Common use of No Solicitation by the Company Clause in Contracts

No Solicitation by the Company. (a) The Company shall not directly or indirectly, and shall not authorize or permit any of its subsidiaries, nor any of its or any of its subsidiaries' Representatives directly or indirectly to, (i) solicit, initiate, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal, (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The 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 6.02, the Company 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, nor any of its or any of its subsidiaries' Representatives directly or indirectly to, (i) solicit, initiate, knowingly encouragefacilitate or knowingly encourage (including by way of furnishing information) any inquiries regarding, induce or facilitate the making, making or submission or announcement of any Company Acquisition Proposal, (ii) (A) enter into or participate in any discussions or negotiations regarding, (B) furnish any information regarding the Company or any of 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 an Acquisition Proposal for the purpose of knowingly encouraging or an inquiry or indication of interest that would reasonably be expected to lead to an facilitating, a Company 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 Company Acquisition Proposal, (iv) approve(A) withdraw or qualify, endorse amend or recommend modify in any manner adverse to Parent the Company Board Recommendation, (B) fail to include the Company Board Recommendation in the Proxy Statement/Prospectus or (C) recommend, adopt or approve or publicly propose to recommend, adopt or approve any Company Acquisition Proposal (any of the foregoing in this clause (iv), a “Company 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 or similar document the State of Delaware, including Section 203 of the DGCL, inapplicable to any Third Party or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The Company shall not directly or indirectlyExcept as otherwise provided in this Section 4.3, until the earlier of the Effective Time and shall not authorize or permit any the date of its subsidiariestermination of this Agreement, neither the Company, nor any of its subsidiaries or any of the officers, directors, agents, representatives or affiliates of it or its subsidiaries (including any investment banker, attorney or accountant retained by it or any of its subsidiaries' Representatives directly or indirectly to, ) shall (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourageor take any other action designed to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal which constitutes a Company Takeover Proposal (as defined below), (ii) furnish participate in any information discussions or negotiations regarding the any Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Takeover Proposal, (iii) engage in discussions enter into any agreement regarding any Company Takeover Proposal or negotiations with any person with respect to any Acquisition Proposal, (iv) approvemake or authorize any statement, endorse recommendation or recommend solicitation in support of any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior Company Takeover Proposal. If and only to the adoption of this Agreement by extent that (i) the requisite Stockholder Approval, this Section 5.04 (a) Company Stockholders Meeting shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respectoccurred, (2ii) the Board of Directors of the Company concludes determines in good faith, after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisorcounsel, that such Acquisition Proposal constitutes or it is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior necessary to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of do so in order to comply with its fiduciary duties to the Company's intention to furnish nonpublic information tostockholders under applicable law, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4iii) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company's Board of Directors concludes in good faith that such Company Takeover Proposal constitutes a Company Superior Proposal (as defined below), whether or (iv) such Company Takeover Proposal was not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute solicited by it and did not otherwise result from a breach of this Section 5.04 by 4.3(a), and (v) the Company provides prior written notice to Parent of its decision to take such action, the Company shall be permitted to (A) furnish information with respect to the Company and any of its subsidiaries to such person pursuant to a customary confidentiality agreement, (B) participate in discussions and negotiations with such person, (C) subject to first complying with the provisions of Section 5.8(b) hereof, enter into a Company Acquisition Agreement and (D) effect a Change in the Company Recommendation (as defined below); provided, that at least five business days prior to taking any actions set forth in clause (C) or (D) above, the Company's Board of Directors provides Parent written notice advising Parent that the Company's Board of Directors is prepared to conclude that such Company Takeover Proposal constitutes a Company Superior Proposal and during such five business day period the Company and its advisors shall have negotiated in good faith with Parent to make adjustments in the terms and conditions of this Agreement such that such Company Takeover Proposal would no longer constitute a Company Superior Proposal and the Company's Board of Directors fully considers any such adjustment and nonetheless concludes in good faith that such Company Takeover Proposal constitutes a Company Superior Proposal. The Company Company, its subsidiaries and their representatives immediately shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement parties with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)Company Takeover Proposal.

