the execution of this Agreement) cease any discussion or negotiation with any Person Persons (other than the Company and its affiliates and Representatives) conducted prior to the date hereof by Parent, the Parent Subsidiaries or any of the Parent’s Representatives with respect to any Parent Acquisition Proposal, (ivB) approvepromptly (and, endorse in any event, within twenty-four (24) hours after the execution of this Agreement) terminate access by any Third Party to any physical or recommend electronic data room relating to any Parent Acquisition Proposal or (v) enter into any letter of intent inquiry, proposal or similar document offer that constitutes or any Contract contemplating or otherwise relating would reasonably be expected to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard lead to a Parent Acquisition Proposal. Without limiting Proposal and (C) promptly (and in any event within seventy-two (72) hours after the generality execution of this Agreement) request the foregoing, Parent acknowledges and agrees that any violation prompt return or destruction of any confidential information provided to any Third Party within the twelve (12) months immediately preceding the date of this Agreement in connection with any Parent Acquisition Proposal or any inquiry, proposal or offer that constitutes or may reasonably be expected to lead to a Parent Acquisition Proposal (it being understood that, for the restrictions set forth in avoidance of doubt, to the preceding sentence extent any contact by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary Parent Representative with any Person is in furtherance of Parent’s obligations pursuant to this clause (C), such contact shall be deemed to constitute a breach not violate the other restrictions of this Section 4.5 by 5.4). Notwithstanding anything to the contrary contained in this Section 5.4(a), Parent and the Parent’s Representatives may (x) contact any Person that has made after the date of this Agreement a bona fide, unsolicited Parent Acquisition Proposal solely in order to seek to clarify the terms and conditions thereof (which contact, for the avoidance of doubt, shall not include any negotiation of such terms or conditions) and (y) inform a Person that has made or is considering making a Parent Acquisition Proposal of the provisions of this Section 5.4.

No Solicitation by Parent. (a) From the date of this Agreement until the earlier of the Merger Effective Time and the termination of this Agreement, except as otherwise set forth in this Section 7.02, Parent shall not not, and shall cause its Subsidiaries and its and its Subsidiaries’ directors and officers to not, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to not, directly or indirectly, and shall not authorize or permit any of its Subsidiaries or any Representative directly or indirectly to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal initiate or take any action that could reasonably be expected to lead to a knowingly facilitate or knowingly encourage (including by way of furnishing information) the submission of any Parent Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information regarding relating to Parent or any of its Subsidiaries or afford access to the business, properties, assets, books or records of Parent or any Person of its Subsidiaries to, otherwise cooperate in connection with any way with, or in response knowingly assist, participate in, knowingly facilitate or knowingly encourage any effort by, any Third Party that Parent knows is seeking to a Parent Acquisition Proposal make, or an inquiry or indication of interest that could lead to has made, a Parent Acquisition Proposal, (iii) engage (A) withdraw or qualify, amend or modify in discussions any manner adverse to the Company, the Parent Board Recommendation, (B) fail to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus or negotiations with (C) recommend, adopt or approve or publicly propose to recommend, adopt or approve any Person with respect Parent Acquisition Proposal (any of the foregoing in this clause (iii), a “Parent Adverse Recommendation Change”), or (iv) take any action to make any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover laws and regulations of the State of Delaware, including Section 203 of the DGCL, inapplicable to any Third Party or any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) Parent shall not directly or indirectly, and shall not authorize or permit agrees that neither it nor any of its Subsidiaries nor any of its and their respective directors, officers or any Representative employees shall, and Parent shall cause its and its Subsidiaries’ Representatives not to, directly or indirectly tothrough another person, (i) solicit, initiate, knowingly initiate or knowingly encourage, induce or facilitate the makingknowingly facilitate, submission or announcement of any Parent Acquisition Takeover Proposal or take any action that could reasonably be expected to lead to a Parent Acquisition Proposalthe making or consummation thereof, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information regarding Parent or its Subsidiaries to any Person in connection with, or enter into any agreement with or in response to a respect to, any Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Takeover Proposal, (iii) engage in discussions waive, terminate, modify or negotiations with fail to enforce any Person provision of any “standstill” or similar obligation of any person (other than the Company) with respect to Parent or any Parent Acquisition Proposalof its Subsidiaries, (iv) approvetake any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including any transaction under, endorse or recommend a third party becoming an “interested shareholder” under, Section 912 of the New York Business Corporation Law (the “BCL”)), or any restrictive provision of any applicable anti-takeover provision in Parent’s certificate of incorporation or by-laws, inapplicable to any transactions contemplated by a Parent Acquisition Takeover Proposal (and, to the extent permitted thereunder, Parent shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted, to any person other than the Company or any of the Company’s Affiliates, under any such provisions) or (v) enter into authorize any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parentof, or commit or agree to do any of, the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposalforegoing. Without limiting the generality of the foregoing, Parent acknowledges and agrees it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or any of its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, Subsidiaries shall be deemed to constitute a breach of this Section 4.5 4.03(a) by Parent. Parent shall, and shall cause its Subsidiaries and its and their Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted heretofore with respect to any Parent Takeover Proposal and request the prompt return or destruction of all confidential information previously furnished in connection therewith. Notwithstanding the foregoing, at any time prior to obtaining Parent Stockholder Approval, in response to a bona fide written Parent Takeover Proposal that the Board of Directors of Parent determines in good faith (after consultation with its outside legal advisors and a financial advisor of nationally recognized reputation) constitutes or could reasonably be expected to lead to a Parent Superior Proposal, and which Parent Takeover Proposal was not solicited after the date hereof in violation of this Section 4.03(a) and was made after the date hereof and did not otherwise result from a breach of this Section 4.03(a), Parent may, subject to compliance with this Section 4.03, (x) furnish information with respect to Parent and its Subsidiaries to the person making such Parent Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement not less restrictive to such person than the provisions of the Confidentiality Agreement (excluding paragraphs 6 and 7 of the Confidentiality Agreement), provided that all such information has previously been provided to the Company or is provided to the Company prior to or substantially concurrent with the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such Parent Takeover Proposal (and its Representatives) regarding such Parent Takeover Proposal, if and only to the extent that in connection with the foregoing clauses (x) and (y), the Board of Directors of Parent concludes in good faith (after consultation with its outside legal advisors) that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.

No Solicitation by Parent. (a) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7.1, except as provided in Section 5.7(b) or Section 5.7(d), (i) Parent shall not directly immediately cease, and shall instruct and use its reasonable best efforts to cause its officers, directors and other Representatives to cease, and cause to be terminated all existing discussions, negotiations and communications with any Persons or indirectlyentities with respect to any Parent Acquisition Proposal (other than the transactions contemplated by this Agreement); (ii) Parent shall not, and shall not authorize or permit any of its Subsidiaries or any Representative Representatives to, directly or indirectly tothrough another Person, (iA) initiate, seek, solicit, initiateknowingly encourage (including by way of furnishing any non-public information), encourage, or knowingly induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any other action that could which would reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iiiB) engage in negotiations or discussions with, or negotiations with provide any non-public information or non-public data to, any Person with respect (other than the Company or any of its Affiliates or Representatives) relating to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or grant any waiver or release under any standstill or other agreement (vexcept that if the Parent Board determines in good faith that the failure to grant any waiver or release would be inconsistent with its fiduciary duties under applicable Law, Parent may waive any such standstill provision in order to permit a third party to make a Parent Acquisition Proposal) enter into or (C) resolve to do any letter of intent the foregoing; (iii) Parent shall not provide and shall, within one (1) Business Day of the date of this Agreement, terminate access of any third party to any data room (virtual or similar document actual) containing any of Parent’s information; and (iv) within two (2) Business Days after the date of this Agreement, Parent shall demand the return or any Contract contemplating or otherwise relating destruction of all confidential, non-public information and materials and all other information and materials related to any Parent Acquisition Transaction; provided, however, Proposal that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering have been provided to third parties that have entered into discussions with, any Person in response confidentiality agreements relating to a possible Parent Superior Offer that is submitted to Acquisition Proposal with Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) Parent shall not directly or indirectlywill not, and shall not nor will it permit any of its Subsidiaries to, nor will it authorize or permit any of its Subsidiaries officers, directors or employees or any Representative investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly tothrough another Person, (i) solicit, initiateinitiate or encourage (including by way of furnishing information), encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any other action that could reasonably be expected designed to lead to a facilitate, any inquiries or the making of any proposal which constitutes any Parent Acquisition Proposal, Takeover Proposal or (ii) furnish participate in any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to regarding any Parent Acquisition Takeover Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parentif, or at any time prior to the Board of Effective Time, the Unaffiliated Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes determine in good faith, after consultation with its outside legal counsel, that such action is required in order for failure to do so would create a reasonable possibility of a breach of their fiduciary duties to the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders shareholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such PersonLaw, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information tomay, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard in response to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence Takeover Proposal which was not solicited by any Representative of Parent it or its Subsidiaries, whether or which did not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute otherwise result from a breach of this Section 4.5 5.03(a), (A) furnish information with respect to Parent and each of its Subsidiaries to any Person pursuant to a customary confidentiality agreement (as determined by ParentParent after consultation with its outside counsel) and (B) participate in negotiations regarding such Parent Takeover Proposal. For purposes of this Agreement, "Parent Takeover Proposal" means any inquiry, proposal or offer from any Person relating to any direct or indirect acquisition or purchase of 20% or more of the assets of Parent and its Subsidiaries or 20% or more of any class of equity securities of Parent or any of its Subsidiaries, any tender offer or exchange offer that if consummated would result in any Person beneficially owning 20% or more of any class of equity securities of the Parent or any of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Parent or any of its Subsidiaries, other than the transactions contemplated by this Agreement.

No Solicitation by Parent. (a) Parent shall not directly or indirectlynot, and nor shall not it permit any Parent Subsidiary to, nor shall it authorize or permit any officer, director or employee of its Subsidiaries or any Representative directly investment banker, attorney, accountant or indirectly other advisor or representative of, Parent or any Parent Subsidiary to, (i) solicit, initiate, encourage, induce initiate or facilitate encourage the making, submission or announcement of any Parent Acquisition Takeover Proposal or take any action that could reasonably be expected to lead to a Parent Acquisition Proposal(as defined below), (ii) furnish enter into any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person agreement with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Takeover Proposal or (viii) enter into provide any letter of intent or similar document or any Contract contemplating or otherwise relating non-public information regarding Parent to any third party or engage in any negotiations or substantive discussions in connection with any Parent Acquisition TransactionTakeover Proposal; provided, however, that this Section 4.5(a) shall not prohibit (A) Parentprior to receipt of the Parent Stockholder Approval, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent tomay, or entering into discussions with, any Person in response to a Parent Superior Offer Takeover Proposal that is submitted to was not solicited by Parent by such Person (and that did not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any otherwise result from a breach of the restrictions set forth in this Section 4.54.03(a), (2) the provide any non-public information regarding itself to any third party or engage in any negotiations or substantive discussions with such person regarding any Parent Takeover Proposal, in each case only if Parent's Board of Directors of Parent concludes determines in good faith, after consultation with counsel and its outside legal counselfinancial advisors, that failing to take such action is required in order for the board would create a reasonable possibility of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice a breach of the identity of such Person and fiduciary duties of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure Board of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of ParentDirectors, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) nothing contained in this Agreement shall prevent Parent or its Board of Directors from complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition ProposalTakeover Proposal or prevent Parent's Board of Directors from taking any action permitted by Section 5.01(e). Without limiting the generality of the foregoing, Parent acknowledges and agrees it is understood that any violation of any of the restrictions set forth in the preceding sentence by any Representative executive officer of Parent or its Subsidiariesany Parent Subsidiary or any investment banker, attorney, accountant or other advisor or representative of Parent or any Parent Subsidiary, whether or not such Representative person is purporting to act on behalf of Parent or any Parent Subsidiary of Parentor otherwise, shall be deemed to constitute be a breach of this Section 4.5 by Parent.4.03(a)

No Solicitation by Parent. (a) During the Pre-Closing Period, Parent shall shall, not directly or indirectly, and shall not not, directly or indirectly, authorize or permit any of its Subsidiaries the other SafeNet Corporations or any Representative directly officer or indirectly director of any of the SafeNet Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations to, (i) solicit, initiate, encourage, induce initiate or facilitate seek the making, submission or announcement of any Parent Acquisition Proposal or take any action that could reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish any non-public information regarding Parent or its Subsidiaries any of the SafeNet Corporations to any Person (other than to the Company) in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that Parent believes in good faith could be expected to lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) 4.4 shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding Parent the SafeNet Corporations to, or entering into discussions or negotiations with, any Person in response to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.54.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action with respect to such Parent Acquisition Proposal is required in order for to comply with the board fiduciary duties of directors the Board of Directors of Parent to comply with its fiduciary obligations to Parent's Parent stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company prompt written notice of the identity of such Person and of Parent's ’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on with provisions no less restrictive than those contained in the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, Confidentiality Agreement; and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) Parent from complying with Rule Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to a any Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) Parent shall not directly or indirectlynot, and nor shall not it authorize or permit any Parent Subsidiary to, nor shall it authorize or permit any Representative of its Subsidiaries Parent or any Representative Parent Subsidiary to, directly or indirectly to, (i) solicit, initiate, knowingly encourage, induce or facilitate the makingfacilitate, submission or announcement of furnish or disclose non-public information in furtherance of, any Parent Acquisition Alternative Proposal or take any action inquiry or proposal that could would reasonably be expected to result in or lead to a Parent Acquisition Alternative Proposal, (ii) furnish enter into any information regarding Parent or its Subsidiaries agreement with respect to any Person Parent Alternative Proposal (except an Acceptable Confidentiality Agreement in connection accordance with this Section 5.03(a)) or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage enter into, participate in or continue any discussions or negotiations with any Person person (other than the Parent’s Representatives) regarding, or furnish or disclose to any person any non-public information with respect to to, or otherwise cooperate in any way with any person (whether or not a person making a Parent Alternative Proposal) with respect to, any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Alternative Proposal or (v) enter into any letter of intent inquiry or similar document proposal that would reasonably be expected to result in or any Contract contemplating or otherwise relating lead to any a Parent Acquisition TransactionAlternative Proposal; provided, however, that this Section 4.5(a) shall not prohibit (A) Parentthat, or prior to obtaining the Board of Directors of Parent from furnishing nonpublic information regarding Shareholder Approval, Parent toand its Representatives may, or entering into discussions with, any Person in response to a written Parent Alternative Proposal that the Parent Board determines in good faith (after consultation with its outside legal counsel and financial advisor) is bona fide and constitutes, or is reasonably expected to result in or lead to, a Superior Offer that is submitted Parent Alternative Proposal, and which Parent Alternative Proposal was unsolicited, was made after the date of this Agreement and did not otherwise result from a breach of this Section 5.03(a), subject to compliance with Section 5.03(c), (x) furnish information with respect to Parent by and the Parent Subsidiaries to the person making such Person Parent Alternative Proposal and its Representatives (provided that all such information has been provided to the Company or is provided to the Company prior to or substantially concurrent with the time it is provided to such person) pursuant to a customary confidentiality agreement not less restrictive of the person making the Parent Alternative Proposal and not withdrawnits Representatives than the Confidentiality Agreement (a “Parent Acceptable Confidentiality Agreement”) and (y) participate in discussions regarding the terms of such Parent Alternative Proposal and the negotiation of such terms with, and only with, the person (or group of persons) making such Parent Alternative Proposal and its Representatives, in each case if (1) neither Parentand so long as the Parent Board determines in good faith after consultation with its outside legal counsel that providing such information or engaging in such negotiations or discussions is reasonably likely to be required for the directors to comply with their fiduciary duties under applicable Law. Without limiting the foregoing, its Subsidiaries nor their respective Representatives shall have violated it is agreed that any violation of the restrictions set forth in this Section 4.5, (25.03(a) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative or affiliate of Parent or its Subsidiariesany Parent Subsidiary, whether or not such Representative person is purporting to act on behalf of the Parent or any Parent Subsidiary of Parentor otherwise, shall be deemed to constitute be a breach of this Section 4.5 5.03(a) by Parent. Upon execution of this Agreement, Parent shall, and shall cause each Parent Subsidiary and its and their Representatives to, (A) immediately cease and cause to be terminated all discussions or negotiations with any person conducted prior to the date of this Agreement with respect to a Parent Alternative Proposal or any inquiry or proposal that would reasonably be expected to result in or lead to a Parent Alternative Proposal, (B) promptly request each person, if any, that has executed a confidentiality agreement in the last 12 months in respect of a Parent Alternative Transaction to return or destroy all information heretofore furnished to such person or its Representatives by or on behalf of Parent or any Parent Subsidiary and (C) reasonably promptly terminate all physical and electronic data room access previously granted to any person or its Representatives.

No Solicitation by Parent. (a) Subject to Section 7.12(b), Parent agrees that from and after the date of this Agreement, it shall (i) immediately cease and terminate, and cause to be ceased and terminated, all of its and its Representatives’ discussions and negotiations with any other Person (other than the Company or its Affiliates) regarding any Parent Alternative Proposal (as hereinafter defined), (ii) promptly request, and cause to be requested that, each Person that has received confidential information in connection with a possible Parent Alternative Proposal within the last twelve (12) months return to Parent or destroy all confidential information heretofore furnished to such Person by or on behalf of Parent and its Subsidiaries and (iii) not grant any waiver or release under or knowingly fail to enforce any confidentiality, standstill or similar agreement entered into or amended during the twelve (12) months prior to the date hereof in respect of a proposed Parent Alternative Proposal (such agreement, a “Parent Standstill Agreement”) the Parent Board concludes in good faith that a failure to take any action described in this clause (iii) would reasonably likely be inconsistent with the directors’ fiduciary obligations to Parent’s stockholders under applicable Law. From and after the date of this Agreement, subject to Section 7.12(b) and Section 9.4(b), Parent shall not not, directly or indirectly, and nor shall not Parent authorize or permit any of its Subsidiaries or any Representative directly or indirectly of its Representatives to, (i) solicit, initiate, encourage, induce initiate or knowingly encourage or facilitate (including by way of furnishing information), or engage in discussions or negotiations regarding, any inquiry, proposal or offer, or the making, submission or announcement of any Parent Acquisition Proposal inquiry, proposal or take offer (including any action that could inquiry, proposal or offer to its stockholders) which constitutes or would be reasonably be expected to lead to a Parent Acquisition Alternative Proposal, (ii) furnish except for confidentiality agreements entered into pursuant to the proviso to the first sentence of Section 7.12(b) or a definitive agreement entered into or to be entered into concurrently with a termination of this Agreement by Parent pursuant to Section 9.4(b), approve or enter into a letter of intent, memorandum of understanding or other contract with any information regarding Parent Person, other than the Company, for, constituting or its Subsidiaries to any Person in connection with or in response otherwise relating to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Alternative Proposal, (iii) engage provide or cause to be provided any information or data relating to Parent or any of its Subsidiaries in discussions connection with, or negotiations with any Person with respect to in response to, any Parent Acquisition ProposalAlternative Proposal by any Person, or (iv) approveterminate, endorse amend, waive or recommend permit the waiver of any Parent Acquisition Proposal voting restriction contained in the organizational or (v) enter into any letter governing documents of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board take any action contemplated by paragraph (a)(1) of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any Section 203 of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition ProposalDGCL. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth that, in the preceding sentence by event any Representative officer, director or financial advisor of Parent takes any action that if taken by Parent would be a breach of this Section 7.12, the taking of such action by such officer, director or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, financial advisor shall be deemed to constitute a breach of this Section 4.5 7.12 by Parent.

