Common use of No Solicitation by Parent Clause in Contracts

No Solicitation by Parent. (a) Except as expressly permitted by this Section 5.04, from the date of this Agreement until the First Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 9.01, Parent shall not, shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: (i) initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or would reasonably be expected to result in or lead to, any Acquisition Proposal; (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or would reasonably be expected to result in or lead to, any Acquisition Proposal; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement (other than an Acceptable Confidentiality Agreement executed in accordance with Section 5.04(b)(ii)), merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition Proposal; or (v) resolve or agree to do any of the foregoing; provided, that that notwithstanding anything to the contrary in this Agreement, Parent or its Representatives may, (A) in response to an unsolicited inquiry or proposal, seek to clarify the terms and conditions of such inquiry or proposal to determine whether such inquiry or proposal constitutes, or would reasonably be expected to result in or lead to, a Superior Proposal and (B) in response to an inquiry or proposal from a third party, inform a third party or its Representative of the restrictions imposed by the provisions of this Section 5.04; provided, further, that it is understood and agreed that any determination or action by Parent or the Parent Board, as applicable, made in accordance with Section 5.04(b), Section 5.04(c), or Section 5.04(d), as applicable, shall not be deemed to be a breach or violation of this Section 5.04(a). Parent also agrees that immediately following the execution of this Agreement it shall, and shall cause each of its Subsidiaries and shall use its reasonable best efforts to cause its and their Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the Company and its Representatives) conducted heretofore in connection with an Acquisition Proposal or any inquiry or request for information that would reasonably be expected to lead to, or result in, an Acquisition Proposal. Parent also agrees that within three Business Days of the execution of this Agreement, Parent shall instruct each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof, and Parent shall terminate access to any physical or electronic data room maintained by or on behalf of Parent or any of its Subsidiaries with respect thereto. Parent shall promptly (and in any event within two Business Days) notify, in writing, the Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or would reasonably be expected to result in or lead to, any Acquisition Proposal, which notice shall include the identity of the Person or group of Persons making, such inquiry, proposal, offer or request for information and, with respect to any such proposal or offer, a summary of the material terms of, and an unredacted copy of any proposed definitive agreement, proposal or offer made in writing or, if not in writing, a written description of the material terms and conditions of such proposal or offer (and shall include any other material documents evidencing or specifying the terms of such proposal or offer or, to the extent applicable, inquiry). To the extent Parent is prohibited by a non-disclosure or confidentiality agreement entered into prior to the date hereof from providing the information set forth in the preceding sentence, Parent shall not be required to provide the Company with the identity of the Person(s) from which such expression of interest, inquiry or proposal was received. Parent shall promptly (and in any event within two Business Days) keep the Company informed of any material developments with respect to any such inquiry, proposal, offer, request for information or Acquisition Proposal (including any changes or proposed changes thereto and copies of any additional material written materials received by Parent, its Subsidiaries or its or their respective Representatives). The Company shall not enter into any confidentiality agreement with any Person after the date of this Agreement that prohibits it from complying with the foregoing obligations. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 5.04 by any of Parent’s Subsidiaries, or any of Parent’s or its Subsidiaries’ respective Representatives made at the direction of Parent, shall be deemed to be a breach of this Section 5.04 by Parent.

No Solicitation by Parent. (a) Except During the Pre-Closing Period, except as expressly permitted by this Section 5.045.4(b) or Section 5.4(d), from (i) Parent shall cease, and shall cause its officers and directors and shall direct the date of this Agreement until other Parent Representatives to cease, and cause to be terminated all existing discussions, negotiations and communications with any Persons or entities with respect to any Parent Acquisition Proposal (other than the First Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 9.01, transactions contemplated hereby); (ii) Parent shall not, shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause its not authorize or permit any officers, directors, investment bankers, attorneys, accountants and their respective Representatives not other advisors, agents and representatives (collectively, the “Parent Representatives”) to, directly or indirectly: indirectly through another Person, (iA) initiate, seek, solicit or knowingly encourage (including by way of furnishing any non-public information relating to Parent or any of its subsidiaries), or knowingly facilitate induce or take any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or other action which would reasonably be expected to result in lead to the making, submission or lead to, announcement of any Parent Acquisition Proposal; , (iiB) engage in, continue or otherwise participate in any negotiations or discussions concerningwith, or provide access to its properties, books and records or any confidential 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 proposal, offer, inquiry Parent Acquisition Proposal or request for information grant any waiver or release under any standstill or other agreement (except that constitutes, if the Parent Board (or any committee thereof) determines in good faith that the failure to grant any waiver or release would reasonably be expected to result in or lead tobe inconsistent with the Parent directors’ 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; ), (iiiC) approveenter into any agreement, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; (iv) execute or enter into, including any letter of intentagreement, memorandum of understanding, agreement in principle, confidentiality agreement (other than an Acceptable Confidentiality Agreement executed in accordance with Section 5.04(b)(ii))principal, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Parent Acquisition Proposal; , or (vD) otherwise resolve or agree to do any of the foregoing; provided, that that notwithstanding anything to the contrary in this Agreement, (iii) Parent or its Representatives may, (A) in response to an unsolicited inquiry or proposal, seek to clarify the terms and conditions of such inquiry or proposal to determine whether such inquiry or proposal constitutes, or would reasonably be expected to result in or lead to, a Superior Proposal and (B) in response to an inquiry or proposal from a third party, inform a third party or its Representative of the restrictions imposed by the provisions of this Section 5.04; provided, further, that it is understood and agreed that any determination or action by Parent or the Parent Board, as applicable, made in accordance with Section 5.04(b), Section 5.04(c), or Section 5.04(d), as applicable, shall not be deemed to be a breach or violation of this Section 5.04(a). Parent also agrees that immediately following the execution of this Agreement it provide and shall, and shall cause each within twenty four (24) hours of its Subsidiaries and shall use its reasonable best efforts