No Solicitation by the Company. (a) The Neither the Company nor any of its Subsidiaries or affiliates shall (and the Company shall cause the officers, directors, employees, representatives and agents of the Company, each of its Subsidiaries and each affiliate of the Company, including, but not limited to, investment bankers, attorneys and accountants, not to), directly or indirectly, and shall not authorize encourage, solicit, participate in or permit initiate discussions or negotiations with, or provide any information to, any person or group (other than Parent, any of its subsidiaries, nor any of its affiliates or any of its subsidiaries' Representatives directly or indirectly to, (irepresentatives) solicit, initiate, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal, (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend concerning any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provideddefined below in Section 6.4(c)), however, except that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing nothing contained in this Section 5.04 6.4 or any other provision hereof shall prohibit the Company or the Company's Company Board of Directors from (i) taking and disclosing to the Company's stockholders a position contemplated with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) 14e-2 promulgated under the Exchange Act Act, or (or any similar communications ii) making such disclosure to the Company stockholders as, in connection with the making or amendment good faith judgment of a tender offer or exchange offer) or the Board, after receiving advice from making any disclosure outside counsel, is required by under applicable law or from taking any action contemplated law, provided that the Company may not, except as permitted by Section 8.01(j6.4(b), including having withdraw or modify, or propose to withdraw or modify, the Board of Directors take such actions as are necessary Recommendations or its position with respect to the Offer or the Merger or approve or recommend, or propose to approve or resolve to approve the intention to recommend any Acquisition Proposal, or enter into an any agreement with respect to a Superior Proposal (as hereinafter defined) (any Acquisition Proposal. Upon execution of this Agreement, the Company will immediately cease any existing activities, discussions or negotiations with any announcement in connection therewith) or enter into an agreement parties conducted heretofore with respect to a Superior Proposal concurrently with termination any of the foregoing. Notwithstanding the foregoing, prior to the time of acceptance of Shares for payment pursuant to Section 8.01(j).the Offer, the Company may furnish information concerning its business, properties or assets to any corporation, partnership, person or other entity or group pursuant to appropriate confidentiality agreements, and may negotiate and participate in discussions and negotiations with such entity or group concerning an Acquisition Proposal if:

No Solicitation by the Company. (a) The 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 6.03, the Company shall not, and shall cause its Subsidiaries, and its and its Subsidiaries’ officers, directors, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors and representatives (including, in the case of the Company, the Company Special Committee) (collectively, “Representatives”), not to, directly or indirectly, and shall not authorize or permit any of its subsidiaries, nor any of its or any of its subsidiaries' Representatives directly or indirectly to, (i) solicit, initiate, initiate or take any action to knowingly encourage, induce facilitate or facilitate knowingly encourage the making, submission or announcement of any Company Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information regarding relating to the Company or any of its subsidiaries Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any person of its Subsidiaries to, otherwise cooperate in connection with any way with, or in response to an Acquisition Proposal knowingly assist, participate in, facilitate or an inquiry knowingly encourage any effort by, any Third Party that the Company knows, or indication of interest that would should reasonably be expected to lead know, is seeking to an make, or has made, a Company Acquisition Proposal, (iii) engage (A) fail to make, or withdraw or qualify, amend or modify in discussions any manner adverse to Parent, the Company Board Recommendation (it being understood that any failure to publicly, and without qualification (x) recommend against any Company Acquisition Proposal and (y) reaffirm the Company Board Recommendation, in each case, within ten (10) Business Days after a Company Acquisition Proposal is made public or negotiations with any person request by Parent to do so will be treated as a withdrawal of the Company Board Recommendation for purposes hereof), (B) fail to include the Company Board Recommendation in the Joint Proxy Statement/Prospectus or (C) recommend, adopt or approve or publicly propose to recommend, adopt or approve any Company Acquisition Proposal (any of the foregoing in this clause (iii), a “Company 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 Delaware Law, inapplicable to any Third Party or any Company Acquisition Proposal, or (v) fail to enforce, or grant any waiver or release under, any standstill or similar agreement with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter class of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors equity securities of the Company concludes in good faith, after having taken into account the advice or any of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)Subsidiaries.