No Solicitation by Parent. (ai) Except as expressly permitted by this Section 4.5(b), during the Pre-Closing Period, none of Parent, its Subsidiaries or any Representatives of Parent shall not directly or indirectly, and shall not authorize or permit any of its Subsidiaries or any Representative shall directly or indirectly to, (iA) solicitwhether publicly or otherwise, initiate, encouragesolicit, induce seek, induce, cause or facilitate knowingly encourage or support any inquiries, proposals or offers that constitute or may reasonably be expected to lead to, a Parent Acquisition Proposal (as defined below), (B) enter into, continue, maintain, conduct or otherwise engage or participate in, or knowingly facilitate, any discussions or negotiations regarding, or afford any Person other than the makingCompany access to Parent’s or any of its Subsidiaries’ properties or assets, submission books and records, Contracts, personnel or announcement otherwise furnish any nonpublic information relating to Parent or any of its Subsidiaries to any Person in connection with or for the purpose of encouraging, inducing or facilitating any inquiries, proposals or offers that constitute, or may reasonably be expected to lead to, a Parent Acquisition Proposal (other than, solely in response to an unsolicited inquiry, solely to refer the inquiring person to this Section 4.5(b) and to limit its conversation or other communication exclusively to such referral), (C) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar type of Contract contemplating or otherwise providing for or relating to a Parent Acquisition Proposal or take any action inquiry, proposal or offer that could may reasonably be expected to lead to a Parent Acquisition Proposal, or enter into any Contract or agreement in principle requiring Parent to abandon, terminate or fail to consummate the transactions contemplated hereby, (iiD) furnish take any information regarding action to make the provisions of any takeover statute or any similar provision contained in the organizational documents of Parent or its Subsidiaries inapplicable to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to transactions contemplated by a Parent Acquisition Proposal, (iiiE) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any capital stock of Parent, or (F) publicly or otherwise, resolve, propose or agree to do any of the foregoing described in clauses (A) through (F); provided, however, that prior to the earlier of the approval of the Parent Stockholder Proposals at the Parent Stockholder Meeting or the termination of this Agreement in accordance with Article 7, Parent may take the following actions in response to an unsolicited bona fide written Parent Acquisition Proposal received after the date hereof that the Board of Directors of Parent has determined, in good faith, after consultation with its outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Parent Superior Offer: (1) furnish nonpublic information regarding Parent to the third party making the Parent Acquisition Proposal (a “Parent Qualified Bidder”), (2) engage in discussions or negotiations with the Parent Qualified Bidder and its Representatives with respect to such Parent Acquisition Proposal, and (3) amend, or grant a waiver or release under, any Person standstill or similar agreement with respect to any capital stock of Parent Acquisition Proposal, (iv) approve, endorse or recommend with any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating Qualified Bidder solely to any Parent Acquisition Transaction; providedthe extent necessary to permit a third party to make, however, that this Section 4.5(a) shall not prohibit (A) Parent, or on a confidential basis to the Board of Directors of Parent, a Parent Acquisition Proposal; provided that in any such case (w) Parent receives from furnishing the Parent Qualified Bidder an executed confidentiality agreement the terms of which are not less restrictive to such Person and its Representatives than those contained in the Confidentiality Agreement, and containing additional provisions that expressly permit Parent to comply with the terms of this Section 4.5(b) (a “Parent Acceptable Confidentiality Agreement”) (a copy of such Parent Acceptable Confidentiality Agreement shall promptly, and in any event within twenty-four (24) hours, be provided to the Company for informational purposes only), (x) Parent contemporaneously supplies to the Company any such nonpublic information regarding or access to any such nonpublic information to the extent it has not been previously provided or made available to the Company, (y) Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and has not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in breached this Section 4.54.5(b), and (2z) the Board of Directors of Parent concludes determines in good faith, after consultation with its outside legal counselcounsel and financial advisors, that taking such action is actions would be required in order for the board of directors of Parent to comply with its the fiduciary obligations to Parent's stockholders duties of the Board of Directors of Parent under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such PersonLaws. From and after the date of this Agreement, Parent gives the Company written notice of the identity of such Person and of Parent's intention shall use its reasonable best efforts to furnish nonpublic information to, or enter into discussions with, such Personenforce, and Parent receives from such Person an executed cause its Subsidiaries and Representatives to enforce, any confidentiality agreement containing customary limitations on the use and disclosure provisions or provisions of all nonpublic written and oral information furnished similar effect to such Person which it or any of such Person's Representatives by its Subsidiaries is a party or on behalf of Parent, and (4) at least two business days prior to furnishing which it or any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to of its Subsidiaries is a Parent Acquisition Proposalbeneficiary. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any Any violation of any of the restrictions set forth contained in the preceding sentence this Section 4.5(b) by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf Representatives of Parent or any Subsidiary of Parent, its Subsidiaries shall be deemed to constitute be a breach of this Section 4.5 4.5(b) by Parent.

No Solicitation by Parent. (a) Parent shall not directly or indirectly, and shall not authorize or permit any Representative of its Subsidiaries or any Representative the Parent directly or indirectly to, (i) solicit, initiate, encourageknowingly encourage or knowingly induce, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action that could reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding the Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1A) neither Parent, its Subsidiaries Parent nor their respective Representatives any Representative of the Parent shall have violated breached or taken any action inconsistent with any of the restrictions provisions set forth in this Section 4.5, (2B) the Board of Directors of Parent concludes in good faith, after consultation with having taken into account the advice of its outside legal counsel, that such action is required in order for the board Board of directors Directors of Parent to comply with its fiduciary obligations to Parent's ’s stockholders under applicable Legal Requirementslaw, (3C) at least two three business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's ’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of ParentParent and containing customary “standstill” provisions, and (4D) at least two three business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation action inconsistent with of any of the restrictions provisions set forth in the preceding sentence by any Representative of Parent or its SubsidiariesParent, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) Parent shall not directly or indirectlyagrees that (i) neither it nor any of its Subsidiaries shall, and shall not authorize or knowingly permit any of its Subsidiaries officers, directors, employees, agents or representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any Representative directly or indirectly of its Subsidiaries) to, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing material non-public information) any inquiry, encourageproposal or offer (including, induce without limitation, any proposal or facilitate offer to its stockholders) with respect to a tender offer, merger, consolidation, business combination or similar transaction involving, or any purchase of 20% or more of the making, submission assets on a consolidated basis or announcement 20% or more of any class of capital stock of, Parent (any such proposal, offer or transaction being hereinafter referred to as a "Parent Acquisition Proposal Proposal") or take participate or engage in any action that could reasonably be expected to lead to discussions or negotiations concerning a Parent Acquisition Proposal, ; and (ii) furnish it will immediately cease and cause to be terminated any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or existing negotiations with any Person parties conducted heretofore with respect to any of the foregoing; provided that nothing contained in this Agreement shall prevent Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the its Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (BA) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting , or (B) prior to the generality Cutoff Date, providing information (pursuant to a confidentiality agreement in reasonably customary form) to or engaging in any negotiations or discussions with any person or entity who has made an unsolicited bona fide Parent Acquisition Proposal with respect to all the outstanding Parent Common Stock or all or substantially all the assets of the foregoingParent that, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative good faith judgment of Parent's Board of Directors, taking into account the likelihood of consummation, after consultation with its financial advisors, is superior to the Merger (a "Parent or its SubsidiariesSuperior Proposal"), whether or not such Representative is purporting to act on behalf if the Board of Parent or any Subsidiary Directors of Parent, shall after consultation with its outside legal counsel, determines that the failure to do so would be deemed to constitute a breach of this Section 4.5 by Parentinconsistent with its fiduciary obligations.

No Solicitation by Parent. (ai) Subject to subsections (ii) and (iv), during the Interim Period, Parent shall not directly or indirectlywill not, and shall not nor will it authorize or permit any of its Parent Subsidiaries or any Representative of its or their respective Representatives to, directly or indirectly toindirectly, except as otherwise provided below: (i) solicit, initiateinitiate or encourage or facilitate (including by way of furnishing any non-public information relating to Parent or any Parent Subsidiary), encourage, or induce or facilitate take any other action which would reasonably be expected to lead to the making, submission or announcement of of, any Parent proposal or inquiry that constitutes, or is reasonably likely to lead to, an Acquisition Proposal; (ii) enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action that could reasonably be expected to lead facilitate or induce any effort or attempt to a Parent make or implement an Acquisition ProposalProposal (including any Acquisition Proposal received prior to the date of this Agreement); (iii) approve, (ii) furnish any information regarding Parent endorse or its Subsidiaries to any Person in connection with or in response to a Parent recommend an Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an inquiry Acquisition Proposal or indication requiring Parent or Merger Sub to abandon or terminate its obligations under this Agreement, or enter into any of interest that could lead the foregoing; or (iv) agree, resolve or commit to a do any of the foregoing. Parent Acquisition Proposalwill, (iii) engage in and will cause the Parent Subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated all discussions or negotiations with any Person previously conducted with respect to any Parent Acquisition Proposal, . Parent will promptly deny to any third party access to any data room (ivvirtual or actual) approve, endorse or recommend containing any Parent Acquisition Proposal or (v) enter into confidential information previously furnished to any letter of intent or similar document or any Contract contemplating or otherwise such third party relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) Except as expressly permitted by this Section 7.5, none of Parent or any of its Subsidiaries shall not (whether directly or indirectly through Affiliates, directors, officers, employees, representatives, advisors or other intermediaries), nor shall Parent (directly or indirectly, and shall not ) authorize or permit any of its or their controlled Affiliates, officers, directors, representatives, advisors or other intermediaries or Subsidiaries or any Representative directly or indirectly to, : (i) solicit, initiate, encourage, induce initiate or knowingly encourage or knowingly facilitate the makingsubmission of inquiries, submission proposals or announcement of offers from any Parent Acquisition Proposal Person (other than the Company) relating to or take any action that could would reasonably be expected to lead to a any Parent Acquisition Proposal, or agree to or endorse any Parent Acquisition Proposal; (ii) enter into any agreement (x) to consummate any Parent Acquisition Proposal or otherwise relating to any Parent Acquisition Proposal, (iiy) furnish to approve or endorse any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead (z) to a require Parent, in connection with any Parent Acquisition Proposal, to abandon, terminate or fail to consummate the Merger; (iii) engage enter into or participate in any discussions or negotiations in connection with any Person Parent Acquisition Proposal or inquiry with respect to any Parent Acquisition Proposal, or furnish to any Person any non-public information with respect to its business, properties or assets in connection with any Parent Acquisition Proposal; or (iv) approveagree, endorse propose or recommend resolve to take, or take, any of the actions prohibited by clause (i), (ii) or (iii) of this sentence. Parent shall immediately cease, and cause its Affiliates, directors, officers, employees, representatives, advisors and other intermediaries to immediately cease, any and all existing activities, discussions or negotiations with any parties conducted with respect to any of the matters referenced in the preceding sentence. Parent shall, and shall cause its Affiliates to, promptly request any Person that has executed a confidentiality or non-disclosure agreement in connection with any actual or potential Parent Acquisition Proposal to return or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or destroy all confidential information in the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity possession of such Person person or its representatives. Parent shall promptly inform its representatives and advisors of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated obligations under the Exchange Act with regard to a Parent Acquisition Proposalthis Section 7.5. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any Any violation of any of the restrictions set forth in the preceding sentence this Section 7.5 by any Representative representative or advisor of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, Subsidiaries shall be deemed to constitute be a breach of this Section 4.5 7.5 by Parent.

No Solicitation by Parent. (a) During the Pre-Closing Period, Parent shall shall, not directly or indirectly, and shall not not, directly or indirectly, authorize or permit any of its Subsidiaries the other XXXX Corporations or any Representative directly or indirectly of any of the XXXX Corporations to, (i) solicit, initiate, encourage, induce initiate or facilitate seek the making, submission or announcement of any Parent Acquisition Proposal, (ii) furnish any information regarding any of the XXXX Corporations to any Person (other than to the Company) in connection with or in response to a Parent Acquisition Proposal or take any action an inquiry that could reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage or participate in any discussions or negotiations with any Person with respect to any Parent Acquisition Proposal or any inquiry that could reasonably be expected to lead to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) 4.4 shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding Parent the XXXX Corporations to, or entering into or participating in discussions or negotiations with, any Person in response to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith would reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives none of the XXXX Corporations or any Representative of any of the XXXX Corporations shall have violated any of the restrictions set forth in this Section 4.54.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action with respect to such Parent Acquisition Proposal is required in order for to comply with the board fiduciary duties of directors the Board of Directors of Parent to comply with its fiduciary obligations to Parent's Parent stockholders under applicable Legal RequirementsDelaware law, (3) at least two business days prior Parent gives to furnishing any such nonpublic information tothe Company the notice required by Section 4.4(b), or entering into discussions with, such Person, (4) Parent gives the Company prompt prior written notice of the identity of such Person and of Parent's ’s intention to furnish nonpublic information to, or enter into or participate in discussions or negotiations with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on with provisions no less favorable to Parent than those contained in the use Confidentiality Agreements; and disclosure of all nonpublic written and oral (5) Parent furnishes such information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) subject to the obligation of Parent and Parent’s Board of Directors not to withhold, withdraw or modify its recommendation except as expressly set forth in Section 4.4(e), Parent from complying with Rule Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to a any Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees it is understood that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent director, officer, employee or its Subsidiaries, whether or not such Representative is purporting to act on behalf agent of Parent or any Subsidiary of Parentits subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative of Parent or any of its subsidiaries shall be deemed to constitute be a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 8.1, except as provided in Section 5.4(b) or Section 5.4(d), (i) Parent shall not directly cease, and shall cause its officers and directors and shall direct the other Parent Representatives to cease, and cause to be terminated all existing discussions, negotiations and communications with any persons or indirectlyentities with respect to any Parent Acquisition Proposal (other than the transactions contemplated hereby); (ii) Parent shall not, and shall not authorize or permit any of its Subsidiaries or any Representative officers, directors, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, “Parent Representatives”) to, directly or indirectly tothrough another person, (iA) solicit, initiate, encourageseek, solicit or knowingly encourage (including by way of furnishing any non-public information relating to Parent or any of its subsidiaries), or knowingly induce or facilitate take any other action which would reasonably be expected to lead to the making, submission or announcement of any Parent Acquisition Proposal or take any action that could reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iiiB) engage in negotiations or discussions with, or negotiations with provide any Person with respect non-public information or non-public data to, any person (other than the Company or any of its Affiliates or any Company Representatives) relating to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or grant any waiver or release under any standstill or other agreement (v) enter into any letter of intent or similar document except that if the Parent Board (or any Contract contemplating committee thereof) determines in good faith that the failure to grant any waiver or otherwise relating release would be inconsistent with the Parent directors’ fiduciary duties under applicable law, Parent may waive any such standstill provision in order to any permit a third party to make a Parent Acquisition Transaction; provided, however, that this Section 4.5(aProposal) shall not prohibit or (AC) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response resolve to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated do any of the restrictions set forth foregoing; (iii) Parent shall not provide and shall, within twenty-four (24) hours of the date hereof, terminate access of any third party to any data room (virtual or actual) containing any of Parent’s confidential information; and (iv) within two (2) Business Days after the date hereof, Parent shall request the return or destruction of all confidential, non-public information provided to third parties that have entered into confidentiality agreements relating to a possible Parent Acquisition Proposal with Parent or any of its subsidiaries. Notwithstanding the foregoing, nothing contained in this Section 4.5, (2) the Board of Directors of Parent concludes 5.4 or in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person Section 6.5 or any other provision of such Person's Representatives this Agreement shall prohibit Parent or the Parent Board (or any committee thereof) from taking and disclosing to Parent Shareholders the fact that a Parent Acquisition Proposal has been made, its position with respect to any tender or exchange offer by or on behalf of Parent, a third party pursuant to Rules 14d-9 and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act or making any statement contemplated by Item 1012(a) of Regulation M-A or any “stop, look and listen” statement. Any disclosure made in accordance with regard to the foregoing sentence that specifically constitutes a Parent Acquisition Proposal. Without limiting the generality Adverse Recommendation Change shall result in all of the foregoing, consequences of a Parent acknowledges and agrees that any violation of any of the restrictions Adverse Recommendation Change set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by ParentAgreement.

No Solicitation by Parent. Parent and its subsidiaries and the officers, directors, employees or other agents of Parent and its subsidiaries (acollectively, “Parent Representatives”) Parent shall not will not, directly or indirectly, and shall not authorize (i) take any action to solicit, initiate or permit encourage or agree to any Parent Takeover Proposal (as defined in Section 7.3(f)), or (ii) subject to the terms of the immediately following sentence, engage in any discussions or negotiations with, or disclose any nonpublic information relating to Parent or any of its Subsidiaries subsidiaries to, or afford access to the properties, books or records of Parent or any Representative directly or indirectly of its subsidiaries to, (i) solicit, initiate, encourage, induce or facilitate the any person that has advised Parent that it may be considering making, submission or announcement of any Parent Acquisition Proposal or take any action that could reasonably be expected to lead to has made, a Parent Acquisition Takeover Proposal, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, howeverthat nothing herein shall prohibit Parent’s Board of Directors from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Notwithstanding the immediately preceding sentence, that this if, prior to approval of the issuance of the shares of Parent Common Stock pursuant to Section 4.5(a1.6(a) and the Parent Share Increase by Parent stockholders, an unsolicited written Parent Takeover Proposal shall not prohibit (A) be received by the Board of Directors of Parent, or then, to the extent the Board of Directors of Parent believes in good faith (after advice from furnishing nonpublic information regarding its financial advisor and after considering all terms and conditions of such written Parent toTakeover Proposal, or entering into discussions with, including the likelihood and timing of its consummation) that such Parent Takeover Proposal would result in a transaction more favorable to Parent’s stockholders from a financial point of view than the transaction contemplated by this Agreement (any Person in response such more favorable Parent Takeover Proposal being referred to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2Agreement as a “Superior Parent Proposal”) and the Board of Directors of Parent concludes determines in good faith, faith after consultation with its advice from outside legal counsel, counsel that such action it is required necessary to do so in order for the board Board of directors Directors of Parent to comply with its fiduciary obligations duties to Parent's stockholders under applicable Legal Requirementslaw, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, then Parent gives the Company written notice of the identity of such Person and of Parent's intention to Representatives may furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic in connection therewith information to the Company (party making such Superior Parent Proposal and, subject to the extent provisions hereof, engage in negotiations with such nonpublic information has party, and such actions shall not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute considered a breach of this Section 4.5 4.4 or any other provisions of this Agreement; provided that in each such event Parent notifies Company of such determination by the Parent Board of Directors and provides Company with a true and complete copy of the Superior Parent Proposal received from such third party, and provides (or has provided) Company with all documents containing or referring to non-public information of Parent that are supplied to such third party; provided, however, that Parent provides such non-public information only pursuant to a non-disclosure agreement at least as restrictive on such third party as the Confidentiality Agreement (as defined in Section 5.4) is on Parent; and provided further that Parent Representatives shall not agree to or endorse any Parent Takeover Proposal and the Parent Board of Directors shall not withdraw its recommendation that the stockholders of Parent approve the issuance of the shares of Parent Common Stock pursuant to Section 1.6(a) and the Parent Share Increase unless Parent has provided Company at least three (3) days prior notice of any such intent to agree or endorse such Parent Takeover Proposal or to withdraw such recommendation. Parent will promptly (and in any event within 24 hours) notify Company after receipt of any Parent Takeover Proposal or any notice that any person is considering making a Parent Takeover Proposal or any request for non-public information relating to Parent or any of its subsidiaries or for access to the properties, books or records of Parent or any of its subsidiaries by any person that has advised Parent that it may be considering making, or that has made, a Parent Takeover Proposal, or whose efforts to formulate a Parent Takeover Proposal would be assisted thereby (such notice to include the identity of such person or persons), and will keep Company fully informed of the status and details of any such Parent Takeover Proposal notice, request or correspondence or communications related thereto, and shall provide Company with a true and complete copy of such Parent Takeover Proposal notice or any amendment thereto, if it is in writing, or a complete written summary thereof, if it is not in writing. Parent shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted heretofore with respect to a Parent Takeover Proposal.