to cause its and their Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the Company and its Representatives) conducted heretofore in connection with an Acquisition Proposal or any inquiry or request for information that would reasonably be expected to lead to, or result in, an Acquisition Proposal. Parent also agrees that within three Business Days of the execution of this Agreement, Parent shall instruct each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to 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 terminate access request the return or destruction of all confidential, non-public information provided to any physical or electronic data room maintained by or on behalf of third parties that have entered into confidentiality agreements relating to a possible Parent Acquisition Proposal with Parent or any of its Subsidiaries with respect theretosubsidiaries. Notwithstanding the foregoing, nothing contained in this Section 5.4 or in Section 6.4 or any other provision of this Agreement shall prohibit Parent shall promptly or the Parent Board (or any committee thereof) from (A) taking and in disclosing to Parent Shareholders the fact that any event within two Business Days) notifyParent Acquisition Proposal has been made, in writing, the Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or would reasonably be expected to result in or lead to, any Acquisition Proposal, which notice shall include the identity of the Person or group of Persons making, such inquiry, proposal, offer or request for information and, its position with respect to any such proposal tender or offerexchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or making any statement contemplated by Item 1012(a) of Regulation MA or any “stop, a summary look and listen” statement or (B) taking any of the material terms of, and an unredacted copy of any proposed definitive agreement, proposal or offer made in writing or, if not in writing, a written description of the material terms and conditions of such proposal or offer (and shall include any other material documents evidencing or specifying the terms of such proposal or offer or, to the extent applicable, inquiry). To the extent Parent is prohibited by a non-disclosure or confidentiality agreement entered into prior to the date hereof from providing the information actions set forth in the preceding sentence, Parent shall not be required to provide the Company with the identity of the Person(sSection 5.4(a) from which such expression of interest, inquiry or proposal was received. Parent shall promptly (and in any event within two Business Days) keep the Company informed of any material developments with respect to any such inquiry, proposal, offer, request for information or Acquisition Proposal (including any changes or proposed changes thereto and copies of any additional material written materials received by Parent, its Subsidiaries or its or their respective Representatives). The Company shall not enter into any confidentiality agreement with any Person after the date of this Agreement that prohibits it from complying with the foregoing obligations. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 5.04 by any of Parent’s Subsidiaries, or any of Parent’s or its Subsidiaries’ respective Representatives made at the direction of Parent, shall be deemed to be a breach of this Section 5.04 by ParentParent Licensing Deal.

No Solicitation by Parent. (a) Except as expressly permitted by this Section 5.04, from the date Parent agrees that (i) neither it nor any of this Agreement until the First Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 9.01, Parent shall not, shall cause its Subsidiaries shall, and it shall not to authorize or permit any officers, directors, employees, agents or representatives of Parent or any of its Subsidiaries (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) (the “Parent Representatives”) to, and shall on becoming aware of it will use its reasonable best efforts to cause its and their respective Representatives not stop such Parent Representative from continuing to, directly or indirectly: (i) , solicit, initiate, solicit encourage or participate in any discussions or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to(including by way of furnishing nonpublic information), or the making oftake any action designed to approve, endorse, recommend, or facilitate, directly or indirectly, any inquiry regardinginquiry, proposal or offer (including any proposal or offer that constitutes, or would reasonably be expected to result in or lead to, any Acquisition Proposal; (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records shareholders) with respect to a tender or any confidential information or data to, any Person relating to any proposal, exchange offer, inquiry scheme of arrangement, merger, consolidation, business combination, purchase or request for information that constitutes, similar transaction or would reasonably be expected to result in or lead to, any Acquisition Proposal; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; (iv) execute or enter into, any letter series of intent, memorandum of understanding, agreement in principle, confidentiality agreement transactions (other than an Acceptable Confidentiality Agreement executed the transactions contemplated by this Agreement) involving, individually or in accordance with Section 5.04(b)(ii)the aggregate, 20% or more of the assets, net revenues or net income of Parent and its Subsidiaries on a consolidated basis or 20% or more of any class of the voting securities of Parent, including any merger, consolidation, business combination, purchase or similar transaction in which 20% or more of Parent’s voting securities is issued to a third party or its shareholders (any such inquiry, proposal or offer being hereinafter referred to as a “Parent Alternative Proposal”), merger or cooperate with or assist, participate or engage in any substantive discussions or negotiations concerning a Parent Alternative Proposal, or amend, terminate, waive or fail to enforce, or grant any consent under, any confidentiality, standstill or similar agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating resolve to any Acquisition Proposal; or (v) resolve propose or agree to do any of the foregoing; provided, and (ii) it will immediately cease and cause to be terminated any existing negotiations with any parties conducted heretofore with respect to any of the foregoing; provided that that notwithstanding anything to the contrary (1) nothing contained in this Agreement, Agreement shall prevent Parent or its Representatives may, Board of Directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent Alternative Proposal, (B) prior to the Cutoff Date, providing information (pursuant to a confidentiality agreement in response reasonably customary form with terms at least as restrictive in all matters as the Confidentiality Agreement (provided that such agreement may allow the counterparty thereto to make a Parent Alternative Proposal to the Parent Board of Directors in connection with the negotiation and discussions permitted by this Section 5.16) and which does not contain terms that prevent Parent from complying with its obligations under this Section 5.16) to or engaging in any negotiations or substantive discussions with any Person who has made an unsolicited inquiry or proposal, seek to clarify bona fide written Parent Alternative Proposal that the terms and conditions Board of such inquiry or proposal to determine whether such inquiry or proposal Directors of Parent determines in good faith constitutes, or would could reasonably be expected to result in or lead toin, a Parent Superior Proposal Proposal, to the extent the Board of Directors of Parent, after consultation with its outside legal advisors, determines that the failure to do so would be inconsistent with its fiduciary obligations, or (C) prior to the Cutoff Date, terminating, amending, modifying or waiving any provision of any agreement containing a standstill covenant to the extent permitted pursuant to Section 