No Solicitation by the Company. (a) The Company shall not directly or indirectlyimmediately cease, and shall not authorize or permit any of cause its subsidiaries, nor any of its or any of subsidiaries and the Company's and its subsidiaries' Representatives respective directors, officers, employees, investment bankers, attorneys, accountants and other representatives to cease, any discussions or negotiations with any Person that may be ongoing with respect to a Takeover Proposal (as hereinafter defined) and use its reasonable best efforts to obtain the return from all such Persons or cause the destruction of all copies of confidential information provided to such parties by the Company or its representatives that are still in the possession of such Persons. The Company shall not, and shall cause its subsidiaries and the Company's and its subsidiaries' respective directors, officers, employees, investment bankers, attorneys, accountants and other representatives not to, directly or indirectly to, (i) solicit, initiateinitiate or knowingly encourage the initiation of (including by way of furnishing information that has not been previously publicly disseminated) any inquiries or proposals that constitute, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal, (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would may reasonably be expected to lead to an Acquisition Proposalto, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Takeover Proposal or (vii) enter into participate in any letter of intent discussions with any third party regarding, or similar document or any Contract contemplating or otherwise relating furnish to any Acquisition Transactionthird party any non-public information with respect to, or assist or facilitate, any Takeover Proposal; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes receives an unsolicited, bona fide written Takeover Proposal that was made in good faith, after having taken into account circumstances not involving a breach of this Agreement and that in the advice opinion of its outside legal counsel and the Board of Directors of the Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming could lead to a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, then the Company gives Parent may, in response to such Takeover Proposal and after providing Purchaser written notice of the identity of such person and of the Company's its intention to take such actions, (A) furnish nonpublic information to, or enter into discussions with, such person, and with respect to the Company receives from to the Person making such person an executed Takeover Proposal, but only after such Person enters into a customary confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person by or on behalf of with the Company and containing provisions (which confidentiality agreement must be no less favorable to the Company (i.e., no less restrictive with respect to the conduct of such Person) than the provisions contained in confidentiality agreement entered into with Purchaser), provided that (1) such confidentiality agreement may not include any provision calling for an exclusive right to negotiate with the Confidentiality AgreementCompany and (2) the Company advises Purchaser of all such non-public information delivered to such Person concurrently with its delivery to such Person and concurrently with its delivery to such Person the Company delivers to Purchaser all such information not previously provided to Purchaser, and (4B) at least two business days prior to furnishing any participate in discussions and negotiations with such nonpublic information to Person regarding such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Takeover Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The Company shall not directly or indirectlynot, and shall not authorize cause its subsidiaries and its and their respective directors, officers, employees and agents (including any investment banker, financial advisor, attorney, accountant or permit any of its subsidiaries, nor any of its other representative retained by it or any of its subsidiaries' Representatives ) not to, directly or indirectly tothrough another person, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing information), knowingly encourageor take any other action designed to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal which constitutes, or may reasonably be expected to lead to, a Company Takeover Proposal (as hereinafter defined) or (ii) furnish participate in any information discussions or negotiations regarding the any Company or Takeover Proposal or, any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest proposal that would may reasonably be expected to lead to an Acquisition a Company Takeover Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that that, at any time prior to acceptance for payment of, and payment for, the adoption of this Agreement by Shares pursuant to the requisite Stockholder ApprovalOffer (the "Company Applicable Period"), this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information tomay, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition a Company Takeover Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) which the Board of Directors of the Company concludes determines in good faithfaith may reasonably be expected to result in a Company Superior Proposal (as defined in Section 5.04(b)), which was not solicited by it and which did not otherwise result from a breach of this Section 5.04(a), after the Board of Directors of Company has determined in good faith that the furnishing of information and participating in discussions or negotiations pursuant to this clause is required by its fiduciary duties under applicable law, after having taken into account the received advice of its from outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, after the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter has entered into discussions with, such person, and the Company