No Solicitation by Parent. (a) After the date hereof and prior to the Effective Time or earlier termination of this Agreement, neither Parent shall not directly or indirectly, and shall not authorize or permit nor any of its Subsidiaries nor any of the officers, directors or any Representative employees of Parent or its Subsidiaries shall, and Parent shall use reasonable best efforts to cause its and its Subsidiaries’ Representatives not to, directly or indirectly to, indirectly: (i) solicit, initiate, encourageencourage or induce any inquiry with respect to, induce or facilitate the making, submission or announcement of of, any Parent Acquisition Proposal or take any action that could reasonably be expected to lead to a Parent Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person nonpublic information with respect to, or take any other action to facilitate any Parent Acquisition Proposalinquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, (iv) approve, endorse or recommend any Parent Acquisition Proposal (except to disclose the existence of the provisions of this Section 5.04), or (viii) enter into any letter of intent or similar document or any Contract (whether binding or not) contemplating or otherwise relating to any a Parent Acquisition Transaction; providedProposal. Parent and its Subsidiaries and their officers, howeverdirectors and employees will immediately cease, that this Section 4.5(a) and Parent shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions withuse reasonable best efforts to cause its Representatives to cease, any and all existing discussions or negotiations with a Person in response with respect to a Parent Superior Offer Acquisition Proposal. Parent shall as soon as practicable demand that is submitted each Person which has within the 12 months prior to the date of this Agreement executed a confidentiality agreement with Parent or any of its Affiliates or Subsidiaries or any of its or their Representatives with respect to such Person’s consideration of a possible Parent Acquisition Transaction to immediately return or destroy (which destruction shall be certified in writing by such Person (and not withdrawnto Parent) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated all confidential information heretofore furnished by Parent or any of the restrictions set forth in this Section 4.5, (2) the Board its Affiliates or Subsidiaries or any of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished their Representatives to such Person or any of such Person's Representatives by its Affiliates or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); Subsidiaries or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent its or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parenttheir Representatives.

No Solicitation by Parent. (a) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, except as otherwise set forth in this Section ‎7.2, Parent shall not, and shall cause its Subsidiaries, controlled Affiliates and its and their respective officers, directors and employees not to, and shall use reasonable best efforts to cause its and their respective Representatives (which shall include, in the case of Parent, the members of, and advisors to, the Parent Special Committee) not to, directly or indirectly, and shall not authorize or permit any of its Subsidiaries or any Representative directly or indirectly to, (i) solicit, initiate, encourage, initiate or take any action to knowingly facilitate (including by way of providing non-public information) or knowingly encourage or induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action inquiry or proposal that could would reasonably be expected to lead to a Parent Acquisition Proposal, ; (ii) enter into or participate in any discussions or negotiations with, furnish any information regarding relating to Parent or any of its Subsidiaries or afford access to the business, properties, assets, books or records of Parent or any Person of its Subsidiaries to, otherwise cooperate in connection with any way with, or in response knowingly assist, participate in, facilitate or knowingly encourage any effort by, any Third Party (excluding Affiliates) that Parent knows, or should reasonably be expected to know, is considering, seeking to make, or has made, a Parent Acquisition Proposal or an any inquiry or indication of interest proposal that could may reasonably be expected to lead to a Parent Acquisition Proposal, ; (iii) engage (A) fail to make, withdraw or qualify, amend or modify, in discussions each case, in any manner adverse to the Company, the Parent Board Recommendation, (B) fail to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus, (C) recommend, adopt or negotiations with any Person with respect to approve any Parent Acquisition Proposal, (ivD) enter into or approve, endorse recommend or recommend declare advisable for Parent or any of its Subsidiaries to execute or enter into, any agreement, letter of intent, understanding, agreement in principle or other similar arrangement (other than a Parent Acceptable Confidentiality Agreement) in connection with any Parent Acquisition Proposal (any of the foregoing in this clause ‎(iii) a “Parent Adverse Recommendation Change”); (iv) take any action to make any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover Laws and regulations of the State of Delaware, including Section 203 of the DGCL, inapplicable to any Third Party or any Parent Acquisition Proposal; or (v) enter into any letter of intent resolve, propose or similar document or any Contract contemplating or otherwise relating agree to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated do any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) Parent shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any discussions or negotiations with any Person conducted heretofore with respect to a Parent Acquisition Proposal, request the return or destruction of all confidential information previously provided to such parties by or on behalf of Parent or its Subsidiaries and immediately prohibit any access by any Person (other than the Company and its Representatives) to any physical or electronic data room relating to a possible Parent Acquisition Proposal. During the Pre-Closing Period, Parent shall not directly or indirectly, and shall cause its Subsidiaries not authorize to, and shall use its reasonable best efforts to cause any Representative of Parent or permit any of its Subsidiaries or any Representative not to directly or indirectly toindirectly, (i) solicit, initiate, encouragefacilitate, knowingly encourage (including by way of furnishing confidential information), or induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any other action that could reasonably be expected to lead to a any inquiries, proposals or indications of interest that constitute the making, submission, or announcement of any Parent Acquisition Proposal, (ii) furnish any nonpublic information regarding Parent or any of its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could would reasonably be expected to lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse endorse, or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the Required Parent Stockholder Vote, this Section 4.5(a5.6(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent and its Subsidiaries to, or entering into discussions with, any Person in response to a written, bona fide Parent Acquisition Proposal that is, or is reasonably likely to result in, a Superior Offer Parent Proposal that is submitted to Parent by such Person (and not withdrawnwithdrawn prior to the furnishing of such information or such discussions) if (1) neither Parent, its Subsidiaries nor or their respective Representatives shall not have violated any of the restrictions set forth in this Section 4.55.6, (2) the Parent Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action is required in order for the board of directors of Parent to comply would be inconsistent with its fiduciary obligations to Parent's ’s stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of ParentParent on terms no less favorable to Parent in the aggregate than the terms of the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of if any of its directors, executive officers or any Parent Designated Representative takes an action that, if taken by Parent, would violate the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiariessentence, whether or not then such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, action shall be deemed to constitute a breach of such restriction by Parent. In furtherance of its obligations hereunder, to the extent that Parent has Knowledge that any of its Representative has taken an action that, if taken by Parent, would violate any of the restrictions set forth in this Section 4.5 by Parent5.6, then Parent shall immediately instruct such Representative to cease such action.

No Solicitation by Parent. Parent and its subsidiaries and the officers, directors, employees or other agents of Parent and its subsidiaries (acollectively, "Parent Representatives") Parent shall not will not, directly or indirectly, and shall not authorize (i) take any action to solicit, initiate or permit encourage or agree to any Parent Takeover Proposal (as defined in Section 7.3(f)), or (ii) subject to the terms of the immediately following sentence, engage in any discussions or negotiations with, or disclose any nonpublic information relating to Parent or any of its Subsidiaries subsidiaries to, or afford access to the properties, books or records of Parent or any Representative directly or indirectly of its subsidiaries to, (i) solicit, initiate, encourage, induce or facilitate the any person that has advised Parent that it may be considering making, submission or announcement of any Parent Acquisition Proposal or take any action that could reasonably be expected to lead to has made, a Parent Acquisition Takeover Proposal, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, howeverthat nothing herein shall prohibit Parent's Board of Directors from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Notwithstanding the immediately preceding sentence, that this if, prior to approval of the issuance of the shares of Parent Common Stock pursuant to Section 4.5(a1.6(a) and the Parent Share Increase by Parent stockholders, an unsolicited written Parent Takeover Proposal shall not prohibit (A) be received by the Board of Directors of Parent, or then, to the extent the Board of Directors of Parent believes in good faith (after advice from furnishing nonpublic information regarding its financial advisor and after considering all terms and conditions of such written Parent toTakeover Proposal, or entering into discussions with, including the likelihood and timing of its consummation) that such Parent Takeover Proposal would result in a transaction more favorable to Parent's stockholders from a financial point of view than the transaction contemplated by this Agreement (any Person in response such more favorable Parent Takeover Proposal being referred to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2Agreement as a "Superior Parent Proposal") and the Board of Directors of Parent concludes determines in good faith, faith after consultation with its advice from outside legal counsel, counsel that such action it is required necessary to do so in order for the board Board of directors Directors of Parent to comply with its fiduciary obligations duties to Parent's stockholders under applicable Legal Requirementslaw, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, then Parent gives the Company written notice of the identity of such Person and of Parent's intention to Representatives may furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic in connection therewith information to the Company (party making such Superior Parent Proposal and, subject to the extent provisions hereof, engage in negotiations with such nonpublic information has party, and such actions shall not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute considered a breach of this Section 4.5 4.4 or any other provisions of this Agreement; provided that in each such event Parent notifies Company of such determination by the Parent Board of Directors and provides Company with a true and complete copy of the Superior Parent Proposal received from such third party, and provides (or has provided) Company with all documents containing or referring to non-public information of Parent that are supplied to such third party; provided, however, that Parent provides such non-public information only pursuant to a non-disclosure agreement at least as restrictive on such third party as the Confidentiality Agreement (as defined in Section 5.4) is on Parent.; and provided further that Parent Representatives shall not agree to or endorse any Parent Takeover Proposal and the Parent Board of Directors shall not withdraw its recommendation that the stockholders of Parent approve the issuance of the shares of Parent Common Stock pursuant to Section 1.6(a) and the Parent Share Increase unless Parent has provided Company at least three (3) days prior notice of any such intent to agree or endorse such Parent Takeover Proposal or to withdraw such recommendation. Parent will promptly (and in any event within 24 hours) notify Company after receipt of any Parent Takeover Proposal or any notice that any person is considering making a Parent Takeover Proposal or any request for non-public information relating to Parent or any of its subsidiaries or for access to the properties, books or records of Parent or any of its subsidiaries by any person that has advised Parent that it may be considering making, or that has made, a Parent Takeover Proposal, or whose efforts to formulate a Parent Takeover Proposal would be assisted thereby (such notice to include the identity of such person or persons), and will keep Company fully informed of the status and details of any such Parent Takeover Proposal notice, request or correspondence or communications related thereto, and shall provide Company with a true and complete copy of such Parent Takeover Proposal notice or any amendment thereto, if it is in writing, or a complete written summary thereof, if it is not in writing. Parent shall immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted heretofore with respect to a Parent Takeover Proposal. ARTICAL V ADDITIONAL AGREEMENTS

No Solicitation by Parent. (a) Except as expressly permitted by this Section 7.5, none of Parent or any of its Subsidiaries shall not (whether directly or indirectly through Affiliates, directors, officers, employees, representatives, advisors or other intermediaries), nor shall Parent (directly or indirectly, and shall not ) authorize or permit any of its or their controlled Affiliates, officers, directors, representatives, advisors or other intermediaries or Subsidiaries or any Representative directly or indirectly to, : (i) solicit, initiate, encourage, induce initiate or knowingly encourage or knowingly facilitate the makingsubmission of inquiries, submission proposals or announcement of offers from any Parent Acquisition Proposal Person (other than the Company) relating to or take any action that could would reasonably be expected to lead to a any Parent Acquisition Proposal, or agree to or endorse any Parent Acquisition Proposal; (ii) enter into any agreement (x) to consummate any Parent Acquisition Proposal or otherwise relating to any Parent Acquisition Proposal, (iiy) furnish to approve or endorse any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead (z) to a require Parent, in connection with any Parent Acquisition Proposal, to abandon, terminate or fail to consummate the Merger; (iii) engage enter into or participate in any discussions or negotiations in connection with any Person Parent Acquisition Proposal or inquiry with respect to any Parent Acquisition Proposal, or furnish to any Person any non-public information with respect to its business, properties or assets in connection with any Parent Acquisition Proposal; or (iv) approveagree, endorse propose or recommend resolve to take, or take, any of the actions prohibited by clause (i), (ii) or (iii) of this sentence. Parent shall immediately cease, and cause its Affiliates, directors, officers, employees, representatives, advisors and other intermediaries to immediately cease, any and all existing activities, discussions or negotiations with any parties conducted with respect to any of the matters referenced in the preceding sentence. Parent shall, and shall cause its Affiliates to, promptly request any Person that has executed a confidentiality or non-disclosure agreement in connection with any actual or potential Parent Acquisition Proposal to return or (v) enter into any letter destroy all confidential information in the possession of intent such person or similar document or any Contract contemplating or otherwise relating to any its representatives. Parent Acquisition Transaction; provided, however, that shall promptly inform its representatives and advisors of Parent’s obligations under this Section 4.5(a) shall not prohibit (A) Parent, or the Board 7.5. Any violation of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence 7.5 by any Representative representative or advisor of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, Subsidiaries shall be deemed to constitute be a breach of this Section 4.5 7.5 by Parent.

No Solicitation by Parent. (ai) Parent shall not directly or indirectlyUnless and until this Agreement is terminated in accordance with the provisions of Article VII, and shall not authorize or permit any without the prior written consent of the Company, none of Parent, its Subsidiaries or any Representative of Parent or any of its Subsidiaries shall directly or indirectly (A) initiate, solicit, seek or knowingly encourage or support any inquiries, proposals or offers that constitute or may reasonably be expected to lead to, an Acquisition Proposal, (iB) solicitengage or participate in, initiateor knowingly facilitate, encourageany discussions or negotiations regarding any inquiries, induce proposals or facilitate offers that constitute, or may reasonably be expected to lead to, an Acquisition Proposal, (C) furnish to any Person other than the making, submission or announcement of Company any Parent Acquisition Proposal or take any action non-public information that could reasonably be expected to lead to a Parent be used for the purposes of formulating any Acquisition Proposal, (iiD) waive, terminate, modify or release any Person (other than the Company and its Affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation, or (E) enter into any letter of intent, agreement in principle or other similar type of agreement relating to an Acquisition Proposal, or enter into any agreement or agreement in principle requiring Parent to abandon, terminate or fail to consummate the transactions contemplated hereby or resolve, propose or agree to do any of the foregoing; provided, however, that prior to the approval of the Parent Stockholder Matters at the Parent Stockholder Meeting, Parent may take the following actions in response to an unsolicited bona fide written Acquisition Proposal received by Parent or its Representatives after the date hereof that the Parent Board has determined, in good faith, after consultation with its outside counsel and independent financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal: (1) furnish any nonpublic information regarding Parent or its Subsidiaries to any the Person in connection with or in response to a Parent making the Acquisition Proposal or an inquiry or indication of interest that could lead to (a “Parent Acquisition Proposal, Qualified Bidder”); and (iii2) engage in discussions or negotiations with any Person the Parent Qualified Bidder and its representatives with respect to any Parent such Acquisition Proposal; provided that (w) Parent receives from the Parent Qualified Bidder an executed confidentiality agreement the terms of which are not less restrictive to such Person than those contained in the Confidentiality Agreement, and containing additional provisions that expressly permit Parent to comply with the terms of this Section 5.06 (a copy of such confidentiality agreement shall promptly, and in any event within twenty-four (24) hours, be provided to the Company for informational purposes only), (ivx) approve, endorse Parent contemporaneously supplies to the Company any such nonpublic information or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating access to any such nonpublic information to the extent it has not been previously provided or made available to the Company, (y) Parent Acquisition Transaction; provided, however, that has not breached this Section 4.5(a) shall not prohibit 5.06, and (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2z) the Parent Board of Directors of Parent concludes determines in good faith, after consultation with its outside legal counsel, that failure to take such action is required in order for actions would be inconsistent with the board fiduciary duties of directors of the Parent to comply with its fiduciary obligations to Parent's stockholders Board under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by ParentLaws.

No Solicitation by Parent. (a) Except as provided in Section 5.5(b) or Section 5.5(d) below, from the execution and delivery of this Agreement until the earlier of termination of this Agreement or the Effective Time, Parent shall not directly or indirectlynot, and shall not authorize or permit any of its Subsidiaries officers, directors, investment bankers, attorneys, accountants or any Representative other advisors, agents or representatives (collectively, "Parent Representatives"), to, directly or indirectly tothrough another person, (i) solicit, initiate, encourageseek, solicit or knowingly encourage (including by way of furnishing any non-public information relating to Parent or any of its subsidiaries), or knowingly induce or facilitate take any other action which would reasonably be expected to lead to the making, submission or announcement of any Parent Acquisition Proposal or take any action (the definition of which, solely for purposes of this clause (i), shall be deemed to include transactions that (A) do not include a condition that the transactions contemplated by this Agreement do not occur and/or (B) could reasonably be expected to lead to a Parent Acquisition Proposalcompleted if the transactions contemplated by this Agreement occur), (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in negotiations or discussions with, or negotiations with provide any Person with respect non-public information or non-public data to, any person (other than the Company or any of its affiliates or any Company Representatives) relating to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or grant any waiver or release under any standstill or other agreement (v) enter into any letter of intent or similar document except that if the Parent Board (or any Contract contemplating committee thereof) determines in good faith that the failure to grant any waiver or otherwise relating release would be inconsistent with the Parent directors' fiduciary duties under applicable law, Parent may waive any such standstill provision in order to any permit a third party to make a Parent Acquisition Transaction; provided, however, that this Section 4.5(aProposal) shall not prohibit or (Aiii) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response resolve to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated do any of the restrictions set forth foregoing. Notwithstanding the foregoing, nothing contained in this Section 4.5, (2) the Board of Directors of Parent concludes 5.5 or in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person Section 6.4 or any of such Person's Representatives by other provision hereof shall prohibit Parent or on behalf of Parent, the Parent Board (or any committee thereof) from taking and (4) at least two business days prior disclosing to furnishing Parent Stockholders its position with respect to any such nonpublic takeover offer for Parent or any price sensitive information to such Person, that Parent furnishes such nonpublic information reasonably determines requires disclosure pursuant to the Company (UK Listing Rules or pursuant to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule Rules 14d-9 and 14e-2 promulgated under the Exchange Act Act. Any disclosure made in accordance with regard to the foregoing sentence that constitutes a Parent Acquisition Proposal. Without limiting the generality Adverse Recommendation Change shall result in all of the foregoing, consequences of a Parent acknowledges and agrees that any violation of any of the restrictions Adverse Recommendation Change set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by ParentAgreement.