5.1(s) hereof and (B2) notwithstanding anything in response this Agreement to an inquiry or proposal from a third partythe contrary, inform a third party or its Representative the Board of the restrictions imposed by the provisions Directors of this Section 5.04; provided, further, that it is understood and agreed that any determination or action by Parent or the any committee thereof may make a Parent Board, as applicable, made Adverse Recommendation Change in accordance with Section 5.04(b5.3(c). For the purposes of making a Parent Superior Proposal determination pursuant to this Section 5.16(a), it is understood that such determination necessarily will (i) be based on limited information compared to the determination made for purposes of Section 5.04(c7.4(c), or Section 5.04(d), as applicable, (ii) require assumptions that shall be made in the good faith judgment of the Parent Board of Directors and (iii) not be deemed to as complete or informed as, and will be distinct from, a breach or violation Parent Superior Proposal determination made for purposes of Section 7.4(c). For the avoidance of doubt, it is understood that a Parent Superior Proposal determination made for purposes of this Section 5.04(a). 5.16(a) shall not constitute a Parent also agrees that immediately following the execution of Superior Proposal determination for any other purpose under this Agreement it shall(except for Section 7.5(a)(iii)(C)(1)(a)), and shall cause each of its Subsidiaries and shall use its reasonable best efforts to cause its and their Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the Company and its Representatives) conducted heretofore in connection with an Acquisition Proposal or any inquiry or request not by itself constitute a Parent Adverse Recommendation Change for information that would reasonably be expected to lead to, or result in, an Acquisition Proposal. Parent also agrees that within three Business Days of the execution purposes of this Agreement, Parent shall instruct each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof, and Parent shall terminate access to any physical or electronic data room maintained by or on behalf of Parent or any of its Subsidiaries with respect thereto. Parent shall promptly (and in any event within two Business Days) notify, in writing, the Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or would reasonably be expected to result in or lead to, any Acquisition Proposal, which notice shall include the identity of the Person or group of Persons making, such inquiry, proposal, offer or request for information and, with respect to any such proposal or offer, a summary of the material terms of, and an unredacted copy of any proposed definitive agreement, proposal or offer made in writing or, if not in writing, a written description of the material terms and conditions of such proposal or offer (and shall include any other material documents evidencing or specifying the terms of such proposal or offer or, to the extent applicable, inquiry). To the extent Parent is prohibited by a non-disclosure or confidentiality agreement entered into prior to the date hereof from providing the information set forth in the preceding sentence, Parent shall not be required to provide the Company with the identity of the Person(s) from which such expression of interest, inquiry or proposal was received. Parent shall promptly (and in any event within two Business Days) keep the Company informed of any material developments with respect to any such inquiry, proposal, offer, request for information or Acquisition Proposal (including any changes or proposed changes thereto and copies of any additional material written materials received by Parent, its Subsidiaries or its or their respective Representatives). The Company shall not enter into any confidentiality agreement with any Person after the date of this Agreement that prohibits it from complying with the foregoing obligations. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 5.04 5.16 by any Subsidiary of Parent’s Subsidiaries, Parent or any of Parent’s or its Subsidiaries’ respective the Parent Representatives made at the direction of Parent, shall be deemed to be a breach of this Section 5.04 5.16 by Parent.

No Solicitation by Parent. (a) Except as expressly permitted by this Section 5.04, from From the date of this Agreement until the First earlier of the Effective Time or, if earlier, and the valid termination of this Agreement in accordance with Section 9.017.1, except as provided in Section 5.7(b) or Section 5.7(d), (i) Parent shall notshall, and shall cause its Subsidiaries not to and its and their respective officers and directors to, immediately cease, and shall direct and use its reasonable best efforts to cause its and their respective other Representatives to immediately cease, and cause to be terminated all existing discussions, negotiations and communications with any Persons or entities 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 Representatives to, directly or indirectly: indirectly through another Person, (iA) initiate, solicit seek, solicit, knowingly facilitate, knowingly encourage (including by way of furnishing any non-public information relating to Parent or any of its Subsidiaries), or knowingly encourage induce the making, submission or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or announcement of any proposal or offer that constitutes, or would reasonably be expected to result in or lead to, any a Parent Acquisition Proposal; , (iiB) engage in, continue or otherwise participate in any negotiations or discussions concerningwith, or provide any non-public information or non-public data to, or afford access to its the properties, books and records or any confidential information or data of Parent to, any Person relating (other than Parent or any of its Affiliates or Representatives) in connection with or in response to any proposalParent Acquisition Proposal or any proposal reasonably expected to lead to any Parent Acquisition Proposal or grant any waiver or release under any standstill, offerconfidentiality or other agreement (except that if the Parent Board determines in good faith, inquiry after consultation with its outside legal counsel, that the failure to grant any waiver or request for information that constitutes, or release would reasonably be expected to result be inconsistent with its fiduciary duties under applicable Law, Parent may waive any such standstill provision in or lead to, any order to permit a third party to make a Parent Acquisition Proposal; ), (iiiC) approve, endorse enter into any binding or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; (iv) execute or enter into, any non-binding letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement (other than an Acceptable Confidentiality Agreement executed in accordance with Section 5.04(b)(ii))memorandum of understanding, merger agreement, acquisition agreement, exchange option agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for agreement, commitment, arrangement or relating to any Acquisition Proposal; understanding contemplating or (v) resolve or agree to do any of the foregoing; provided, that that notwithstanding anything to the contrary otherwise in this Agreement, Parent or its Representatives may, (A) in response to an unsolicited inquiry or proposal, seek to clarify the terms and conditions of such inquiry or proposal to determine whether such inquiry or proposal constitutesconnection with, or would reasonably be expected that is intended to result in or lead to, a Superior Proposal and (B) in response to an inquiry or proposal from a third party, inform a third party or its Representative of the restrictions imposed by the provisions of this Section 5.04; provided, further, that it is understood and agreed that any determination or action by Parent or the Parent Board, as applicable, made in accordance with Section 5.04(b), Section 5.04(c), or Section 5.04(d), as applicable, shall not be deemed to be a breach or violation of this Section 5.04(a). Parent also agrees that immediately