receives from such person an executed a customary confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person by or on behalf of the Company and containing provisions terms no less favorable to the Company than the provisions those contained in the Confidentiality AgreementAgreement (as defined below), and (4) at least two subject to providing three business days prior written notice of its decision to furnishing any take such nonpublic information to such person, the Company furnishes such nonpublic information action to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent compliance with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j5.04(d), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement (x) furnish information with respect to the Company and its subsidiaries to any person making such a Superior Company Takeover Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect pursuant to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).confidentiality agreement and (y) participate in discussions or negotiations

No Solicitation by the Company. (a) The Company shall not directly or indirectly, and shall not authorize or permit any of its subsidiaries, nor the other Constituent Corporations or any Representative of any of its or any of its subsidiaries' Representatives the Constituent Corporations directly or indirectly to, (i) solicit, initiate, knowingly encourage, induce or facilitate the making, submission or announcement of any Company Acquisition Proposal or take any action that could reasonably be expected to lead to a Company Acquisition Proposal, (ii) furnish any information regarding the Company or any of its subsidiaries the Constituent Corporations to any person Person in connection with or in response to an a Company Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to could lead to an a Company Acquisition Proposal, (iii) engage in discussions or negotiations with any person Person with respect to any Company Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Company Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a4.4(a) shall not prohibit (A) the Company, or the Board of Directors of the Company from furnishing nonpublic information regarding the Constituent Corporations to, or entering into discussions with, any person Person in response to an unsolicited bona fide Acquisition Proposal a Company Superior Offer that is submitted to the Company by such person Person (and not withdrawn) if (1) neither the Company nor any Representative of any of the Constituent Corporations shall have violated any of the restrictions set forth in this Section 5.04 in any material respect4.4, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of consultation with its outside legal counsel and Company Financial Advisorcounsel, that such Acquisition Proposal constitutes or action is reasonably capable required in order for the board of becoming a Superior Proposaldirectors of the Company to comply with its fiduciary obligations to the Company'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 personPerson, the Company gives Parent written notice of the identity of such person Person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such personPerson, and the Company receives from such person Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person Person or any of such Person's Representatives by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality AgreementCompany, and (4) at least two business days prior to furnishing any such nonpublic information to such personPerson, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent); or (B) the Company from complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Acquisition Proposal. Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the CompanyConstituent Corporations, whether or not such Representative is purporting to act on behalf of any of the CompanyConstituent Corporations, shall be deemed to constitute a breach of this Section 5.04 4.4 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) Upon execution of this Agreement, the Company shall immediately terminate any discussions with any person (other than Purchaser and its representatives) concerning an Acquisition Proposal. The Company shall not not, directly or indirectly, and shall not authorize through any officer, director, financial advisor, attorney, representative, subsidiary or permit any agent of its subsidiaries, nor any of its or any of its subsidiaries' Representatives directly or indirectly tothe Company, (i) take any action to solicit, initiate, knowingly encouragefacilitate, induce continue or facilitate the making, submission or announcement of encourage any Acquisition Proposal, (ii) furnish engage in negotiations or discussions (whether such discussions or negotiations are initiated by the Company, such other person or otherwise) concerning, or provide any non-public information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an relating to, any possible Acquisition Proposal, (iii) engage in discussions or negotiations enter into an agreement with any person with respect to providing for a possible Acquisition Proposal or make any public statement, recommendation or solicitation in support of any possible Acquisition ProposalProposal by any person, in each case other than Purchaser and the Merger Subsidiary, or (iv) approveagree to, endorse or recommend any Acquisition Proposal or (v) enter into any a letter of intent or similar document concerning, or any Contract contemplating or otherwise relating to recommend, any Acquisition TransactionProposal; provided, however, that prior to the adoption of nothing contained in this Agreement by shall prevent the requisite Stockholder ApprovalCompany, this Section 5.04 or its Board of Directors, from (aA) shall not prohibit the Company from furnishing nonpublic non-public information to, or entering into discussions or negotiations with, any person in response to connection with an unsolicited