No Solicitation by Parent. (a) Parent shall not directly not, nor shall it authorize or indirectlypermit Sub to, and nor shall not it authorize or permit any of its Subsidiaries officer, director or employee of, or any Representative investment banker, attorney, accountant or other advisor or representative (collectively, "Representatives") of, Parent or Sub to, directly or indirectly toindirectly, (i) solicit, initiate, encourage, induce initiate or facilitate encourage the making, submission or announcement of any Parent Acquisition Takeover Proposal (as defined in Section 5.02(e)), (ii) enter into any agreement with respect to any Parent Takeover Proposal or (iii) 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 could constitutes, or may reasonably be expected to lead to, any Parent Takeover Proposal. Notwithstanding the foregoing, at any time prior to a receipt of the Parent Acquisition ProposalStockholder Approval, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a bona fide written Parent Acquisition Takeover Proposal that the Parent Board determines, in good faith (based on the written advice of the Parent's independent financial advisor) constitutes or an inquiry or indication of interest that could is reasonably likely to lead to a Superior Parent Acquisition Proposal, and which Parent Takeover Proposal was not solicited by Parent and that did not otherwise result from a breach or a deemed breach of this Section 5.02(a), Parent may, if the Parent Board determines in good faith (iiibased on the written opinion of outside counsel) engage in discussions or negotiations that the failure to do so would cause the Parent Board to violate its fiduciary duties under applicable Law, and subject to providing prior written notice of its decision to take such action to the Company and compliance with any Person Section 5.02(c), (x) furnish information with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard person making such Parent Takeover Proposal and its Representatives pursuant to a customary confidentiality agreement and (y) participate in discussions but not negotiations with such person and its Representatives regarding such Parent Acquisition Takeover Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representative or affiliate of Parent or its SubsidiariesSub, whether or not such Representative person is purporting to act on behalf of Parent or any Subsidiary of ParentSub or otherwise, shall be deemed to constitute be a breach of this Section 4.5 5.02(a) by Parent. Parent shall, and shall cause its Representatives to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, a Parent Takeover Proposal.

No Solicitation by Parent. (a) Parent shall not directly or indirectlynot, and nor shall not it authorize or permit any Parent Subsidiary to, nor shall it authorize or permit any Representative of its Subsidiaries Parent or any Representative Parent Subsidiary to, directly or indirectly to, (i) solicit, initiate, knowingly encourage, induce or facilitate the makingfacilitate, submission or announcement of furnish or disclose non-public information in furtherance of, any Parent Acquisition Alternative Proposal or take any action inquiry or proposal that could would reasonably be expected to result in or lead to a Parent Acquisition Alternative Proposal, (ii) furnish enter into any information regarding Parent or its Subsidiaries agreement with respect to any Person Parent Alternative Proposal (except an Acceptable Confidentiality Agreement in connection accordance with this Section 5.03(a)) or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage enter into, participate in or continue any discussions or negotiations with any Person person (other than the Parent’s Representatives) regarding, or furnish or disclose to any person any non-public information with respect to to, or otherwise cooperate in any way with any person (whether or not a person making a Parent Alternative Proposal) with respect to, any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Alternative Proposal or (v) enter into any letter of intent inquiry or similar document proposal that would reasonably be expected to result in or any Contract contemplating or otherwise relating lead to any a Parent Acquisition TransactionAlternative Proposal; provided, however, that this Section 4.5(a) shall not prohibit (A) Parentthat, or prior to obtaining the Board of Directors of Parent from furnishing nonpublic information regarding Shareholder Approval, Parent toand its Representatives may, or entering into discussions with, any Person in response to a written Parent Alternative Proposal that the Parent Board determines in good faith (after consultation with its outside legal counsel and financial advisor) is bona fide and constitutes, or is reasonably expected to result in or lead to, a Superior Offer that is submitted Parent Alternative Proposal, and which Parent Alternative Proposal was unsolicited, was made after the date of this Agreement and did not otherwise result from a breach of this Section 5.03(a), subject to compliance with Section 5.03(c), (x) furnish information with respect to Parent by and the Parent Subsidiaries to the person making such Person Parent Alternative Proposal and its Representatives (provided that all such information has been provided to the Company or is provided to the 46 Company prior to or substantially concurrent with the time it is provided to such person) pursuant to a customary confidentiality agreement not less restrictive of the person making the Parent Alternative Proposal and not withdrawnits Representatives than the Confidentiality Agreement (a “Parent Acceptable Confidentiality Agreement”) and (y) participate in discussions regarding the terms of such Parent Alternative Proposal and the negotiation of such terms with, and only with, the person (or group of persons) making such Parent Alternative Proposal and its Representatives, in each case if (1) neither Parentand so long as the Parent Board determines in good faith after consultation with its outside legal counsel that providing such information or engaging in such negotiations or discussions is reasonably likely to be required for the directors to comply with their fiduciary duties under applicable Law. Without limiting the foregoing, its Subsidiaries nor their respective Representatives shall have violated it is agreed that any violation of the restrictions set forth in this Section 4.5, (25.03(a) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative or affiliate of Parent or its Subsidiariesany Parent Subsidiary, whether or not such Representative person is purporting to act on behalf of the Parent or any Parent Subsidiary of Parentor otherwise, shall be deemed to constitute be a breach of this Section 4.5 by Parent.5.03(a)

No Solicitation by Parent. (a) Parent shall not directly or indirectlynot, and shall not authorize or permit any of its Subsidiaries controlled affiliates or any of its or their officers, directors or employees to, and shall use its reasonable best efforts to cause any Representative retained by it or any of its controlled affiliates not to, directly or indirectly toindirectly, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing information), encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or knowingly take any other action that could reasonably be expected designed to lead to facilitate, any inquiries regarding, or the making of, any proposal the consummation of which would constitute a Parent Acquisition Proposal, Alternative Transaction or (ii) furnish participate in any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations negotiations, or cooperate in any way with any Person person (or group of persons), with respect to any inquiries regarding, or the making of, any proposal the consummation of which would constitute a Parent Acquisition ProposalAlternative Transaction, except to notify such person (ivor group of persons) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter as to the existence of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transactionthe provisions of this Section 5.3; provided, however, that this Section 4.5(a) shall not prohibit (A) Parentif, or at any time prior to obtaining the Parent Shareholder Approval, the Board of Directors of Parent determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that any such proposal that did not result from furnishing nonpublic information regarding Parent to, a material breach of this Section 5.3(a) constitutes or entering into discussions with, any Person could reasonably be expected to result in response to a Parent Superior Offer that is submitted Proposal, subject to compliance with Section 5.3(d), Parent and its Representatives may (A) furnish information with respect to Parent by and its subsidiaries to the person (or group of persons) making such Person proposal (and not withdrawnits Representatives and financing sources) if (1provided that all such information has previously been provided to the Company or is provided to the Company prior to or substantially concurrent with the time it is provided to such person) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any pursuant to a customary confidentiality agreement containing terms (including as to confidentiality and “standstill” terms) generally no less restrictive than the terms of the restrictions set forth in this Section 4.5, Confidentiality Agreement (2) provided that such “standstill” terms may be waived by the Board of Directors of Parent concludes if it determines, in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent failure to comply do so would be reasonably likely to be inconsistent with its fiduciary obligations to Parent's stockholders duties under applicable Legal Requirements, (3Applicable Law) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying participate in discussions or negotiations regarding such proposal with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposalperson (or group of persons) making such proposal (and its Representatives and financing sources). Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach For purposes of this Section 4.5 by Parent.Agreement, “

No Solicitation by Parent. (a) Parent, the Parent Subsidiaries, including Sub, and their respective Representatives immediately shall cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with respect to any Parent Takeover Proposal (as defined in Section 5.03(e)) and, to the extent permitted by the applicable confidentiality or similar agreement, governing such activities, discussions or negotiations require any third parties to such activities, discussions or negotiations to return to Parent or to destroy all confidential information of Parent or any Parent Subsidiary. Parent shall not directly or indirectlynot, and nor shall not it authorize or permit any Parent Subsidiary to, nor shall it authorize or permit any Representative of its Subsidiaries Parent or any Representative directly or indirectly Parent Subsidiary to, (i) directly or indirectly solicit, initiateinitiate or encourage (including by way of furnishing information) the submission of, encourageor take any other action designed to facilitate, induce any inquiries or facilitate the makingmaking of any proposal that constitutes or is reasonably expected to lead, submission or announcement of any Parent Takeover Proposal, (ii) enter into any Parent Acquisition Agreement (as defined in Section 5.03(b)) with respect to any Parent Takeover Proposal or (iii) directly or indirectly 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 could constitutes, or may reasonably be expected to lead to a Parent Acquisition Proposalto, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Takeover Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors prior to receipt of Parent from furnishing nonpublic information regarding Shareholder Approval (the "Parent toApplicable Period"), or entering into discussions withParent may, any Person to the extent required by the fiduciary obligations of the Parent Board to the shareholders of Parent under applicable Law, as determined in good faith by a majority of the members of the Parent Board after consultation with Parent's outside counsel, in response to a bona fide written Parent Superior Offer Takeover Proposal that is submitted to Parent made by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any a person a majority of the restrictions set forth in this Section 4.5members of the Parent Board determine, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirementsoutside counsel and financial advisors, constitutes or is reasonably expected to result in a Superior Parent Proposal that was not solicited by Parent or its Representatives and that did not otherwise result from a breach or a deemed breach of this Section 5.03(a), and subject to compliance with Section 5.03(c), (3x) at least two business days prior furnish information with respect to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Companyperson making such Parent Takeover Proposal pursuant to a confidentiality and standstill agreement not less restrictive of the other party than the Confidentiality Agreement (as defined in Section 6.02); provided that such confidentiality and standstill agreement may allow such party to submit to Parent a non-public proposal or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard offer relating to a Parent Acquisition Takeover Proposal; and (y) participate in discussions with such person and its Representatives regarding any Parent Takeover Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representative or affiliate of Parent or its Subsidiariesany Parent Subsidiary, whether or not such Representative person is purporting to act on behalf of Parent or any Parent Subsidiary of Parentor otherwise, shall be deemed to constitute be a breach of this Section 4.5 5.03(a) by ParentParent by including for all purposes of this Section 5.03(a), Section 5.03(b), Section 8.01(d) and Section 8.05(c); provided that Parent shall not be liable for any monetary damage on account of such deemed breach (for the avoidance of doubt, other than any fee due pursuant to Section 6.07(d)) so long as Parent or any Parent Subsidiary did not authorize or permit such violation.

No Solicitation by Parent. (a) Parent shall not directly or indirectlynot, and nor shall not it permit any Parent Subsidiary to, nor shall it authorize or knowingly permit any officer, director or employee of its Subsidiaries or any Representative directly investment banker, attorney, accountant or indirectly other advisor or representative of, Parent or any Parent Subsidiary to, (i) solicit, initiate, encourage, induce initiate or facilitate knowingly encourage the making, submission or announcement of any Parent Acquisition Proposal or take any action that could reasonably be expected to lead to a Parent Acquisition Takeover Proposal, (ii) furnish enter into any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person agreement with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Takeover Proposal or (viii) enter into provide any letter of intent or similar document or any Contract contemplating or otherwise relating non-public information regarding Parent to any third party or engage in any negotiations or substantive discussions in connection with any Parent Acquisition TransactionTakeover Proposal; provided, however, that this Section 4.5(a) shall not prohibit (A) Parentprior to receipt of the Parent Stockholder Approval, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent tomay, or entering into discussions with, any Person in response to a Parent Superior Offer Takeover Proposal that is submitted to Parent was not solicited by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated provide any of the restrictions set forth non-public information regarding itself to any third party or engage in this Section 4.5any negotiations or substantive discussions with such person regarding any Parent Takeover Proposal, (2) the in each case only if Parent's Board of Directors of Parent concludes determines in good faith, after consultation with counsel and its outside legal counselfinancial advisors, that such action is required actions could result in order a Parent Superior Proposal. For purposes of this Agreement, "Parent Takeover Proposal" means (i) any proposal or offer for a merger, consolidation or other business combination involving Parent or any Parent Significant Subsidiary, (ii) any proposal or offer to acquire in any manner, directly or indirectly, more than 20% of the board of directors outstanding shares of Parent Common Stock or (iii) any proposal or offer to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirementsacquire in any manner, (3) at least two business days prior to furnishing any such nonpublic information todirectly or indirectly, assets of Parent or entering into discussions with, such Person, the Parent gives the Company written notice Subsidiaries representing more than 20% of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf consolidated assets of Parent, other than the transactions contemplated by this Agreement. Parent shall, and (4) at least two business days prior shall cause each Parent Subsidiary to, immediately cease and cause to furnishing be terminated any such nonpublic information to such Personexisting activities, discussions or negotiations by Parent, any Parent Subsidiary or any officer, director or employee of or investment banker, attorney, accountant or other advisor or representative of, Parent furnishes such nonpublic information or any Parent Subsidiary, with any parties conducted heretofore with respect to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality any of the foregoing. For purposes of this Agreement, a "Parent acknowledges and agrees Significant Subsidiary" means any Parent Subsidiary that any violation constitutes a "significant subsidiary" of any Parent within the meaning of Rule 1-02 of Regulation S-X of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by ParentSEC.

No Solicitation by Parent. (a) During the period from the execution and delivery of this Agreement by each of the parties hereto and continuing until the earlier of the termination of this Agreement or the Effective Time, the Parent shall not do, cause or permit any of the following actions by it or any Parent Subsidiary nor shall the Parent permit any of the Parent’s Representatives to take (directly or indirectly) any of the following actions with any Person listed on Schedule 4.3(a): (i) solicit, and shall not encourage, initiate, or encourage any proposal or offer from, or participate or engage in or conduct discussions or negotiations with, any Person relating to any offer or proposal, oral, written or otherwise, formal or informal, with respect to any possible Business Combination with the Parent or any Parent Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized) (a “Parent Competing Proposed Transaction”); (ii) provide information with respect to the Parent or any Parent Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized) to any Person listed on Schedule 4.3(a), relating to (or which the Parent believes would be used for the purpose of formulating or soliciting an offer or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Business Combination with the Parent or any Parent Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized); (iii) approve or agree to or enter into a Contract with any Person providing for a Parent Competing Proposed Transaction; or (iv) authorize or permit any of its Subsidiaries or any Representative directly or indirectly to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or Company’s Representatives to take any action that could reasonably such action. The Parent shall immediately cease and cause to be expected to lead to a Parent Acquisition Proposal, (ii) furnish terminated any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions such contacts or negotiations with any Person with respect to any Parent Acquisition Proposal, (ivlisted on Schedule 4.3(a) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any such Parent Acquisition Competing Proposed Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) Parent, the Parent Subsidiaries, including Sub, and their respective Representatives immediately shall cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with respect to any Parent Takeover Proposal (as defined in Section 5.03(e)) and, to the extent permitted by the applicable confidentiality or similar agreement, governing such activities, discussions or negotiations require any third parties to such activities, discussions or negotiations to return to Parent or to destroy all confidential information of Parent or any Parent Subsidiary. Parent shall not directly or indirectlynot, and nor shall not it authorize or permit any Parent Subsidiary to, nor shall it authorize or permit any Representative of its Subsidiaries Parent or any Representative directly or indirectly Parent Subsidiary to, (i) directly or indirectly solicit, initiateinitiate or encourage (including by way of furnishing information) the submission of, encourageor take any other action designed to facilitate, induce any inquiries or facilitate the makingmaking of any proposal that constitutes or is reasonably expected to lead, submission or announcement of any Parent Takeover Proposal, (ii) enter into any Parent Acquisition Agreement (as defined in Section 5.03(b)) with respect to any Parent Takeover Proposal or (iii) directly or indirectly 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 could constitutes, or may reasonably be expected to lead to a Parent Acquisition Proposalto, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Takeover Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors prior to receipt of Parent from furnishing nonpublic information regarding Shareholder Approval (the “Parent toApplicable Period”), or entering into discussions withParent may, any Person to the extent required by the fiduciary obligations of the Parent Board to the shareholders of Parent under applicable Law, as determined in good faith by a majority of the members of the Parent Board after consultation with Parent’s outside counsel, in response to a bonafidewritten Parent Superior Offer Takeover Proposal that is submitted to Parent made by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any a person a majority of the restrictions set forth in this Section 4.5members of the Parent Board determine, (2) the Board of Directors of Parent concludes in good faith, after consultation with Parent’s outside counsel and financial advisors, constitutes or is reasonably expected to result in a Superior Parent Proposal that was not solicited by Parent or its outside legal counselRepresentatives and that did not otherwise result from a breach or a deemed breach of this Section 5.03(a), that such action is required in order for the board of directors of Parent and subject to comply compliance with its fiduciary obligations to Parent's stockholders under applicable Legal RequirementsSection 5.03(c), (3x) at least two business days prior furnish information with respect to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Companyperson making such Parent Takeover Proposal pursuant to a confidentiality and standstill agreement not less restrictive of the other party than the Confidentiality Agreement (as defined in Section 6.02); provided that such confidentiality and standstill agreement may allow such party to submit to Parent a non-public proposal or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard offer relating to a Parent Acquisition Takeover Proposal; and (y) participate in discussions with such person and its Representatives regarding any Parent Takeover Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representative or affiliate of Parent or its Subsidiariesany Parent Subsidiary, whether or not such Representative person is purporting to act on behalf of Parent or any Parent Subsidiary of Parentor otherwise, shall be deemed to constitute be a breach of this Section 4.5 5.03(a) by ParentParent by including for all purposes of this Section 5.03(a), Section 5.03(b), Section 8.01(d) and Section 8.05(c); provided that Parent shall not be liable for any monetary damage on account of such deemed breach (for the avoidance of doubt, other than any fee due pursuant to Section 6.07(d)) so long as Parent or any Parent Subsidiary did not authorize or permit such violation.