following the execution of this Agreement it shall, and shall cause each of its Subsidiaries and shall use its reasonable best efforts to cause its and their Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the Company and its Representatives) conducted heretofore in connection with an Acquisition Proposal or any inquiry or request for information that would reasonably be expected to lead to, or result in, an any Parent Acquisition Proposal. Parent also agrees that within three Business Days , or (D) resolve to do any of the foregoing; (iii) Parent shall not provide and shall, within twenty-four (24) hours of execution of this Agreement, terminate access of any third party to any data room (virtual or actual) containing any of Parent’s information; and (iv) within twenty-four (24) hours of execution of this Agreement, Parent shall instruct each Person (other than request the return or destruction of all confidential, non-public information and materials provided to third parties hereto and their respective Representatives) that has prior have, entered into confidentiality agreements relating to the date hereof executed a confidentiality agreement in connection with its consideration of an possible Parent Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof, and Parent shall terminate access to any physical or electronic data room maintained by or on behalf of with Parent or any of its Subsidiaries with respect theretoSubsidiaries. Parent shall promptly (and in any event within two Business Days) notify, in writing, the Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or would reasonably be expected to result in or lead to, any Acquisition Proposal, which notice shall include the identity of the Person or group of Persons making, such inquiry, proposal, offer or request for information and, with respect to any such proposal or offer, a summary of the material terms of, and an unredacted copy of any proposed definitive agreement, proposal or offer made in writing or, if not in writing, a written description of the material terms and conditions of such proposal or offer (and shall include any other material documents evidencing or specifying the terms of such proposal or offer or, to the extent applicable, inquiry). To the extent Parent is prohibited by a non-disclosure or confidentiality agreement entered into prior to the date hereof from providing the information set forth in the preceding sentence, Parent shall not be required to provide the Company with the identity of the Person(s) from which such expression of interest, inquiry or proposal was received. Parent shall promptly (and in any event within two Business Days) keep the Company informed of any material developments with respect to any such inquiry, proposal, offer, request for information or Acquisition Proposal (including any changes or proposed changes thereto and copies of any additional material written materials received by Parent, its Subsidiaries or its or their respective Representatives). The Company shall not enter into any confidentiality agreement with any Person after the date of this Agreement that prohibits it from complying with the foregoing obligations. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 5.04 by any of Parent’s Subsidiaries, or any of Parent’s or its Subsidiaries’ respective Representatives made at the direction of Parent, shall be deemed to be a breach of this Section 5.04 by Parent.62

No Solicitation by Parent. (a) Except as expressly permitted by this Section 5.04, from the date of this Agreement until the First Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 9.015.5, Parent shall notshall, shall cause each of its Subsidiaries not to affiliates and its and their respective officers, directors and employees to, and shall use its reasonable best efforts to cause its and their respective other Representatives to: (i) immediately cease any solicitation, knowing encouragement, discussions or negotiations with any persons that may be ongoing with respect to or may reasonably be expected to lead to a Takeover Proposal, and promptly instruct (to the extent it has contractual authority to do so and has not toalready done so prior to the date of this Agreement) or otherwise request, any person that has executed a confidentiality or non-disclosure agreement within the 24-month period prior to the date of this Agreement in connection with any actual or potential Takeover Proposal to return or destroy all such information or documents or material incorporating confidential information in the possession of such person or its Representatives, and (ii) until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VII, not, directly or indirectly: , (i1) initiatesolicit, solicit initiate or knowingly facilitate or knowingly encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiries or requests for information with respect toregarding, or the making of, any inquiry regarding, or of any proposal or offer that constitutes, or would could reasonably be expected to result in or lead to, any Acquisition a Takeover Proposal; , (ii2) engage in, continue or otherwise participate in any discussions or negotiations or discussions concerningregarding, or provide access to its properties, books and records or any confidential information or data to, any Person relating furnish to any proposalother person any non-public information in connection with or for the purpose of encouraging or facilitating, offera Takeover Proposal (other than, inquiry solely in response to an unsolicited inquiry, to refer the inquiring person to this Section 5.5 and to limit its conversation or request for information that constitutesother communication exclusively to such referral), or would reasonably be expected to result in or lead to, any Acquisition Proposal; (iii3) approve, endorse recommend or recommendenter into, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; (iv) execute recommend or enter into, any letter of intentintent or similar document, memorandum of understandingagreement, commitment or agreement in principleprinciple (whether written or oral, confidentiality agreement binding or nonbinding) with respect to a Takeover Proposal (other than (x) an Acceptable Confidentiality Agreement executed in accordance with Section 5.04(b)(ii5.5(b) or (y) in accordance with Section 7.1(k)), merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition Proposal; or (v) resolve or agree to do any of the foregoing; provided, that that notwithstanding anything . Except to the contrary in this Agreement, extent necessary to take any actions that Parent or its Representatives mayany third party would otherwise be permitted to take pursuant to this Section 5.5 (and in such case only in accordance with the terms hereof), (A) in response to an unsolicited inquiry or proposal, seek to clarify the terms Parent and conditions of such inquiry or proposal to determine whether such inquiry or proposal constitutesits Subsidiaries shall not release any third party from, or would reasonably be expected to result in waive, amend or lead to, a Superior Proposal and (B) in response to an inquiry or proposal from a third party, inform a third party or its Representative of the restrictions imposed by the provisions of this Section 5.04; provided, further, that it is understood and agreed that modify any determination or action by Parent or the Parent Board, as applicable, made in accordance with Section 5.04(b), Section 5.04(c)provision of, or Section 5.04(d)grant permission under, as applicable, shall not be deemed (x) any standstill provision in any agreement to be a breach or violation of this Section 5.04(a). Parent also agrees that immediately following the execution of this Agreement it shall, and shall cause each of its Subsidiaries and shall use its reasonable best efforts to cause its and their Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the Company and its Representatives) conducted heretofore in connection with an Acquisition Proposal or any inquiry or request for information that would reasonably be expected to lead to, or