No Solicitation by Parent. (a) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except as otherwise set forth in this Section 7.02, Parent shall not, and shall cause its Subsidiaries not to. and shall use its reasonable best efforts to cause its and its Subsidiaries' Representatives not to, directly or indirectly, and shall not authorize or permit any of its Subsidiaries or any Representative directly or indirectly to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal initiate or take any action that could reasonably be expected to lead to a knowingly facilitate or knowingly encourage the submission of any Parent Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information regarding relating to Parent or any of its Subsidiaries or afford access to the business, properties, assets, books or records of Parent or any Person of its Subsidiaries to, otherwise cooperate in connection with any way with. or in response knowingly assist, participate in, knowingly facilitate or knowingly encourage any effort by, any Third Party that Parent knows is seeking to a Parent Acquisition Proposal make, or an inquiry or indication of interest that could lead to has made, a Parent Acquisition Proposal, (iii) engage (A) fail to make or withdraw or qualify, amend or modify in discussions any manner adverse to the Company, the Parent Board Recommendation, (B) fail to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus or negotiations with (C) recommend, adopt or approve or publicly propose to recommend, adopt or approve any Person with respect Parent Acquisition Proposal (any of the foregoing in this clause (iii), a "Parent Adverse Recommendation Change"). (iv) take any action to make any "moratorium," "control share acquisition," "fair price," "supermajority," "affiliate transactions" or "business combination statute or regulation" or other similar anti-takeover laws and regulations of the State of Delaware, including Section 203 of Delaware Law, inapplicable to any Third Party or any Parent Acquisition Proposal, (ivv) approveapprove any transaction (other than transactions contemplated by this Agreement) under, endorse or recommend any Person becoming a "Related Person" under, the Fifth Article of the certificate of incorporation of Parent as in effect on the date hereof, (vi) take any action to make any other anti takeover provision in the certificate of incorporation of Parent inapplicable to any Third Party or any Parent Acquisition Proposal or (vvii) enter into fail to enforce or grant any letter of intent waiver or release under any standstill or similar document agreement with respect to any class of equity securities of Parent or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or of its Subsidiaries unless the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, determines after consultation consulting with its outside legal counsel, counsel that the failure to waive such action is required in order for the board of directors of Parent to comply provision would be inconsistent with its fiduciary obligations duties under Applicable Law (provided that the obligation not to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior fail to furnishing enforce any such nonpublic information to, standstill or entering into discussions with, such Person, Parent gives the Company written notice of the identity similar agreement under this Section 7.02(a)(vii) shall apply with respect to known breaches of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Companyagreements only); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) Parent shall not directly or indirectlyagrees that, and shall not authorize or permit prior to the Effective Time, neither it nor any of its Subsidiaries or any Representative shall, and that it shall cause its and each of its Subsidiaries’ officers, directors, employees, advisors, representatives and agents not to, directly or indirectly toindirectly, (i) solicit, initiateinitiate or encourage (including by way of providing information), encourageor knowingly facilitate any inquiries, induce proposals or facilitate offers with respect to, or the makingmaking or completion of, submission or announcement of any Parent Acquisition Proposal or take any action that could reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish provide or disclose any non-public information regarding to any Person relating to the Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal Proposal, participate or an inquiry engage in any discussions or indication of interest that could lead negotiations concerning a Parent Acquisition Proposal, or otherwise take any action to facilitate any effort or attempt to make or implement a Parent Acquisition Proposal, (iii) engage in discussions approve, endorse, recommend, agree to or negotiations with any Person with respect accept, or propose publicly to approve, recommend, endorse, agree to or accept, any Parent Acquisition Proposal, (iv) withdraw, modify or amend the Parent Recommendation in any manner adverse to Company, (v) approve, endorse recommend, endorse, agree to or recommend accept, or propose to approve, recommend, endorse, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Parent Acquisition Proposal or (vvi) enter into any letter of intent resolve, propose or similar document or any Contract contemplating or otherwise relating agree to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated do any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposalforegoing. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of the Parent’s Subsidiaries or any of the Parent’s or the Parent Subsidiaries’ officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by Parent or its the Parent Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, ) shall be deemed to constitute a breach of this Section 4.5 4.4(a) by Parent. Parent shall promptly inform its advisors and representatives of Parent’s obligations under this Section 4.4(a). Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Parent Acquisition Proposal (except with respect to the transactions contemplated by this Agreement).

No Solicitation by Parent. (a) From the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with its terms, except as otherwise set forth in this Section 6.02, Parent shall not, and shall cause its Subsidiaries and controlled Affiliates and its and their respective officers, directors and employees not to, and shall use reasonable best efforts to cause its and their other respective Representatives, not to, directly or indirectly, and shall not authorize or permit any of its Subsidiaries or any Representative directly or indirectly to, (i) solicit, initiate, encourage, initiate or take any action to knowingly facilitate (including by way of providing non-public information outside of the ordinary course of business with respect to existing bona fide commercial relationships without the intent of circumventing the foregoing restrictions) or knowingly encourage or induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action inquiry, indication of interest or proposal that could would reasonably be expected to lead to a Parent Acquisition Proposal, ; (ii) enter into or participate in any discussions or negotiations with, furnish any information regarding relating to Parent or any of its Subsidiaries or afford access to the business, officers, directors, employees, properties, assets, books or records of Parent or any Person of its Subsidiaries to, otherwise cooperate in connection with any way with, or in response knowingly assist, participate in, facilitate or knowingly encourage any effort by, any Third Party that Parent knows, or would reasonably be expected to know, is actively evaluating, seeking to make, or has made, a Parent Acquisition Proposal or an any inquiry or indication of interest proposal that could would reasonably be expected to lead to a Parent Acquisition Proposal, ; or (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter except as required by the duties of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent under Applicable Law (as determined by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its Parent’s outside legal counseladvisors), that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirementswaive, terminate, modify or release any Third Party (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives other than the Company written notice and its Affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation. Any violation of the identity of such Person and foregoing restrictions by any of Parent's intention to furnish nonpublic information to, ’s Subsidiaries or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative Representatives of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parentso authorized, shall be deemed to constitute a breach of this Section 4.5 Agreement by Parent.. Except as permitted by this Section 6.02, neither the Board of Directors of Parent nor any committee thereof shall: (x)(A) fail to make, withdraw or qualify, amend or modify, in each case, in any manner adverse to the Company, the Parent Board Recommendation, (B) fail to include the Parent Board Recommendation in the Proxy Statement, (C) recommend, adopt or approve any Parent

No Solicitation by Parent. (a) Parent shall not directly or indirectly, and shall not authorize or permit any of its Subsidiaries the other Parent Entities or any Representative of the Parent Entities, directly or indirectly to, (i) solicit, initiate, encourageknowingly encourage or knowingly induce, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action that could would reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish any information regarding any Parent or its Subsidiaries Entities to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could would lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the Required Parent Stockholder Vote, this Section 4.5(a4.4(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding the Parent Entities to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries Parent nor their respective Representatives any Representative of the Parent Entities shall have violated breached or taken any action inconsistent with any of the restrictions provisions set forth in this Section 4.54.4, (2) the Board board of Directors directors of Parent concludes in good faith, after consultation with having taken into account the advice of its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirementslaw, (3) at least two three business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of ParentParent and containing customary "standstill" provisions, and (4) at least two three business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation action inconsistent with of any of the restrictions provisions set forth in the preceding sentence by any Representative of the Parent or its SubsidiariesEntities, whether or not such Representative is purporting to act on behalf of any of the Parent or any Subsidiary of ParentEntities, shall be deemed to constitute a breach of this Section 4.5 4.4 by Parent.

No Solicitation by Parent. (a) Parent shall not not, directly or indirectly, and shall not authorize or permit any ensure that each of its Subsidiaries or any Representative do not, and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly to, indirectly: (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action that could reasonably be expected to lead to a Parent Acquisition Proposal, Inquiry; (ii) furnish or otherwise provide access to any information regarding Parent or any of its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, Inquiry; (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, ; (iv) approve, endorse or recommend any Parent Acquisition Proposal or Proposal; (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition TransactionTransaction (other than a confidentiality agreement as described in clause “(D)(2)” below); or (vi) publicly propose to do any of the foregoing described in clauses “(i)” through “(v)” above; provided, however, that prior to the approval of the Parent Share Issuance by the Required Parent Shareholder Vote, this Section 4.5(a4.4(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent or any of its Subsidiaries to, or entering into discussions or negotiations with, any Person in response to a Parent Superior Offer Acquisition Proposal that is submitted to Parent by such Person (and has not been withdrawn) if (1A) neither Parent, Parent nor any Representative of Parent or any of its Subsidiaries nor their respective Representatives shall have violated materially breached any of the restrictions provisions set forth in this Section 4.54.4(a), (2B) the Board board of Directors directors of Parent determines in good faith, after having taken into account the advice of an independent financial advisor of nationally recognized reputation and Parent’s outside legal counsel, that such Parent Acquisition Proposal constitutes or could reasonably be expected to lead to a Parent Superior Offer, (C) the board of directors of Parent concludes in good faith, after consultation with having taken into account the advice of its outside legal counsel, that the failure to take such action is required in order for the board of directors of Parent would reasonably be expected to comply be inconsistent with its fiduciary obligations to Parent's stockholders ’s shareholders under applicable Legal Requirementslaw, (3D) at least two business days 24 hours prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person, Parent (1) gives the Company written notice of the identity of such Person and of Parent's ’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person, and Parent (2) receives from such Person Person, and delivers to the Company a copy of, an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of ParentParent and its Subsidiaries, “standstill” provisions no less favorable to Parent than the “standstill” provisions contained in the Confidentiality Agreement and other provisions no less favorable to Parent than the provisions of the Confidentiality Agreement (and which shall permit Parent to comply with the terms of Section 4.4(b)) and (43) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence action taken by any Representative of Parent or any of its Subsidiaries, whether Subsidiaries acting or not such Representative is purporting to act on behalf of Parent or any Subsidiary of its Subsidiaries which, if taken by Parent, would constitute a breach of any of the provisions set forth in the preceding sentence shall be deemed to constitute a breach of this Section 4.5 4.4 by Parent.

No Solicitation by Parent. (a) Parent shall not directly or indirectlynot, and nor shall not it permit any Parent Subsidiary to, nor shall it authorize or permit any officer, director or employee of its Subsidiaries or any Representative directly investment banker, attorney, accountant or indirectly other advisor or representative of, Parent or any Parent Sub- sidiary to, (i) solicit, initiate, encourage, induce initiate or facilitate encourage the making, submission or announcement of any Parent Acquisition Takeover Proposal or take any action that could reasonably be expected to lead to a Parent Acquisition Proposal(as defined below), (ii) furnish enter into any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person agreement with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Takeover Proposal or (viii) enter into provide any letter of intent or similar document or any Contract contemplating or otherwise relating non-public information regarding Parent to any third party or engage in any negotiations or substantive discussions in connection with any Parent Acquisition TransactionTakeover Proposal; provided, however, that this Section 4.5(a) shall not prohibit (A) Parentprior to receipt of the Parent Stockholder Approval, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent tomay, or entering into discussions with, any Person in response to a Parent Superior Offer Takeover Proposal that is submitted to was not solicited by Parent by such Person (and that did not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any otherwise result from a breach of the restrictions set forth in this Section 4.54.03(a), (2) the provide any non-public information regarding itself to any third party or engage in any negotiations or substantive discussions with such person regarding any Parent Takeover Proposal, in each case only if Parent's Board of Directors of Parent concludes determines in good faith, after consultation with counsel and its outside legal counselfinancial advisors, that failing to take such action is required in order for the board would create a reasonable possibility of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice a breach of the identity of such Person and fiduciary duties of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure Board of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of ParentDirectors, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) nothing contained in this Agreement shall prevent Parent or its Board of Directors from complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition ProposalTakeover Proposal or prevent Parent's Board of Directors from taking any action permitted by Section 5.01(e). Without limiting the generality of the foregoing, Parent acknowledges and agrees it is understood that any violation of any of the restrictions set forth in the preceding sentence by any Representative executive officer of Parent or its Subsidiariesany Parent Subsidiary or any investment banker, attorney, accountant or other advisor or representative of Parent or any Parent Subsidiary, whether or not such Representative person is purporting to act on behalf of Parent or any Parent Subsidiary of Parentor otherwise, shall be deemed to constitute be a breach of this Section 4.5 by Parent.4.03(a)

No Solicitation by Parent. (ai) Parent shall not directly or indirectlyUnless and until this Agreement is terminated in accordance with the provisions of Article IX, and shall not authorize or permit any without the prior written consent of Company, none of Parent, its Subsidiaries or any Representative of Parent or any of its Subsidiaries shall directly or indirectly to(A) initiate, (i) solicit, initiateseek or knowingly encourage or support any inquiries, encourage, induce proposals or facilitate the making, submission offers that constitute or announcement of any Parent Acquisition Proposal or take any action that could may reasonably be expected to lead to, a Parent Acquisition Proposal (as defined below), (B) engage or participate in, or knowingly facilitate, any discussions or negotiations regarding, or furnish any nonpublic information to any Person in connection with, any inquiries, proposals or offers that constitute, or may reasonably be expected to lead to, a Parent Acquisition Proposal, or (C) enter into any letter of intent, agreement in principle or other similar type of agreement relating to a Parent Acquisition Proposal, or enter into any agreement or agreement in principle requiring Parent to abandon, terminate or fail to consummate the transactions contemplated hereby or resolve, propose or agree to do any of the foregoing; provided, however, that prior to the approval of the Merger and issuance of the Parent Common Stock by Parent’s stockholders at the Parent Stockholders’ Meeting, Parent may take the following actions in response to an unsolicited bona fide written Parent Acquisition Proposal received after the date hereof that the Board of Directors of Parent has determined, in good faith, after consultation with its outside counsel and independent financial advisors, constitutes, or would reasonably be expected to lead to, a Parent Superior Offer: (ii1) furnish any nonpublic information regarding Parent or its Subsidiaries to any Person in connection with or in response to a the third party making the Parent Acquisition Proposal or an inquiry or indication of interest that could lead to (a “Parent Acquisition Proposal, Qualified Bidder”); and (iii2) engage in discussions or negotiations with any Person the Parent Qualified Bidder and its representatives with respect to any such Parent Acquisition Proposal; provided that (w) Parent receives from the Parent Qualified Bidder an executed confidentiality agreement the terms of which are not less restrictive to such Person than those contained in the Confidentiality Agreement, and containing additional provisions that expressly permit Parent to comply with the terms of this Section 4.5 (a copy of such confidentiality agreement shall promptly, and in any event within twenty-four (24) hours, be provided to the Company for informational purposes only), (ivx) approve, endorse Parent contemporaneously supplies to the Company any such nonpublic information or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating access to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing such nonpublic information regarding to the extent it has not been previously provided or made available to the Company, (y) Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and has not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in breached this Section 4.5, and (2z) the Board of Directors of Parent concludes determines in good faith, after consultation with its outside legal counsel, that taking such action is actions would be required in order for the board of directors of Parent to comply with its the fiduciary obligations to Parent's stockholders duties of the Board of Directors of Parent under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) Parent shall not agrees that neither it nor any of its subsidiaries nor any of their respective Representatives, will, directly or indirectly, and shall not authorize initiate, solicit, encourage or permit otherwise facilitate any inquiries or the making of any Parent Takeover Proposal (as hereinafter defined). Parent further agrees that neither it nor any of its Subsidiaries subsidiaries nor any of their Representatives will, directly or indirectly, engage in any negotiations concerning, or provide any confidential or non-public information or data to, afford access to the properties, books or records of Parent or any Representative directly or indirectly of its subsidiaries to, (i) solicitor have any discussions with, initiate, encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action that could reasonably be expected to lead person relating to a Parent Acquisition Takeover Proposal, (ii) furnish enter into any information regarding Parent agreement or its Subsidiaries to any Person in connection with or in response instrument relating to a Parent Acquisition Takeover Proposal or an inquiry otherwise facilitate any effort or indication of interest that could lead attempt to make or implement a Parent Acquisition Proposal, Takeover Proposal (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transactionother than a confidentiality agreement covering the information contemplated by the following proviso); provided, however, that -------- ------- nothing contained in this Section 4.5(a) 4.5 shall not prohibit (A) Parent, or the Board of Directors of Parent (i) from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 14d-9 or 14e-2(a) promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any tender or exchange offer not made in violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 or (ii) from providing information in connection with, and negotiating concerning, an unsolicited, bona fide Parent Takeover Proposal if Parent's Board of Directors (x) shall have concluded in good faith, after considering applicable state law, on the basis of written advice of independent outside counsel, that failure to take such action would not be a proper exercise of the fiduciary duties of Parent's Board of Directors to Parent's stockholders under applicable law, and (y) shall have in the exercise of such fiduciary duties to Parent's stockholders determined (taking into account the advice of Parent's independent financial advisor) that such Parent Takeover Proposal provides materially greater value to Parent or its stockholders than the Merger (any such Parent Takeover Proposal being referred to herein as a "Parent Superior Proposal"). Parent agrees that it will immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties heretofore with respect to any of the foregoing (if any). Parent agrees that it will take the necessary steps to promptly inform each of its Representatives of the obligations undertaken in this Section 4.5 and in the Confidentiality Agreement (as defined in Section 5.4). Parent agrees that it will notify Company promptly if any inquiries, proposals or offers with respect to a Parent Takeover Proposal are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, Parent or any of its Representatives indicating, in connection with such notice, the name of such person and the material terms and conditions of any proposals or offers and thereafter shall provide Company with a true and complete copy of such Parent Takeover Proposal communication (if it is in writing) and otherwise keep Company informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such negotiations or discussions. Parent also agrees that it will promptly request each person that has heretofore executed a confidentiality or non-disclosure agreement in connection with its consideration of acquiring it or any of its subsidiaries to return to Parent all confidential information heretofore furnished to such person by Parentor on behalf of it or any of its subsidiaries.

No Solicitation by Parent. (a) Parent shall not directly or indirectlyagrees that, from and shall not authorize or permit after the date of this Agreement until the earlier of the date of its termination and the Effective Time, neither it nor any of its Subsidiaries nor any of the officers or any Representative directors of it or its Subsidiaries, nor its or their employees, investment bankers, attorneys, accountants, financial advisors, agents or other representatives (collectively, “Parent Representatives”), shall directly or indirectly to, (i) solicitindirectly, initiate, encourage, solicit or otherwise induce any inquiries or facilitate the making, submission or announcement making of any a Parent Acquisition Proposal or take (as defined below). Parent further agrees that neither it nor any action that could reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish of its Subsidiaries nor any information regarding Parent of its or its Subsidiaries Subsidiaries’ officers or directors shall, and that it shall direct and use its best efforts to cause Parent Representatives not to, directly or indirectly, have any discussions with or provide any confidential information or data to any Person in connection with or in response relating to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to engage in any negotiations concerning a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (a) making any disclosure to its stockholders if, in the good faith judgment of its Board of Directors, failure so to disclose would be inconsistent with its obligations under applicable law; (b) negotiating with or furnishing confidential information to any Person who has made a bona fide unsolicited written Parent Acquisition Proposal, or entering into an agreement with such Person in connection with a Parent Acquisition Proposal which did not result from a breach of this Section 4.5(a6.5; or (c) in the case of actions referred to in clause (a) or (b), recommending to its stockholders such a Parent Acquisition Proposal with or without a Change in Parent Recommendation (as defined at Section 7.1(c), below). Nothing contained in this Agreement shall not prohibit (A) Parent, or prevent the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) Parent shall not directly or indirectlyagrees that, from and shall not authorize or permit after the date of this Agreement until the earlier of the date of its termination and the Effective Time, neither it nor any of its Subsidiaries nor any of the officers or any Representative directors of it or its Subsidiaries, nor its or their employees, investment bankers, attorneys, accountants, financial advisors, agents or other representatives (collectively, "Parent Representatives"), shall directly or indirectly to, (i) solicitindirectly, initiate, encourage, solicit or otherwise induce any inquiries or facilitate the making, submission or announcement making of any a Parent Acquisition Proposal or take (as defined below). Parent further agrees that neither it nor any action that could reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish of its Subsidiaries nor any information regarding Parent of its or its Subsidiaries Subsidiaries' officers or directors shall, and that it shall direct and use its best efforts to cause Parent Representatives not to, directly or indirectly, have any discussions with or provide any confidential information or data to any Person in connection with or in response relating to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to engage in any negotiations concerning a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from (a) making any disclosure to its stockholders if, in the good faith judgment of its Board of Directors, failure so to disclose would be inconsistent with its obligations under applicable law; (b) negotiating with or furnishing confidential information to any Person who has made a bona fide unsolicited written Parent Acquisition Proposal, or entering into an agreement with such Person in connection with a Parent Acquisition Proposal which did not result from a breach of this Section 4.5(a6.5; or (c) in the case of actions referred to in clause (a) or (b), recommending to its stockholders such a Parent Acquisition Proposal with or without a Change in Parent Recommendation (as defined at Section 7.1(c), below). Nothing contained in this Agreement shall not prohibit (A) Parent, or prevent the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) Parent shall not directly or indirectlynot, and nor shall not it permit any of its Subsidiaries to, nor shall it authorize or permit any of its Subsidiaries directors, officers or employees or any Representative investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly tothrough another person, (i) solicit, initiateinitiate or encourage (including by way of furnishing information), encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any other action designed to facilitate or induce, any inquiries or the making of any proposal that could reasonably be expected to lead to a constitutes any Parent Acquisition Proposal, Takeover Proposal or (ii) furnish participate in any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to regarding any Parent Acquisition Takeover Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parentthat, or if at any time, the Board of Directors of Parent from furnishing nonpublic information regarding determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to act in a manner consistent with its fiduciary duties to Parent's stockholders under applicable law, Parent tomay, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted Proposal, or a Parent Takeover Proposal with respect to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) which the Board of Directors of Parent concludes in good faithfaith there is a reasonable likelihood that such Parent Takeover Proposal could result in a Parent Superior Proposal (a "Probable Parent Superior Proposal"), that was not solicited by it or that did not otherwise result from a breach of this Section 7.2(a) and subject to providing prior written notice of its decision to take such action to the Company and compliance with Section 7.2(c), (x) furnish the same information with respect to Parent and its Subsidiaries as was previously furnished to the Company, as revised or updated to reflect any changes or additions to such information (provided that such revised information is contemporaneously furnished to Company to the extent it had not been previously so furnished), to any person making a Parent Superior Proposal or a Probable Parent Superior Proposal pursuant to a customary confidentiality agreement (as determined by Parent after consultation with its outside legal counsel) that is no less restrictive in any material respect than the Confidentiality Agreement and (y) participate in discussions or negotiations regarding such Parent Superior Proposal or a Probable Parent Superior Proposal. For purposes of this Agreement, "Parent Takeover Proposal" means any inquiry, proposal or offer from any person relating to any (w) direct or indirect acquisition or purchase of a business that such action is required in order for constitutes 15% or more of the board of directors net revenues, net income or the assets of Parent to comply with and its fiduciary obligations to Parent's stockholders under applicable Legal RequirementsSubsidiaries, taken as a whole, (3x) at least two direct or indirect acquisition or purchase of 15% or more of any class of equity securities of Parent or of 50% or more of any class of equity securities of any of its Subsidiaries whose business days prior to furnishing constitutes 15% or more of the net revenues, net income or assets of Parent and its Subsidiaries, taken as a whole, (y) tender offer or exchange offer that if consummated would result in any such nonpublic information toperson beneficially owning 15% or more of any class of equity securities of Parent or 50% or more of any class of equity securities of any of its Subsidiaries whose business constitutes 15% or more of the net revenues, net income or assets of Parent and its Subsidiaries, taken as a whole, or entering into discussions with(z) merger, such Personbusiness combination, recapitalization, liquidation, dissolution or similar transaction involving Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives its Subsidiaries whose business constitutes 15% or more of the net revenues, net income or assets of Parent and its Subsidiaries, taken as a whole, other than the transactions contemplated by or on behalf of Parentthis Agreement. Parent shall immediately terminate, and (4) at least two business days prior shall cause its Subsidiaries and its and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, or other representatives to furnishing immediately terminate, all discussions or negotiations, if any, with any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying third party with Rule 14e-2 promulgated under the Exchange Act with regard respect to a Parent Acquisition Takeover Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) Parent shall not directly or indirectlynot, and nor shall not it permit any of its Subsidiaries to, nor shall it authorize or permit any of its Subsidiaries directors, officers or employees or any Representative investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly tothrough another Person, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing information), encourage, induce or facilitate the making, submission or announcement making of any Parent Acquisition Proposal or take any action proposal that could reasonably be expected to lead to constitutes, a Parent Acquisition Proposal, Competing Proposal (as hereinafter defined) or (ii) furnish participate in any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to regarding any Parent Acquisition Competing Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit if, at any time prior to the Parent Shareholders Meeting (A) Parentthe "Parent Applicable Period"), or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes determines in good faith, after consultation with its outside legal counsel, that such action is required to do otherwise would not be in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and best interests of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Personshareholders, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard and its representatives may, in response to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or Competing Proposal which did not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute result from a breach of this Section 4.5 7.5(a) and which could reasonably be expected to constitute, if consummated, a Parent Superior Proposal (as hereinafter defined), (x) furnish information with respect to Parent and its Subsidiaries to any Person making such Parent Competing Proposal pursuant to a customary confidentiality agreement (as determined by Parent.Parent after consultation with its outside counsel) and (y) participate in discussions or negotiations regarding such Parent Competing Proposal. For purposes of this Agreement, "

No Solicitation by Parent. (a) Except as expressly permitted by this Section 7.05, none of Parent or any of the Parent Subsidiaries shall not (whether directly or indirectlyindirectly through its Representatives or other intermediaries), and nor shall not Parent authorize or permit any of its Subsidiaries or any Representative directly or indirectly Representatives to, : (i) solicit, initiate, encourage, induce initiate or knowingly encourage or knowingly facilitate the making, submission or announcement of any Parent Acquisition Proposal or knowingly take any action that could would reasonably be expected to lead to any Parent Acquisition Proposal, or endorse any Parent Acquisition Proposal; (ii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement or other agreement (other than a confidentiality agreement entered into in connection with furnishing information in accordance with Section 7.05(b)) (x) to consummate any Parent Acquisition Proposal or otherwise relating to any Parent Acquisition Proposal, (iiy) furnish to approve or endorse any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead (z) to a require Parent, in connection with any Parent Acquisition Proposal, to abandon, terminate or fail to consummate the Merger; (iii) engage enter into or participate in any discussions or negotiations in connection with any Person Parent Acquisition Proposal or inquiry with respect to any Parent Acquisition Proposal, or furnish to any Person any non- public information with respect to its business, properties or assets in connection with any Parent Acquisition Proposal; or (iv) approveagree or publicly propose or resolve to take, endorse or recommend take, any of the actions prohibited by clause (i), (ii) or (iii) of this sentence. Parent shall immediately cease, and cause its Representatives to immediately cease, any and all existing activities, discussions or negotiations with any parties conducted with respect to any of the matters referenced in the preceding sentence. Parent shall, and shall cause its Affiliates to, promptly request any Person that has executed a confidentiality or non-disclosure agreement in connection with any actual or potential Parent Acquisition Proposal to return or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or destroy all confidential information in the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity possession of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposalits Representatives. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any Any violation of any of the restrictions set forth in the preceding sentence this Section 7.05 by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of the Parent or any Subsidiary of Parent, Subsidiaries shall be deemed to constitute be a breach of this Section 4.5 7.05 by Parent.. Notwithstanding anything in this Section 7.05 to the contrary, Parent’s compliance with its covenants contained in Section 7.11 (Financing) (including, for the avoidance of doubt, any efforts to obtain any Substitute Financing) shall be deemed not to be a breach of this Section 7.05. For purposes of this Section 7.05 only (including for purposes of the defined term “Parent Acquisition Proposal” below), the term “

No Solicitation by Parent. (a) Parent, the Parent Subsidiaries, including Sub, and their respective Representatives immediately shall cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with respect to any Parent Takeover Proposal (as defined in Section 5.03(e)) and, to the extent permitted by the applicable confidentiality or similar agreement, governing such activities, discussions or negotiations require any third parties to such activities, discussions or negotiations to return to Parent or to destroy all confidential information of Parent or any Parent Subsidiary. Parent shall not directly or indirectlynot, and nor shall not it authorize or permit any Parent Subsidiary to, nor shall it authorize or permit any Representative of its Subsidiaries Parent or any Representative directly or indirectly Parent Subsidiary to, (i) directly or indirectly solicit, initiateinitiate or encourage (including by way of furnishing information) the submission of, encourageor take any other action designed to facilitate, induce any inquiries or facilitate the makingmaking of any proposal that constitutes or is reasonably expected to lead, submission or announcement of any Parent Takeover Proposal, (ii) enter into any Parent Acquisition Agreement (as defined in Section 5.03(b)) with respect to any Parent Takeover Proposal or (iii) directly or indirectly 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 could constitutes, or may reasonably be expected to lead to a Parent Acquisition Proposalto, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Takeover Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors prior to receipt of Parent from furnishing nonpublic information regarding Shareholder Approval (the “Parent toApplicable Period”), or entering into discussions withParent may, any Person to the extent required by the fiduciary obligations of the Parent Board to the shareholders of Parent under applicable Law, as determined in good faith by a majority of the members of the Parent Board after consultation with Parent’s outside counsel, in response to a bona fide written Parent Superior Offer Takeover Proposal that is submitted to Parent made by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any a person a majority of the restrictions set forth in this Section 4.5members of the Parent Board determine, (2) the Board of Directors of Parent concludes in good faith, after consultation with Parent’s outside counsel and financial advisors, constitutes or is reasonably expected to result in a Superior Parent Proposal that was not solicited by Parent or its outside legal counselRepresentatives and that did not otherwise result from a breach or a deemed breach of this Section 5.03(a), that such action is required in order for the board of directors of Parent and subject to comply compliance with its fiduciary obligations to Parent's stockholders under applicable Legal RequirementsSection 5.03(c), (3x) at least two business days prior furnish information with respect to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Companyperson making such Parent Takeover Proposal pursuant to a confidentiality and standstill agreement not less restrictive of the other party than the Confidentiality Agreement (as defined in Section 6.02); provided that such confidentiality and standstill agreement may allow such party to submit to Parent a non- public proposal or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard offer relating to a Parent Acquisition Takeover Proposal; and (y) participate in discussions with such person and its Representatives regarding any Parent Takeover Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representative or affiliate of Parent or its Subsidiariesany Parent Subsidiary, whether or not such Representative person is purporting to act on behalf of Parent or any Parent Subsidiary of Parentor otherwise, shall be deemed to constitute be a breach of this Section 4.5 5.03(a) by ParentParent by including for all purposes of this Section 5.03(a), Section 5.03(b), Section 8.01(d) and Section 8.05(c); provided that Parent shall not be liable for any monetary damage on account of such deemed breach (for the avoidance of doubt, other than any fee due pursuant to Section 6.07(d)) so long as Parent or any Parent Subsidiary did not authorize or permit such violation.

No Solicitation by Parent. (a) Parent shall not directly or indirectlynot, and shall not authorize or permit any of its Subsidiaries controlled affiliates or any of its or their officers, directors or employees to, and shall use its reasonable best efforts to cause any Representative retained by it or any of its controlled affiliates not to, directly or indirectly toindirectly, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing information), encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or knowingly take any other action that could reasonably be expected designed to lead to facilitate, any inquiries regarding, or the making of, any proposal the consummation of which would constitute a Parent Acquisition Proposal, Alternative Transaction or (ii) furnish participate in any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations negotiations, or cooperate in any way with any Person person (or group of persons), with respect to any inquiries regarding, or the making of, any proposal the consummation of which would constitute a Parent Acquisition ProposalAlternative Transaction, except to notify such person (ivor group of persons) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter as to the existence of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transactionthe provisions of this Section 5.3; provided, however, that this Section 4.5(a) shall not prohibit (A) Parentif, or at any time prior to obtaining the Parent Shareholder Approval, the Board of Directors of Parent determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that any such proposal that did not result from furnishing nonpublic information regarding Parent to, a material breach of this Section 5.3(a) constitutes or entering into discussions with, any Person could reasonably be expected to result in response to a Parent Superior Offer that is submitted Proposal, subject to compliance with Section 5.3(d), Parent and its Representatives may (A) furnish information with respect to Parent by and its subsidiaries to the person (or group of persons) making such Person proposal (and not withdrawnits Representatives and financing sources) if (1provided that all such information has previously been provided to the Company or is provided to the Company prior to or substantially concurrent with the time it is provided to such person) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any pursuant to a customary confidentiality agreement containing terms (including as to confidentiality and “standstill” terms) generally no less restrictive than the terms of the restrictions set forth in this Section 4.5, Confidentiality Agreement (2) provided that such “standstill” terms may be waived by the Board of Directors of Parent concludes if it determines, in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent failure to comply do so would be reasonably likely to be inconsistent with its fiduciary obligations to Parent's stockholders duties under applicable Legal Requirements, (3Applicable Law) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth participate in the preceding sentence by any Representative of Parent discussions or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.negotiations

No Solicitation by Parent. (a) After the date hereof and prior to the Effective Time or earlier termination of this Agreement, neither Parent shall not directly or indirectly, and shall not authorize or permit nor any of its Subsidiaries nor any of the officers, directors or any Representative employees of Parent or its Subsidiaries shall, and Parent shall use reasonable best efforts to cause its and its Subsidiaries' Representatives not to, directly or indirectly to, indirectly: (i) solicit, initiate, encourageencourage or induce any inquiry with respect to, induce or facilitate the making, submission or announcement of of, any Parent Acquisition Proposal or take any action that could reasonably be expected to lead to a Parent Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person nonpublic information with respect to, or take any other action to facilitate any Parent Acquisition Proposalinquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, (iv) approve, endorse or recommend any Parent Acquisition Proposal (except to disclose the existence of the provisions of this Section 5.04), or (viii) enter into any letter of intent or similar document or any Contract (whether binding or not) contemplating or otherwise relating to any a Parent Acquisition Transaction; providedProposal. Parent and its Subsidiaries and their officers, howeverdirectors and employees will immediately cease, that this Section 4.5(a) and Parent shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions withuse reasonable best efforts to cause its Representatives to cease, any and all existing discussions or negotiations with a Person in response with respect to a Parent Superior Offer Acquisition Proposal. Parent shall as soon as practicable demand that is submitted each Person which has within the 12 months prior to the date of this Agreement executed a confidentiality agreement with Parent or any of its Affiliates or Subsidiaries or any of its or their Representatives with respect to such Person's consideration of a possible Parent Acquisition Transaction to immediately return or destroy (which destruction shall be certified in writing by such Person (and not withdrawnto Parent) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated all confidential information heretofore furnished by Parent or any of the restrictions set forth in this Section 4.5, (2) the Board its Affiliates or Subsidiaries or any of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished their Representatives to such Person or any of such Person's Representatives by its Affiliates or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); Subsidiaries or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent its or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parenttheir Representatives.

No Solicitation by Parent. (a) Except as expressly permitted in this Section 5.6, Parent shall not, and shall cause its Subsidiaries and its and their respective Agents not to, directly or indirectly, and shall not authorize or permit any of its Subsidiaries or any Representative directly or indirectly to, (i) initiate, solicit, initiateknowingly encourage or knowingly facilitate (including by way of furnishing non-public information), encourageor take any other action designed to lead to, induce any inquiries or facilitate the making, making or submission or announcement of any proposal that constitutes, or would reasonably be expected to lead to, a Parent Acquisition Proposal, (ii) participate or engage in discussions or negotiations with, or furnish any non-public information or data to, any Person that has made a Parent Acquisition Proposal or take any action inquiry or proposal that could would reasonably be expected to lead to a Parent Acquisition Proposal, (iiiii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to accept a Parent Acquisition Proposal or enter into any agreement (other than an inquiry Acceptable Parent Confidentiality Agreement in circumstances contemplated in this Section 5.6), including any letter of intent or indication of interest that could lead agreement in principle, providing for or relating to a Parent Acquisition Proposal, (iiiiv) engage in discussions amend or negotiations with grant any Person waiver, release or modification under, or fail to enforce, any standstill or similar agreement with respect to any class of equity securities of Parent Acquisition Proposalor any of its Subsidiaries, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating resolve to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated do any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposalforegoing. Without limiting the generality foregoing, it is agreed that any action taken by any of Parent’s Subsidiaries or by any Agents of the foregoing, Parent acknowledges and agrees that any violation of or any of the restrictions set forth in the preceding sentence its Subsidiaries that, if taken by any Representative Parent, would constitute a breach of Parent or its Subsidiariesthis Section 5.6 shall constitute a breach of this Section 5.6 by Parent, regardless of (x) whether or not such Representative Agent is authorized to take such action, (y) whether such Agent is purporting to act on behalf of Parent or any Subsidiary of its Subsidiaries or otherwise, and (z) any contrary instruction given to such Agent by Parent or any of its other Agents pursuant to this Section 5.6 or otherwise. Notwithstanding anything to the contrary in this Agreement, Parent and the Parent Board, as applicable, may take any actions described in clause (ii) of this Section 5.6(a) with respect to a third-party if at any time prior to obtaining the Parent Requisite Approval (A) Parent receives a written Parent Acquisition Proposal from such third-party that the Parent Board believes in good faith is bona fide, (B) the Parent Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such proposal constitutes, or would reasonably be expected to lead to, a Parent Superior Proposal, and (C) the Parent Board determines in good faith, after consultation with its outside counsel, that the failure to participate in such negotiations or discussions or to furnish such information or data to such third-party would be inconsistent with the Parent Board’s fiduciary duties under applicable Legal Requirements, provided that (1) such Parent Acquisition Proposal was received after the date of this Agreement, such Parent Acquisition Proposal was not solicited in, or otherwise was not the result of a, violation of this Section 5.6 and such Parent Acquisition Proposal has not been withdrawn, (2) Parent provides to the Company the notice required by Section (e) with respect to such Parent Acquisition Proposal and (3) Parent shall not deliver any information to such third-party without entering into a customary confidentiality agreement with such third-party containing limitations on the use and disclosure of non-public information furnished to such third-party that are substantially similar to, and are no less favorable to Parent in the aggregate than, the terms of the Confidentiality Agreement; provided that such confidentiality agreement does not contain provisions that would prohibit Parent from providing any information to the Company in accordance with this Section 5.6 or otherwise prohibits Parent from complying with the provisions of this Section 5.6 (an “Acceptable Parent Confidentiality Agreement”). Nothing contained in this Section 5.6 shall prohibit Parent or the Parent Board from taking and disclosing to Parent’s shareholders a position with respect to a Parent Acquisition Proposal pursuant to Rule 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Legal Requirements; provided, however, that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Section 14d-9(f) under the Exchange Act) shall be deemed to constitute be a breach of this Section 4.5 by ParentParent Adverse Recommendation Change unless the Parent Board expressly reaffirms the Parent Board Recommendation in such disclosure and expressly rejects any applicable Parent Acquisition Proposal.