result in, an Acquisition Proposal. Parent also agrees that within three Business Days of the execution of this Agreement, Parent shall instruct each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof, and Parent shall terminate access to any physical or electronic data room maintained by or on behalf of which Parent or any of its Subsidiaries with respect thereto. Parent shall promptly is a party or (and y) any confidentiality provision in any event within two Business Days) notify, in writing, the Company agreement to which Parent or any of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or would reasonably be expected to result in or lead to, any Acquisition Proposal, which notice shall include the identity of the Person or group of Persons making, such inquiry, proposal, offer or request for information andits Subsidiaries is a party other than, with respect to this clause (y), any confidentiality provision, the waiver, amendment, modification or permission thereof does not, and would not be reasonably likely to, facilitate, encourage or relate in any way to a Takeover Proposal or a potential the Takeover Proposal and (B) Parent shall, and shall cause its Subsidiaries to, enforce such confidentiality and standstill provisions of any such proposal or offer, a summary of the material terms ofagreement, and an unredacted copy of any proposed definitive agreementParent shall, proposal or offer made in writing or, if not in writing, a written description of the material terms and conditions of such proposal or offer (and shall include cause its Subsidiaries to, immediately take all steps within their power necessary to terminate any other material documents evidencing or specifying the terms of such proposal or offer orwaiver that may have been heretofore granted, to the extent applicable, inquiry). To the extent Parent is prohibited by a non-disclosure or confidentiality agreement entered into prior to the date hereof from providing the information set forth in the preceding sentence, Parent shall not be required to provide any person other than the Company with the identity of the Person(s) from which such expression of interest, inquiry or proposal was received. Parent shall promptly (and in any event within two Business Days) keep the Company informed of any material developments with respect to any such inquiry, proposal, offer, request for information or Acquisition Proposal (including any changes or proposed changes thereto and copies of any additional material written materials received by Parent, its Subsidiaries or its or their respective Representatives). The Company shall not enter into any confidentiality agreement with any Person after the date of this Agreement that prohibits it from complying with the foregoing obligations. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 5.04 by any of Parent’s Subsidiaries, or any of Parentthe Company’s or its Subsidiaries’ respective Representatives made at the direction of Parentaffiliates, shall be deemed to be a breach of this Section 5.04 by Parentunder any such provisions.

No Solicitation by Parent. (a) Except as expressly permitted by Subject to the provisions of this Section 5.045.6, from the date of this Agreement until the First earlier of the Effective Time or, if earlier, and the valid termination of this Agreement in accordance with Section 9.01Termination Date, Parent agrees that it shall not, and shall cause its Subsidiaries and its and their respective directors and officers not to to, and shall use its reasonable best efforts to cause its and their respective its Subsidiaries’ other Representatives not to, directly or indirectly: , (i) initiatesolicit, solicit initiate or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect toinquiry regarding, or the making ofor submission of any proposal, any inquiry regarding, offer or any proposal or offer indication of interest that constitutes, or would reasonably be expected to result in or lead to, any Acquisition or result in, a Parent Alternative Proposal; , (ii) engage in, knowingly encourage, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or would reasonably be expected to result in or lead to, any Acquisition Proposal; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement (other than an Acceptable Confidentiality Agreement executed in accordance with Section 5.04(b)(ii)), merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition Proposal; or (v) resolve or agree to do any of the foregoing; provided, that that notwithstanding anything to the contrary in this Agreement, Parent or its Representatives may, (A) in response to an unsolicited inquiry or proposal, seek to clarify the terms and conditions of such inquiry or proposal to determine whether such inquiry or proposal constitutes, or would reasonably be expected to result in or lead to, a Superior Proposal and (B) in response to an inquiry or proposal from a third party, inform a third party or its Representative of the restrictions imposed by the provisions of this Section 5.04; provided, further, that it is understood and agreed that any determination or action by Parent or the Parent Board, as applicable, made in accordance with Section 5.04(b), Section 5.04(c), or Section 5.04(d), as applicable, shall not be deemed to be a breach or violation of this Section 5.04(a). Parent also agrees that immediately following the execution of this Agreement it shall, and shall cause each of its Subsidiaries and shall use its reasonable best efforts to cause its and their Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the Company and its Representatives) conducted heretofore in connection with an Acquisition Proposal regarding Parent Alternative Proposal, or any inquiry communications regarding or request for information any inquiry, proposal or offer that would reasonably be expected to lead to, or result in, an Acquisition Proposal. a Parent also agrees Alternative Proposal (except to notify such Person that within three Business Days of the execution provisions of this AgreementSection 5.6 prohibit any such discussions or negotiations), (iii) furnish any non-public information relating to Parent shall instruct each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement or its Subsidiaries in connection with its consideration or for the purpose of an Acquisition facilitating a Parent Alternative Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof, and Parent shall terminate access to any physical or electronic data room maintained by or on behalf of Parent or any of its Subsidiaries with respect thereto. Parent shall promptly (and in any event within two Business Days) notify, in writing, the Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof indication of interest that constitutes, or would reasonably be expected to result in or lead to, or result in, a Parent Alternative Proposal and request the prompt return or destruction of any Acquisition confidential information provided to any third party in connection with any Parent Alternative Proposal; (iv) recommend or enter into any other letter of intent, which notice shall include the identity memorandum of the Person understandings, agreement in principle, option agreement, acquisition agreement, merger agreement, arrangement agreement, amalgamation agreement, joint venture agreement, partnership agreement or group of Persons making, such inquiry, proposal, offer or request for information and, other similar agreement with respect to any such proposal or offer, a summary of the material terms of, and an unredacted copy of any proposed definitive agreement, proposal or offer made in writing or, if not in writing, a written description of the material terms and conditions of such proposal or offer (and shall include any other material documents evidencing or specifying the terms of such proposal or offer or, to the extent applicable, inquiry). To the extent Parent is prohibited by a non-disclosure or confidentiality agreement entered into prior to the date hereof from providing the information set forth in the preceding sentence, Parent shall not be required to provide the Company with the identity of the Person(s) from which such expression of interest, inquiry or proposal was received. Parent shall promptly (and in any event within two Business Days) keep the Company informed of any material developments with respect to any such inquiry, proposal, offer, request for information or Acquisition Alternative Proposal (including except for confidentiality agreements permitted under Section 5.6(b)); (v) approve any changes or proposed changes thereto and copies of any additional material written materials received by Parent, its Subsidiaries or its or their respective Representatives). The Company shall not enter into any confidentiality agreement with any Person after the date of this Agreement that prohibits it from complying with the foregoing obligations. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 5.04 by any of Parent’s Subsidiariestransaction under, or any third party becoming an “interested stockholder” under Section 203 of Parent’s the DGCL (or its Subsidiaries’ respective Representatives made at similar Takeover Statute applicable to Parent under Canadian Law); or (vi) adopt, approve, endorse, authorize agree or publicly propose to adopt, approve, endorse or authorize to do any of the direction of Parent, shall be deemed foregoing or otherwise knowingly facilitate any effort or attempt to be make a breach of this Section 5.04 by ParentParent Alternative Proposal.

No Solicitation by Parent. (a) Except as expressly permitted by this Section 5.04, from During the date of this Agreement until the First Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 9.01Pre-Closing Period, Parent shall not, shall cause will not and will not authorize or permit any of its Subsidiaries not to and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: , as applicable, (i) solicit, initiate, solicit seek, entertain, knowingly encourage, facilitate, support or knowingly encourage induce the making, submission or knowingly facilitate announcement of any inquiries inquiry, expression of interest, proposal or requests for offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or the making oftake any other action regarding, any inquiry regardinginquiry, or any expression of interest, proposal or offer that constitutes, or would reasonably be expected to result in or lead to, an Acquisition Proposal, except for the purpose of complying with Applicable Law, (iii) grant any waiver or release under any confidentiality, standstill or similar agreement (other than to Company), (iv) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal; , (iiv) engage inenter into any letter of intent, continue term sheet, merger agreement, acquisition agreement, option agreement or any other Contract contemplating or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposalAcquisition Proposal, offer(vi) submit any Acquisition Proposal to the vote of any stockholders of Parent or (vii) enter into any other transaction or series of transactions not in the Ordinary Course of Business, inquiry the consummation of which would impede, interfere with, prevent or request for information that constitutesdelay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Share Contribution or the other Transactions; provided, however, that, notwithstanding anything contained in this Section 6.2(a), prior to the receipt of the Required Parent Stockholder Vote, Parent may furnish non-public information regarding Parent to, and enter into discussions or negotiations with, any Person in response to a bona fide written Acquisition Proposal, which the Parent Board determines in good faith, after consultation with its independent financial advisor and its outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer (and is not withdrawn) if: (A) such Acquisition Proposal was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of Section 6.2(a); (B) the Parent Board concludes in good faith, based on the advice of outside legal counsel, that the failure to take such action is reasonably likely to result in or lead a breach of the fiduciary duties of the Parent Board under Applicable Law; (C) at least five (5) Business Days prior to furnishing any such non-public information to, any Acquisition Proposal; (iii) approveor entering into discussions with, endorse or recommendsuch Person, Parent gives the Company written notice of the identity of such Person and of Parent’s intention to furnish non-public information to, or propose publicly enter into discussions with, such Person; and (D) at least five (5) Business Days prior to approvefurnishing any such non-public information to such Person, endorse or recommend, any Acquisition Proposal; Parent furnishes such non-public information to the Company (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement (other than an Acceptable Confidentiality Agreement executed in accordance with Section 5.04(b)(iito the extent such nonpublic information has not been previously furnished by Parent to the Company)), merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition Proposal; or (v) resolve or agree to do any . Without limiting the generality of the foregoing; provided, if any of Parent’s Representatives, whether in his, her or its capacity as such or in any other capacity, takes any action that that Parent is obligated pursuant to this Section 6.2(a) not to authorize or permit such Representative to take, then Parent shall be deemed for all purposes of this Agreement to have breached this Section 6.2(a). In addition, notwithstanding anything in this Agreement to the contrary contrary, following the receipt of an Acquisition Proposal that was not solicited after the date hereof in contravention of this AgreementSection 6.2(a), the Parent Board may contact the Person or its Representatives may, (A) in response to an unsolicited inquiry or proposal, seek to clarify Group who has made such Acquisition Proposal solely for the purpose of seeking clarification of the terms and conditions of such inquiry or proposal thereof, so as to determine whether such inquiry or proposal constitutesAcquisition Proposal is, or would reasonably be expected to result in or lead to, a Superior Proposal and (B) in response to an inquiry or proposal from a third party, inform a third party or its Representative of the restrictions imposed by the provisions of this Section 5.04; provided, further, that it is understood and agreed that any determination or action by Parent or the Parent Board, as applicable, made in accordance with Section 5.04(b), Section 5.04(c), or Section 5.04(d), as applicable, shall not be deemed to be a breach or violation of this Section 5.04(a). Parent also agrees that immediately following the execution of this Agreement it shall, and shall cause each of its Subsidiaries and shall use its reasonable best efforts to cause its and their Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the Company and its Representatives) conducted heretofore in connection with an Acquisition Proposal or any inquiry or request for information that would could reasonably be expected to lead to, or result in, an Acquisition Proposal. Parent also agrees that within three Business Days of the execution of this Agreement, Parent shall instruct each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof, and Parent shall terminate access to any physical or electronic data room maintained by or on behalf of Parent or any of its Subsidiaries with respect thereto. Parent shall promptly (and in any event within two Business Days) notify, in writing, the Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or would reasonably be expected to result in or lead to, any Acquisition Proposal, which notice shall include the identity of the Person or group of Persons making, such inquiry, proposal, offer or request for information and, with respect to any such proposal or offer, a summary of the material terms of, and an unredacted copy of any proposed definitive agreement, proposal or offer made in writing or, if not in writing, a written description of the material terms and conditions of such proposal or offer (and shall include any other material documents evidencing or specifying the terms of such proposal or offer or, to the extent applicable, inquiry). To the extent Parent is prohibited by a non-disclosure or confidentiality agreement entered into prior to the date hereof from providing the information set forth in the preceding sentence, Parent shall not be required to provide the Company with the identity of the Person(s) from which such expression of interest, inquiry or proposal was received. Parent shall promptly (and in any event within two Business Days) keep the Company informed of any material developments with respect to any such inquiry, proposal, offer, request for information or Acquisition Proposal (including any changes or proposed changes thereto and copies of any additional material written materials received by Parent, its Subsidiaries or its or their respective Representatives). The Company shall not enter into any confidentiality agreement with any Person after the date of this Agreement that prohibits it from complying with the foregoing obligations. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 5.04 by any of Parent’s Subsidiaries, or any of Parent’s or its Subsidiaries’ respective Representatives made at the direction of Parent, shall be deemed to be a breach of this Section 5.04 by ParentSuperior Offer.

No Solicitation by Parent. (a) Except as expressly permitted by this Section 5.04, from From the date of this Agreement until the First earlier of the Effective Time or, if earlier, and the valid termination of this Agreement in accordance with Section 9.01‎Section 7.1, except as expressly permitted by this ‎Section 5.5, Parent agrees that neither it nor any of its Subsidiaries shall, and that it shall not, and shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause direct its and their respective Representatives not to, directly or indirectly: , (i) initiate, solicit solicit, knowingly assist, knowingly induce or knowingly encourage or knowingly facilitate (including by providing information) any inquiries inquiries, proposals or requests for information offers with respect to, or the making making, submission, announcement or completion of, any inquiry regarding, or any proposal or offer that constitutes, or would be reasonably be expected to result in or lead to, any a Parent Acquisition Proposal; Proposal or (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access with any Third Party (other than to its properties, books and records refer the inquiring Person to this ‎Section 5.5) concerning any Parent Acquisition Proposal or any confidential information inquiry, proposal or data to, any Person relating to any proposal, offer, inquiry or request for information offer that constitutes, or would reasonably be expected to result lead to any Parent Acquisition Proposal, (iii) furnish or provide or cause to be furnished or provided any non-public information or data relating to Parent or any of its Subsidiaries in connection with, or lead for the purpose of soliciting, initiating, encouraging or facilitating, or in response to, any inquiry, proposal or offer that constitutes of would reasonably be expected to lead to a Parent Acquisition Proposal; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement (other than an Acceptable Confidentiality Agreement executed in accordance with Section 5.04(b)(ii)), merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition Proposal; or (v) resolve or agree to do any of the foregoing; provided, that that notwithstanding anything to the contrary in this Agreement, . Parent or its Representatives may, (A) in response to an unsolicited inquiry or proposal, seek to clarify the terms and conditions of such inquiry or proposal to determine whether such inquiry or proposal constitutes, or would reasonably be expected to result in or lead to, a Superior Proposal and (B) in response to an inquiry or proposal from a third party, inform a third party or its Representative of the restrictions imposed by the provisions of this Section 5.04; provided, further, agrees that it is understood and agreed that any determination or action by Parent or the Parent Board, as applicable, made in accordance with Section 5.04(b), Section 5.04(c), or Section 5.04(d), as applicable, shall not be deemed to be a breach or violation of this Section 5.04(a). Parent also agrees that immediately following the execution of this Agreement it shallwill, and shall will cause each of its Subsidiaries and shall use its reasonable best efforts to cause direct its and their respective Representatives to, (x) immediately cease and cause to be terminated any solicitationsexisting activities, discussions or negotiations with any Person (other than the Company and its Representatives) Third Party conducted heretofore in connection with an Acquisition Proposal or respect to any inquiry or request for information that would reasonably be expected to lead to, or result in, an Parent Acquisition Proposal. , (y) deliver a written notice to any such Third Party explicitly stating that Parent also agrees is terminating all discussions and negotiations with such Third Party with respect to any Parent Acquisition Proposal, and requesting that within three Business Days of the execution of this Agreement, Parent shall instruct each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to such Third Party promptly return or destroy all confidential or proprietary information furnished to such Person by or on behalf of it or any of concerning Parent and its Subsidiaries prior to the date hereofSubsidiaries, and Parent shall (z) promptly terminate access of any such Third Party to any physical due diligence or electronic or physical data room maintained by or on behalf of Parent or any of its Subsidiaries with respect thereto. Parent shall promptly (and in any event within two Business Days) notify, in writing, the Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or would reasonably be expected to result in or lead to, any Acquisition Proposal, which notice shall include the identity of the Person or group of Persons making, such inquiry, proposal, offer or request for information and, with respect to any Parent Acquisition Proposal; provided, that nothing in this Agreement shall restrict Parent from permitting a Person to request the waiver of a “standstill” or similar obligation or from granting such proposal or offera waiver, a summary of the material terms of, and an unredacted copy of any proposed definitive agreement, proposal or offer made in writing or, if not in writing, a written description of the material terms and conditions of such proposal or offer (and shall include any other material documents evidencing or specifying the terms of such proposal or offer or, each case to the extent applicable, inquiry). To the extent Parent is prohibited by a non-disclosure or confidentiality agreement entered into prior necessary to the date hereof from providing the information set forth in the preceding sentence, Parent shall not be required to provide the Company comply with the identity of the Person(s) from which such expression of interest, inquiry or proposal was received. Parent shall promptly (and in any event within two Business Days) keep the Company informed of any material developments with respect to any such inquiry, proposal, offer, request for information or Acquisition Proposal (including any changes or proposed changes thereto and copies of any additional material written materials received by Parent, its Subsidiaries or its or their respective Representatives). The Company shall not enter into any confidentiality agreement with any Person after the date of this Agreement that prohibits it from complying with the foregoing obligations. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 5.04 by any of Parent’s Subsidiaries, or any of Parent’s or its Subsidiaries’ respective Representatives made at the direction of Parent, shall be deemed to be a breach of this Section 5.04 by Parentfiduciary duties under applicable Law.