No Solicitation by Parent. (a) Except as provided in Section 5.5(b) or Section 5.5(d) below, from the execution and delivery of this Agreement until the earlier of termination of this Agreement or the Effective Time, Parent shall not directly or indirectlynot, and shall not authorize or permit any of its Subsidiaries officers, directors, investment bankers, attorneys, accountants or any Representative other advisors, agents or representatives (collectively, “Parent Representatives”), to, directly or indirectly tothrough another person, (i) solicit, initiate, encourageseek, solicit or knowingly encourage (including by way of furnishing any non-public information relating to Parent or any of its subsidiaries), or knowingly induce or facilitate take any other action which would reasonably be expected to lead to the making, submission or announcement of any Parent Acquisition Proposal or take any action (the definition of which, solely for purposes of this clause (i), shall be deemed to include transactions that (A) do not include a condition that the transactions contemplated by this Agreement do not occur and/or (B) could reasonably be expected to lead to a Parent Acquisition Proposalcompleted if the transactions contemplated by this Agreement occur), (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in negotiations or discussions with, or negotiations with provide any Person with respect non-public information or non-public data to, any person (other than the Company or any of its affiliates or any Company Representatives) relating to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or grant any waiver or release under any standstill or other agreement (v) enter into any letter of intent or similar document except that if the Parent Board (or any Contract contemplating committee thereof) determines in good faith that the failure to grant any waiver or otherwise relating release would be inconsistent with the Parent directors’ fiduciary duties under applicable law, Parent may waive any such standstill provision in order to any permit a third party to make a Parent Acquisition Transaction; provided, however, that this Section 4.5(aProposal) shall not prohibit or (Aiii) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response resolve to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated do any of the restrictions set forth foregoing. Notwithstanding the foregoing, nothing contained in this Section 4.5, (2) the Board of Directors of Parent concludes 5.5 or in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person Section 6.4 or any of such Person's Representatives by other provision hereof shall prohibit Parent or on behalf of Parent, the Parent Board (or any committee thereof) from taking and (4) at least two business days prior disclosing to furnishing Parent Stockholders its position with respect to any such nonpublic takeover offer for Parent or any price sensitive information to such Person, that Parent furnishes such nonpublic information reasonably determines requires disclosure pursuant to the Company (UK Listing Rules or pursuant to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule Rules 14d-9 and 14e-2 promulgated under the Exchange Act Act. Any disclosure made in accordance with regard to the foregoing sentence that constitutes a Parent Acquisition Proposal. Without limiting the generality Adverse Recommendation Change shall result in all of the foregoing, consequences of a Parent acknowledges and agrees that any violation of any of the restrictions Adverse Recommendation Change set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by ParentAgreement.

No Solicitation by Parent. (a) Parent agrees that, -------------------------- during the term of this Agreement, it shall not directly or indirectlynot, and shall not authorize or permit any of its Subsidiaries subsidiaries or any Representative of its or its subsidiaries' Representatives, directly or indirectly toindirectly, to (i) solicit, initiate, encourageencourage or facilitate, induce or facilitate furnish or disclose non-public information in furtherance of, any inquiries or the making, submission or announcement making of any Parent Acquisition Proposal or take any action that could reasonably be expected to lead proposal with respect to a Parent Acquisition Proposal, Competing Transaction (as defined herein) or (ii) furnish any information regarding Parent negotiate, explore or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) otherwise engage in discussions or negotiations with any Person person (other than Company or Newco or their respective Representatives) with respect to any Parent Acquisition ProposalCompeting Transaction. The term "Parent Competing Transaction" means any recapitalization, merger, consolidation ----------------------------- or other business combination involving Parent, or acquisition of any material portion of the capital stock or assets (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit except for (A) acquisitions of assets in the ordinary course of business, (B) acquisitions by Parent that do not and could not reasonably be expected to impede the consummation of the Merger and do not violate any other covenant in this Agreement, (C) transactions disclosed in the Parent Disclosure Letter and (D) the Transactions) of Parent, or any combination of the foregoing. Parent will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any of the foregoing and shall use its reasonable best efforts to enforce any confidentiality or similar agreement relating to a Parent Competing Transaction. From and after the execution of this Agreement, Parent shall immediately advise the Company in writing of the receipt, directly or indirectly, of any inquiries, discussions, negotiations, or proposals relating to a Parent Competing Transaction (including the specific terms thereof), and promptly furnish to the Company a copy of any such proposal or inquiry in addition to any information provided to or by any third party relating thereto and if such proposal or inquiry is not in writing, the identity of the person making such proposal or inquiry. Notwithstanding the foregoing, prior to receipt of the Parent Shareholder Approval, Parent may, but only to the extent that the Board of Directors of Parent from furnishing nonpublic information regarding Parent toshall conclude in good faith, or entering into discussions withbased upon the advice of its outside counsel, any Person that failure to take such action could reasonably be expected to constitute a breach of the fiduciary obligations of such Board of Directors under Applicable Law, in response to a proposal for a Parent Superior Offer Competing Transaction that is submitted constitutes a Qualifying Parent Proposal (as defined in Section 5.03(d)) that did not result from the breach or a deemed breach of this Section 5.03, and subject to compliance with the notification provisions of this Section 5.03, (A) furnish non-public information with respect to Parent by to the person proposing such Person Parent Competing Transaction and its Representatives pursuant to a confidentiality agreement with terms no less restrictive of such person than those set forth in the Confidentiality Agreement (as defined in Section 6.02) and not withdrawn(B) if (1) neither Parentparticipate in discussions or negotiations with such person and its Representatives regarding such Parent Competing Transaction. Without limiting the foregoing, its Subsidiaries nor their respective Representatives shall have violated it is agreed that any violation of the restrictions set forth in this Section 4.5, (25.03(a) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative or affiliate of Parent or its Subsidiariesany Parent Subsidiary, whether or not such Representative person is purporting to act on behalf of Parent or any Parent Subsidiary of Parentor otherwise, shall be deemed to constitute be a breach of this Section 4.5 5.03(a) by Parent.

No Solicitation by Parent. (a) Parent shall not directly or indirectlyagrees that (i) neither it nor any of its Subsidiaries shall, and shall not authorize or knowingly permit any of its Subsidiaries officers, directors, employees, agents or representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any Representative directly or indirectly of its Subsidiaries) to, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing material non-public information) any inquiry, encourageproposal or offer (including, induce without limitation, any proposal or facilitate offer to its stockholders) with respect to a tender offer, merger, consolidation, business combination or similar transaction involving, or any purchase of 20% or more of the making, submission assets on a consolidated basis or announcement 20% or more of any class of capital stock of, Parent (any such proposal, offer or transaction being hereinafter referred to as a "Parent Acquisition Proposal Proposal") or take participate or engage in any action that could reasonably be expected to lead to discussions or negotiations concerning a Parent Acquisition Proposal, ; and (ii) furnish it will immediately cease and cause to be terminated any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or existing negotiations with any Person parties conducted heretofore with respect to any of the foregoing; provided that nothing contained in this Agreement shall prevent Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the its Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (BA) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting , or (B) prior to the generality Cutoff Date, providing information (pursuant to a confidentiality agreement in reasonably customary form) to or engaging in any negotiations or discussions with any person or entity who has made an unsolicited bona fide Parent Acquisition Proposal with respect to all the outstanding Parent Common Stock or all or substantially all the assets of the foregoingParent that, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative good faith judgment of Parent's Board of Directors, taking into account the likelihood of consummation, after consultation with its financial advisors, is superior to the Merger (a "Parent or its SubsidiariesSuperior Proposal"), whether or not such Representative is purporting to act on behalf if the Board of Parent or any Subsidiary Directors of Parent, after consultation with its outside legal counsel, determines that the failure to do so would be inconsistent with its fiduciary obligations. (b) Prior to taking any action referred to in Section 7.3(a), if Parent intends to participate in any such discussions or negotiations or provide any such information to any such third party, Parent shall be deemed give prompt prior notice to constitute the Company of each such action. The Parent will immediately notify the Company of any such requests for such information or the receipt of any Parent Acquisition Proposal, including the identity of the person or group engaging in such discussions or negotiations, requesting such information or making such Parent Acquisition Proposal, and the material terms and conditions of any Parent Acquisition Proposal. (c) Nothing in this Section 7.3 shall permit Parent to enter into any agreement with respect to a breach Parent Acquisition Proposal during the term of this Section 4.5 by Parent.Agreement, it being agreed that during the term of this Agreement, Parent shall not enter into any agreement with any person that provides for, or in any way facilitates, a Parent Acquisition Proposal, other than a confidentiality agreement in reasonably customary form. SECTION 7.4

No Solicitation by Parent. (a) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except as otherwise set forth in this Section 7.02, Parent shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and its Subsidiaries’ Representatives not to, directly or indirectly, and shall not authorize or permit any of its Subsidiaries or any Representative directly or indirectly to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal initiate or take any action that could reasonably be expected to lead to a knowingly facilitate or knowingly encourage the submission of any Parent Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information regarding relating to Parent or any of its Subsidiaries or afford access to the business, properties, assets, books or records of Parent or any Person of its Subsidiaries to, otherwise cooperate in connection with any way with, or in response knowingly assist, participate in, knowingly facilitate or knowingly encourage any effort by, any Third Party that Parent knows is seeking to a Parent Acquisition Proposal make, or an inquiry or indication of interest that could lead to has made, a Parent Acquisition Proposal, (iii) engage (A) fail to make or withdraw or qualify, amend or modify in discussions any manner adverse to the Company, the Parent Board Recommendation, (B) fail to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus or negotiations with (C) recommend, adopt or approve or publicly propose to recommend, adopt or approve any Person with respect Parent Acquisition Proposal (any of the foregoing in this clause (iii), a “Parent Adverse Recommendation Change”), (iv) take any action to make any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover laws and regulations of the State of Delaware, including Section 203 of Delaware Law, inapplicable to any Third Party or any Parent Acquisition Proposal, (ivv) approveapprove any transaction (other than transactions contemplated by this Agreement) under, endorse or recommend any Person becoming a “Related Person” under, the Fifth Article of the certificate of incorporation of Parent as in effect on the date hereof, (vi) take any action to make any other antitakeover provision in the certificate of incorporation of Parent inapplicable to any Third Party or any Parent Acquisition Proposal or (vvii) enter into fail to enforce or grant any letter of intent waiver or release under any standstill or similar document agreement with respect to any class of equity securities of Parent or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or of its Subsidiaries unless the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, determines after consultation consulting with its outside legal counsel, counsel that the failure to waive such action is required in order for the board of directors of Parent to comply provision would be inconsistent with its fiduciary obligations duties under Applicable Law (provided that the obligation not to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior fail to furnishing enforce any such nonpublic information to, standstill or entering into discussions with, such Person, Parent gives the Company written notice of the identity similar agreement under this Section 7.02(a)(vii) shall apply with respect to known breaches of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Companyagreements only); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) Parent shall not agrees that neither it ------------------------- nor any of its subsidiaries nor any of their respective Representatives, will, directly or indirectly, and shall not authorize initiate, solicit, encourage or permit otherwise facilitate any inquiries or the making of any Parent Takeover Proposal (as hereinafter defined). Parent further agrees that neither it nor any of its Subsidiaries subsidiaries nor any of their Representatives will, directly or indirectly, engage in any negotiations concerning, or provide any confidential or non-public information or data to, afford access to the properties, books or records of Parent or any Representative directly or indirectly to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action that could reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent subsidiaries to, or entering into have any discussions with, any Person in response person relating to a Parent Superior Offer Takeover Proposal, enter into any agreement or instrument relating to a Parent Takeover Proposal or otherwise facilitate any effort or attempt to make or implement a Parent Takeover Proposal (other than a confidentiality agreement covering the information contemplated by the following proviso); provided, -------- however, that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth nothing contained in this Section 4.5, (2) 4.5 shall prohibit the Board of ------- Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3i) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 14d-9 or 14e-2(a) promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any tender or exchange offer not made in violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 or (ii) from providing information in connection with, and negotiating concerning, an unsolicited, bona fide Parent Takeover Proposal if Parent's Board of Directors (x) shall have concluded in good faith, after considering applicable state law, on the basis of written advice of independent outside counsel, that failure to take such action would not be a proper exercise of the fiduciary duties of Parent's Board of Directors to Parent's stockholders under applicable law, and (y) shall have in the exercise of such fiduciary duties to Parent's stockholders determined (taking into account the advice of Parent's independent financial advisor) that such Parent Takeover Proposal provides materially greater value to Parent or its stockholders than the Merger (any such Parent Takeover Proposal being referred to herein as a "Parent Superior Proposal"). Parent agrees that it will immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties heretofore with respect to any of the foregoing (if any). Parent agrees that it will take the necessary steps to promptly inform each of its Representatives of the obligations undertaken in this Section 4.5 and in the Confidentiality Agreement (as defined in Section 5.4). Parent agrees that it will notify Company promptly if any inquiries, proposals or offers with respect to a Parent Takeover Proposal are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, Parent or any of its Representatives indicating, in connection with such notice, the name of such person and the material terms and conditions of any proposals or offers and thereafter shall provide Company with a true and complete copy of such Parent Takeover Proposal communication (if it is in writing) and otherwise keep Company informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such negotiations or discussions. Parent also agrees that it will promptly request each person that has heretofore executed a confidentiality or non-disclosure agreement in connection with its consideration of acquiring it or any of its subsidiaries to return to Parent all confidential information heretofore furnished to such person by Parentor on behalf of it or any of its subsidiaries.

No Solicitation by Parent. (a) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, except as otherwise set forth in this Section 7.2, Parent shall not, and shall cause its Subsidiaries, controlled Affiliates and its and their respective officers, directors and employees not to, and shall use reasonable best efforts to cause its and their respective Representatives (which shall include, in the case of Parent, the members of, and advisors to, the Parent Special Committee) not to, directly or indirectly, and shall not authorize or permit any of its Subsidiaries or any Representative directly or indirectly to, (i) solicit, initiate, encourage, initiate or take any action to knowingly facilitate (including by way of providing non-public information) or knowingly encourage or induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action inquiry or proposal that could would reasonably be expected to lead to a Parent Acquisition Proposal, ; (ii) enter into or participate in any discussions or negotiations with, furnish any information regarding relating to Parent or any of its Subsidiaries or afford access to the business, properties, assets, books or records of Parent or any Person of its Subsidiaries to, otherwise cooperate in connection with any way with, or in response knowingly assist, participate in, facilitate or knowingly encourage any effort by, any Third Party (excluding Affiliates) that Parent knows, or should reasonably be expected to know, is considering, seeking to make, or has made, a Parent Acquisition Proposal or an any inquiry or indication of interest proposal that could may reasonably be expected to lead to a Parent Acquisition Proposal, ; (iii) engage (A) fail to make, withdraw or qualify, amend or modify, in discussions each case, in any manner adverse to the Company, the Parent Board Recommendation, (B) fail to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus, (C) recommend, adopt or negotiations with any Person with respect to approve any Parent Acquisition Proposal, (ivD) enter into or approve, endorse recommend or recommend declare advisable for Parent or any of its Subsidiaries to execute or enter into, any agreement, letter of intent, understanding, agreement in principle or other similar arrangement (other than a Parent Acceptable Confidentiality Agreement) in connection with any Parent Acquisition Proposal (any of the foregoing in this clause (iii) a “Parent Adverse Recommendation Change”); (iv) take any action to make any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover Laws and regulations of the State of Delaware, including Section 203 of the DGCL, inapplicable to any Third Party or any Parent Acquisition Proposal; or (v) enter into any letter of intent resolve, propose or similar document or any Contract contemplating or otherwise relating agree to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated do any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, except as otherwise set forth in this ‎Section 7.02, Parent shall not, and shall cause its Subsidiaries, and its and its Subsidiaries’ Representatives not to, directly or indirectly, and shall not authorize or permit any of its Subsidiaries or any Representative directly or indirectly to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal initiate or take any action that could reasonably be expected to lead to a knowingly facilitate or knowingly encourage the submission of any Parent Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information regarding relating to Parent or any of its Subsidiaries or afford access to the business, properties, assets, books or records of Parent or any Person of its Subsidiaries to, otherwise cooperate in connection with any way with, or in response knowingly assist, participate in, facilitate or knowingly encourage any effort by, any Third Party that Parent knows, or should reasonably be expected to a Parent Acquisition Proposal know, is seeking to make, or an inquiry or indication of interest that could lead to has made, a Parent Acquisition Proposal, (iii) engage (A) fail to make or withdraw or qualify, amend or modify in discussions or negotiations with any Person with respect manner adverse to the Company, the Parent Board Recommendation (it being understood that any failure to publicly, and without qualification (x) recommend against any Parent Acquisition ProposalProposal and (y) reaffirm the Parent Board Recommendation, in each case, within ten (10) Business Days after a Parent Acquisition Proposal is made public or any request by the Company to do so will be treated as a withdrawal of the Parent Board Recommendation for purposes hereof), (B) fail to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus or (C) recommend, adopt or approve or publicly propose to recommend, adopt or approve any Parent Acquisition Proposal (any of the foregoing in this clause (iii), a “Parent Adverse Recommendation Change”), (iv) approvetake any action to make any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover laws and regulations of the State of Delaware, endorse including Section 203 of the Delaware Law, inapplicable to any Third Party or recommend any Parent Acquisition Proposal or (v) enter into fail to enforce or grant any letter of intent waiver or release under any standstill or similar document or any Contract contemplating or otherwise relating agreement with respect to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board class of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf equity securities of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parentits Subsidiaries.

No Solicitation by Parent. (a) Parent shall not directly or indirectlynot, and nor shall not it permit any Parent Subsidiary to, nor shall it authorize or knowingly permit any of its Subsidiaries officer, director or employee of, or any Representative directly investment banker, attorney or indirectly other advisor or representative of, Parent or any Parent Subsidiary to, (i) directly or indirectly solicit, initiateinitiate or encourage the submission of, encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Takeover Proposal (as defined in Section 5.03(f)), (ii) enter into any agreement with respect to any Parent Takeover Proposal or (iii) directly or indirectly 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 could constitutes, or may reasonably be expected to lead to a Parent Acquisition Proposalto, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Takeover Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that prior to receipt of the Parent Stockholder Approval (the "Parent Applicable Period"), if Parent receives a proposal or offer that was not solicited by Parent and that did not otherwise result from a breach or deemed breach of this Section 4.5(a5.03(a) shall not prohibit (A) Parent, or and that the Parent Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person believes in response to good faith could result in a third party making a Parent Superior Offer that is submitted Proposal (as defined in Section 5.03(b)), and subject to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this compliance with Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person5.03(c), Parent gives the Company written notice of the identity of such Person and of Parent's intention to may (x) furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information with respect to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); person making such a proposal or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard offer pursuant to a customary confidentiality agreement the terms of which shall be no less favorable to the Parent Acquisition Proposalthan the terms of the Confidentiality Agreement and (y) participate in discussions or negotiations with such person regarding such proposal or offer. Without limiting the generality of the foregoing, Parent acknowledges and agrees it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent affiliate, director or its Subsidiaries, whether or not such Representative is purporting to act on behalf executive officer of Parent or any Parent Subsidiary or any investment banker, attorney or other advisor or representative of ParentParent or any Parent Subsidiary, shall be deemed to constitute be a breach of this Section 4.5 5.03(a) by Parent.

No Solicitation by Parent. (a) During the Pre-Closing Period, Parent shall shall, not directly or indirectly, and shall not not, directly or indirectly, authorize or permit any of its Subsidiaries the other XXXX Corporations or any Representative directly or indirectly of any of the XXXX Corporations to, (i) solicit, initiate, encourage, induce initiate or facilitate seek the making, submission or announcement of any Parent Acquisition Proposal, (ii) furnish any information regarding any of the XXXX Corporations to any Person (other than to the Company) in connection with or in response to a Parent Acquisition Proposal or take any action an inquiry that could reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage or participate in any discussions or negotiations with any Person with respect to any Parent Acquisition Proposal or any inquiry that could reasonably be expected to lead to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) 4.4 shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent's stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding Parent the XXXX Corporations to, or entering into or participating in discussions or negotiations with, any Person in response to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith would reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives none of the XXXX Corporations or any Representative of any of the XXXX Corporations shall have violated any of the restrictions set forth in this Section 4.54.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action with respect to such Parent Acquisition Proposal is required in order for to comply with the board fiduciary duties of directors the Board of Directors of Parent to comply with its fiduciary obligations to Parent's Parent stockholders under applicable Legal RequirementsDelaware law, (3) at least two business days prior Parent gives to furnishing any such nonpublic information tothe Company the notice required by Section 4.4(b), or entering into discussions with, such Person, (4) Parent gives the Company prompt prior written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into or participate in discussions or negotiations with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on with provisions no less favorable to Parent than those contained in the use Confidentiality Agreements; and disclosure of all nonpublic written and oral (5) Parent furnishes such information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) subject to the obligation of Parent and Parent's Board of Directors not to withhold, withdraw or modify its recommendation except as expressly set forth in Section 4.4(e), Parent from complying with Rule Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to a any Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees it is understood that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent director, officer, employee or its Subsidiaries, whether or not such Representative is purporting to act on behalf agent of Parent or any Subsidiary of Parentits subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative of Parent or any of its subsidiaries shall be deemed to constitute be a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (ai) Parent shall not directly or indirectlyUnless and until this Agreement is terminated in accordance with the provisions of Section 9, and shall not authorize or permit any without the prior written consent of Company, none of Parent, its Subsidiaries or any Representative of Parent or any of its Subsidiaries shall directly or indirectly (A) initiate, solicit, seek or knowingly encourage any inquiries, proposals or offers that constitute or would reasonably be expected to lead to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any a Parent Acquisition Proposal (as defined below), (B) engage or participate in, or knowingly facilitate, any discussions or negotiations regarding, or furnish any nonpublic information to any Person in connection with, any inquiries, proposals or offers that constitute, or would reasonably be expected to lead to, a Parent Acquisition Proposal, or (C) enter into any letter of intent, agreement in principle or other similar type of agreement relating to a Parent Acquisition Proposal, or enter into any agreement or agreement in principle requiring Parent to abandon, terminate or fail to consummate the transactions contemplated hereby or resolve, propose or agree to do any of the foregoing; provided, however, that prior to the approval of the Parent Stockholder Proposals at the Parent Stockholder Meeting, Parent may take any action the following actions in response to an unsolicited bona fide written Parent Acquisition Proposal received after the date hereof that is a Parent Superior Offer or could reasonably be expected to lead to a Parent Acquisition Proposal, Superior Offer: (ii1) furnish any nonpublic information regarding Parent or its Subsidiaries to any Person in connection with or in response to a the third party making the Parent Acquisition Proposal or an inquiry or indication of interest that could lead to (a “Parent Acquisition Proposal, Qualified Bidder”); and (iii2) engage in discussions or negotiations with any Person the Parent Qualified Bidder and its representatives with respect to any such Parent Acquisition Proposal; provided that (w) such Parent Qualified Bidder has executed confidentiality agreement for the benefit of Parent the terms of which are not less restrictive to such Person than those contained in the Confidentiality Agreement (a copy of such confidentiality agreement shall promptly, and in any event within twenty-four (24) hours, be provided to Company for informational purposes only), (ivx) approve, endorse or recommend any Parent contemporaneously supplies to Company the material terms of such Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating and access to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information it has not been previously furnished by Parent provided or made available to the Company); or , and (By) complying with Rule 14e-2 promulgated under the Exchange Act with regard to such Parent Superior Offer did not arise as a Parent Acquisition Proposal. Without limiting the generality result of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a ’s breach of this Section 4.5 by Parent4.5.

No Solicitation by Parent. (a) From the date of this Agreement until the Effective Time, or, if earlier, the termination and abandonment of this Agreement in accordance with Article VIII, Parent and its Subsidiaries shall not, and Parent shall instruct and use its reasonable best efforts to cause its Subsidiaries’ Representatives not directly or indirectlyto, and shall not authorize or permit any of its Subsidiaries or any Representative directly or indirectly to, (i) initiate, solicit, facilitate, support, seek, induce or knowingly encourage (including by way of furnishing non-public information), or take any action to solicit, initiate, encouragefacilitate, support, seek, induce or facilitate knowingly encourage any inquiries, announcements or communications relating to, or the making, making or submission or announcement of any Parent Acquisition Proposal proposal or take any action offer that could constitutes or would reasonably be expected to lead to a Parent Acquisition ProposalAlternative Proposal from any Persons, (ii) furnish enter into, participate in, maintain or continue any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person Persons with respect to Parent or its Subsidiaries in connection with a Parent Alternative Proposal (other than, solely in response to an unsolicited inquiry, to refer the inquiring person to this Section 6.6 and to limit its conversation or other communication exclusively to such referral), (iii) furnish to any Person any information with respect to, or take any other action intended or reasonably expected to facilitate the making of any inquiry or proposal to Parent that constitutes, or would reasonably expected to lead to, any Parent Acquisition ProposalAlternative Proposal by any Person, or (iv) approve, endorse or recommend accept any Parent Acquisition Alternative Proposal or (v) enter into any letter agreement, arrangement or understanding (whether written or oral) providing for the consummation of intent or similar document or any Contract contemplating transaction contemplated by any Parent Alternative Proposal or otherwise relating to any Parent Acquisition Transaction; provided, however, Alternative Proposal. Parent shall promptly request that this Section 4.5(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a and its Representatives promptly return or destroy all confidential information concerning Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information theretofore furnished to such Person or any of such Person's Representatives thereto by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of its Subsidiaries, and destroy all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze such information, in each case in accordance with the applicable confidentiality agreement between Parent and such Person. In addition, from the date of this Agreement until the Effective Time, or, if earlier, the termination and abandonment of this Agreement in accordance with Article VIII, neither the Parent Board nor any committee thereof shall (A) grant any waiver, amendment or release under any Takeover Law or release under any confidentiality, standstill or similar agreement (or terminate or fail to enforce such agreement), (B) submit any Parent Alternative Proposal or any matter related thereto to the vote of Parent’s shareholders, or (C) accept, authorize, cause or permit Parent or any of its Subsidiaries to enter into any arrangement or understanding (whether written or oral), letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement providing for the consummation of any transaction contemplated by any Parent Alternative Proposal or otherwise relating to any Parent Alternative Proposal. Neither Parent Board nor any committee thereof shall be deemed (i) change, qualify, withhold, withdraw or modify, or authorize or publicly propose to constitute change, qualify, withhold, withdraw or modify, in a breach manner adverse to Company, Parent’s Board’s approval of this Section 4.5 by Agreement, (ii) take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer, or (iii) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, to Parent’s shareholders a Parent Alternative Proposal.

No Solicitation by Parent. (aA) Parent shall not directly or indirectly, and shall not authorize or permit any of its Subsidiaries the other Parent Entities or any Representative of the Parent Entities, directly or indirectly to, (i) solicit, initiate, encourageknowingly encourage or knowingly induce, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action that could would reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish any information regarding any Parent or its Subsidiaries Entities to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could would lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the Required Parent Stockholder Vote, this Section 4.5(a4.4(a) shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding the Parent Entities to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries Parent nor their respective Representatives any Representative of the Parent Entities shall have violated breached or taken any action inconsistent with any of the restrictions provisions set forth in this Section 4.54.4, (2) the Board board of Directors directors of Parent concludes in good faith, after consultation with having taken into account the advice of its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirementslaw, (3) at least two three business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of ParentParent and containing customary "standstill" provisions, and (4) at least two three business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation action inconsistent with of any of the restrictions provisions set forth in the preceding sentence by any Representative of the Parent or its SubsidiariesEntities, whether or not such Representative is purporting to act on behalf of any of the Parent or any Subsidiary of ParentEntities, shall be deemed to constitute a breach of this Section 4.5 4.4 by Parent.

No Solicitation by Parent. (a) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except as otherwise set forth in this ‎Section 7.02, Parent shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and its Subsidiaries’ Representatives not to, directly or indirectly, and shall not authorize or permit any of its Subsidiaries or any Representative directly or indirectly to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal initiate or take any action that could reasonably be expected to lead to a knowingly facilitate or knowingly encourage the submission of any Parent Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information regarding relating to Parent or any of its Subsidiaries or afford access to the business, properties, assets, books or records of Parent or any Person of its Subsidiaries to, otherwise cooperate in connection with any way with, or in response knowingly assist, participate in, knowingly facilitate or knowingly encourage any effort by, any Third Party that Parent knows is seeking to a Parent Acquisition Proposal make, or an inquiry or indication of interest that could lead to has made, a Parent Acquisition Proposal, (iii) engage (A) fail to make or withdraw or qualify, amend or modify in discussions any manner adverse to the Company, the Parent Board Recommendation, (B) fail to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus or negotiations with (C) recommend, adopt or approve or publicly propose to recommend, adopt or approve any Person with respect Parent Acquisition Proposal (any of the foregoing in this clause ‎(iii), a “Parent Adverse Recommendation Change”), (iv) take any action to make any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover laws and regulations of the State of Delaware, including Section 203 of Delaware Law, inapplicable to any Third Party or any Parent Acquisition Proposal, (ivv) approveapprove any transaction (other than transactions contemplated by this Agreement) under, endorse or recommend any Person becoming a “Related Person” under, the Fifth Article of the certificate of incorporation of Parent as in effect on the date hereof, (vi) take any action to make any other antitakeover provision in the certificate of incorporation of Parent inapplicable to any Third Party or any Parent Acquisition Proposal or (vvii) enter into fail to enforce or grant any letter of intent waiver or release under any standstill or similar document agreement with respect to any class of equity securities of Parent or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or of its Subsidiaries unless the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, determines after consultation consulting with its outside legal counsel, counsel that the failure to waive such action is required in order for the board of directors of Parent to comply provision would be inconsistent with its fiduciary obligations duties under Applicable Law (provided that the obligation not to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior fail to furnishing enforce any such nonpublic information to, standstill or entering into discussions with, such Person, Parent gives the Company written notice of the identity similar agreement under this ‎Section 7.02(a)(vii) shall apply with respect to known breaches of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Companyagreements only); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parent.

No Solicitation by Parent. (a) From and after the date of this Agreement, Parent shall not directly or indirectlynot, and nor shall not it permit any of its Subsidiaries to, nor shall it authorize or permit any of its Subsidiaries or any Representative its Subsidiaries' Representatives to, directly or indirectly tothrough another Person, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing information), encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any other action designed to facilitate any inquiries of the making of any proposal that could reasonably be expected to lead to a Parent Acquisition Proposalconstitutes, (ii) furnish any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iiiii) engage participate in any discussions or negotiations with any Person with respect to (including by way of furnishing information) regarding any Parent Acquisition Proposal; PROVIDED, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, howeverHOWEVER, that this Section 4.5(a) shall not prohibit if, at any time prior to the date of the Parent Stockholders Meeting (A) Parentthe "PARENT APPLICABLE PERIOD"), or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes determines in good faith, faith (after consultation with its outside legal counsel), that such action it is required to do so in order for the board of directors of Parent to comply with its fiduciary obligations duties to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Personlaw, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information toits representatives may, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information in response to the Company (to the extent such nonpublic information has not been previously furnished receipt by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to of a Parent Acquisition Proposal. Without limiting Proposal which is, or which in the generality reasonable judgment of the foregoingParent Board of Directors is likely to lead to, a Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or Superior Proposal which did not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute result from a breach of this Section 4.5 by ParentSECTION 7.5(A), and PROVIDED that the Person making such Parent Acquisition Proposal enters into a customary confidentiality agreement on terms no less favorable to Parent than those contained in the Confidentiality Agreement (provided that such agreement need not include standstill provisions), (x) furnish information with respect to Parent and its Subsidiaries to the Person making such Parent Acquisition Proposal and (y) participate in discussions or negotiations regarding such Parent Acquisition Proposal.

No Solicitation by Parent. Parent agrees that (ai) Parent shall not directly or indirectlyneither it nor any of its Subsidiaries shall, and it shall not authorize or permit any of its Subsidiaries officers, directors, employees, agents or representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any Representative of its Subsidiaries) to, and on becoming aware of it will stop such person from continuing to, directly or indirectly toindirectly, (i) solicit, initiateinitiate or encourage (including by way of furnishing nonpublic information), encourage, induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action that could reasonably be expected designed to lead facilitate, directly or indirectly, any inquiry, proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a tender or exchange offer, merger, consolidation, business combination, purchase or similar transaction or series of transactions (other than the transactions contemplated by this Agreement) involving, individually or in the aggregate, 15% or more of the assets, net revenues or net income of Parent and its Subsidiaries on a consolidated basis or 15% or more of any class of share capital of Parent (any such proposal, offer or transaction being hereinafter referred to as a "Parent Acquisition Proposal") or cooperate with or assist, participate or engage in any discussions or negotiations concerning a Parent Acquisition Proposal, ; and (ii) furnish it will immediately cease and cause to be terminated any information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposal, (iii) engage in discussions or existing negotiations with any Person parties conducted heretofore with respect to any of the foregoing; provided that nothing contained in this Agreement shall prevent Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.5(a) shall not prohibit (A) Parent, or the its Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (BA) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting Proposal or (B) prior to the generality Cutoff Date (as defined herein), providing information (pursuant to a confidentiality and standstill agreement in reasonably customary form with terms at least as favorable to Parent as the Confidentiality and Standstill Agreement and which does not contain terms that prevent Parent from complying with its obligations under this Section 7.3) to or engaging in any negotiations or discussions with any person or entity who has made an unsolicited bona fide written Parent Acquisition Proposal with respect to all the outstanding Parent Ordinary Shares or all or substantially all the assets of Parent that, in the good faith judgment of a committee composed solely of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary outside directors of Parent, taking into account the likelihood of financing, and based on the advice of a financial advisor of recognized national reputation, a written summary of which shall be deemed promptly provided to constitute the Company, is superior to the Merger (a breach "Parent Superior Proposal"), to the extent that committee of this Section 4.5 by the Board of Directors of Parent, after consultation with its outside legal counsel, determines that the failure to do so would be inconsistent with its fiduciary obligations.

No Solicitation by Parent. (a) Parent shall not not, directly or indirectly, and shall not authorize through any officer, director, employee, representative or permit agent of Parent or any of its Subsidiaries or any Representative directly or indirectly tosubsidiaries, (i) solicit, initiate, encourage, induce initiate or facilitate encourage the making, submission or announcement initiation of any inquiries or proposals regarding any merger, sale of material assets, sale of shares of capital stock (including without limitation by way of a tender offer) or similar transactions involving Parent Acquisition Proposal or take any action that could reasonably be expected subsidiaries of Parent other than the Merger (any of the foregoing inquiries or proposals being referred to lead to herein as a "Parent Acquisition Proposal"), (ii) furnish engage in negotiations or discussions concerning, or provide any nonpublic information regarding Parent or its Subsidiaries to any Person in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that could lead to a Parent Acquisition Proposalperson relating to, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, (iv) approve, endorse or recommend any Parent Acquisition Proposal or (viii) enter into any letter of intent agree to, approve or similar document or any Contract contemplating or otherwise relating to recommend any Parent Acquisition TransactionProposal. Notwithstanding any provisions herein to the contrary, in the event that Parent shall receive a bona fide, written Parent Acquisition Proposal that was not solicited by it and did not otherwise result from a breach of this Section 4.4(a), Parent may (i) furnish information with respect to it and its subsidiaries to the person that made such Parent Acquisition Proposal and (ii) participate in discussions and negotiations regarding such Parent Acquisition Proposal; provided, however, that Parent shall be permitted to take the actions referred to in the preceding clauses (i) or (ii) only if (a) Parent gives the Company advance notice as soon as reasonably practical of its intention to take any such action, (b) the Board of Directors of Parent determines in good faith (upon advice of outside legal counsel) that it is required to do so in order to discharge properly its fiduciary duties and (c) the Board of Directors of Parent (after consulting with its financial advisors) concludes in good faith that such Parent Acquisition Proposal provides a reasonable probability of offering terms more favorable to Parent and its common stockholders from a financial point of view than the Merger, taking into account such factors that are deemed relevant by the Board of Directors of Parent, including without limitation (1) the relative terms and conditions of such Parent Acquisition Proposal and the Merger, (2) all other legal, financial, regulatory and other aspects of such Parent Acquisition Proposal and the Merger, (3) the identity of the person proposing such Parent Acquisition Proposal, (4) the determination by the Parent's Board of Directors as to whether such Parent Acquisition Proposal is reasonably capable of being completed and (5) whether financing for such Parent Acquisition Proposal, to the extent required, as reasonably determined by Parent's Board of Directors, will be available (a Parent Acquisition Proposal meeting the foregoing criteria on its most recently amended or modified terms, if amended or modified, a "Superior Parent Proposal"). Nothing contained in this Section 4.5(a) 4.4 shall not prohibit (A) Parent, or the Board of Directors of Parent from furnishing nonpublic information regarding Parent to, or entering into discussions with, any Person in response to a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) neither Parent, its Subsidiaries nor their respective Representatives shall have violated any of the restrictions set forth in this Section 4.5, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the board of directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable Legal Requirements, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person or any of such Person's Representatives by or on behalf of Parent, and (4) at least two business days prior to furnishing any such nonpublic information to such Person, Parent furnishes such nonpublic information to the Company (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Acquisition Proposal. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Parent tender or its Subsidiaries, whether or not such Representative is purporting to act on behalf of Parent or any Subsidiary of Parent, shall be deemed to constitute a breach of this Section 4.5 by Parentexchange offer.