No Solicitation by Parent. (a) Except as expressly permitted by this Section 5.04, from From the date of this Agreement until the earlier of the First Effective Time or, if earlier, and the valid termination of this Agreement Agreement, except as otherwise set forth in accordance with this Section 9.017.02, Parent shall not, and shall cause its Subsidiaries not and its and its Subsidiaries’ respective directors and officers to not, and shall use its reasonable best efforts to cause its and their its Subsidiaries’ other respective Representatives not toto not, directly or indirectly: , (i) solicit, initiate, solicit knowingly facilitate or knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries or requests for information with respect toregarding, or the making of, or submission of any inquiry regarding, or any proposal or offer that constitutes, or would reasonably be expected to result in or lead to, any Parent Acquisition Proposal; , (ii) engage in, continue (A) enter into or otherwise participate in any discussions or negotiations or discussions concerningwith any Third Party, (B) furnish to any Third Party any information, or provide access to its properties(C) otherwise assist, books and records participate in, knowingly facilitate or knowingly encourage any confidential information Third Party, in each case, in connection with or data tofor the purpose of knowingly encouraging or facilitating, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or would reasonably be expected to result in or lead to, any a Parent Acquisition Proposal; , (iii) approve, endorse recommend or recommendenter into, or publicly or formally propose publicly to approve, endorse or recommend, any Acquisition Proposal; (iv) execute recommend or enter into, any letter of intentintent or similar document, memorandum of understandingagreement, commitment, or agreement in principleprinciple (whether written or oral, confidentiality agreement binding or nonbinding) with respect to a Parent Acquisition Proposal, (other than an Acceptable Confidentiality Agreement executed iv) (A) withdraw or qualify, amend or modify in accordance with Section 5.04(b)(ii)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 (a), merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition Proposal; a “Parent Adverse Recommendation Change” ) or (v) resolve take any action to make any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or agree “business combination statute or regulation” or other similar anti-takeover laws and regulations, inapplicable to do any of the foregoing; provided, that that notwithstanding anything to the contrary in this Agreement, Parent or its Representatives may, (A) in response to an unsolicited inquiry or proposal, seek to clarify the terms and conditions of such inquiry or proposal to determine whether such inquiry or proposal constitutes, or would reasonably be expected to result in or lead to, a Superior Proposal and (B) in response to an inquiry or proposal from a third party, inform a third party or its Representative of the restrictions imposed by the provisions of this Section 5.04; provided, further, that it is understood and agreed that any determination or action by Parent or the Parent Board, as applicable, made in accordance with Section 5.04(b), Section 5.04(c), or Section 5.04(d), as applicable, shall not be deemed to be a breach or violation of this Section 5.04(a). Parent also agrees that immediately following the execution of this Agreement it shall, and shall cause each of its Subsidiaries and shall use its reasonable best efforts to cause its and their Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the Company and its Representatives) conducted heretofore in connection with an Acquisition Proposal Third Party or any inquiry or request for information that would reasonably be expected to lead to, or result in, an Parent Acquisition Proposal. Parent also agrees that within three Business Days of the execution of this Agreement, Parent shall instruct each Person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof, and Parent shall terminate access to any physical or electronic data room maintained by or on behalf of Parent or any of its Subsidiaries with respect thereto. Parent shall promptly (and in any event within two Business Days) notify, in writing, the Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or would reasonably be expected to result in or lead to, any Acquisition Proposal, which notice shall include the identity of the Person or group of Persons making, such inquiry, proposal, offer or request for information and, with respect to any such proposal or offer, a summary of the material terms of, and an unredacted copy of any proposed definitive agreement, proposal or offer made in writing or, if not in writing, a written description of the material terms and conditions of such proposal or offer (and shall include any other material documents evidencing or specifying the terms of such proposal or offer or, to the extent applicable, inquiry). To the extent Parent is prohibited by a non-disclosure or confidentiality agreement entered into prior to the date hereof from providing the information set forth in the preceding sentence, Parent shall not be required to provide the Company with the identity of the Person(s) from which such expression of interest, inquiry or proposal was received. Parent shall promptly (and in any event within two Business Days) keep the Company informed of any material developments with respect to any such inquiry, proposal, offer, request for information or Acquisition Proposal (including any changes or proposed changes thereto and copies of any additional material written materials received by Parent, its Subsidiaries or its or their respective Representatives). The Company shall not enter into any confidentiality agreement with any Person after the date of this Agreement that prohibits it from complying with the foregoing obligations. Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 5.04 by any of Parent’s Subsidiaries, or any of Parent’s or its Subsidiaries’ respective Representatives made at the direction of Parent, shall be deemed to be a breach of this Section 5.04 by Parent.