unsolicited, bona fide fide, written Acquisition Proposal that is submitted to the Company by such person (or recommending an unsolicited, bona fide, written Acquisition Proposal by such person to the stockholders of the Company, if and not withdrawn) if only to the extent that (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines in good faith, faith (after having taken into account the advice of its outside consultation with independent financial and legal counsel and Company Financial Advisor, advisors) that such Acquisition Proposal constitutes or is reasonably capable of becoming likely to result in a Superior Proposal, Proposal and the Board of Directors of the Company determines in good faith (3after consultation with independent legal advisors) at least two business days that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law and (2) prior to furnishing any such nonpublic non-public information to, or entering into discussions or negotiations with, such person, the Company gives Parent written notice (x) such Board of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company Directors 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 by or on behalf of the Company and containing provisions with terms no less favorable to the Company and no more favorable to such person than the provisions those terms contained in the Confidentiality Agreementletter agreement dated February 25, 2002 between Purchaser and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 as amended by the Company. The Company shall immediately cease Addendum dated March 2003 between Purchaser and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or (the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)."Nondisclosure

No Solicitation by the Company. (a) The Except as expressly permitted by this Section 6.3, the Company shall not directly or indirectly, and shall not authorize or permit any cause each of its subsidiariesAffiliates and its and their respective officers and directors and shall use reasonable best efforts to cause its and their other employees, nor any of agents, financial advisors, investment bankers, attorneys, accountants and other representatives (collectively, with its or any of its subsidiaries' Representatives directly or indirectly to, directors and officers “Representatives”): (i) solicit, initiate, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal, (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing solicitation, encouragement, discussions or negotiations with any person persons (other than Parent) that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement may be ongoing with respect to a Superior Company Takeover Proposal and (ii) not to, directly or indirectly, (A) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any information in connection with or for the purpose of soliciting, initiating, knowingly encouraging or knowingly facilitating, a Company Takeover Proposal (as hereinafter definedother than (x) solely in response to an unsolicited inquiry, to refer the inquiring person to this Section 6.3 and to limit its communication exclusively to such referral or (y) upon receipt of a bona fide, unsolicited written Company Takeover Proposal from any person that did not result from a breach of this Section 6.3, solely to the extent necessary ascertain facts or any announcement in connection therewith) or enter into an agreement clarify terms with respect to a Superior Company Takeover Proposal concurrently for the Company Board of Directors to be able to have sufficient information to make the determination described in Section 6.3(c)), or (C) approve, adopt, recommend or enter into, or propose to approve, adopt, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with termination pursuant respect to Section 8.01(j)a Company Takeover Proposal. The Company shall not, and shall cause its Affiliates not to, release any third party from, or waive, amend or modify any provision of, or grant permission under, or fail to enforce, any confidentiality obligations with respect to a Company Takeover Proposal or similar matter or any standstill provision in any agreement to which the Company or any of its affiliates is a party, in each case, unless the Company Board of Directors determines in good faith, after consultation with its independent financial advisor and outside legal counsel, that the failure to do so would violate its fiduciary duties under applicable Law.

No Solicitation by the Company. (a) The Company 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 subsidiariesdirectors, nor officers or employees or any of its investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly tothrough another person, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing non-public information), knowingly encourageor take any other action designed to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposal, proposal which constitutes either a Company Takeover Proposal or an Alternative Proposal or (ii) furnish participate in any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with regarding any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Company Takeover Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition TransactionAlternative Proposal; provided, however, that prior to if the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, Special Committee or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines in good faith, after having taken into account consultation with outside counsel, that it is necessary to do so in order to act in a manner consistent with its fiduciary duties to the Company's shareholders under applicable Law, the Company may, in response to any Company Takeover Proposal or Alternative Proposal that was not solicited by it and that does not otherwise result from a breach of this Section 6.13 and, subject to providing prior notice of any such proposal or any such request for non-public information and of its decision to take such action to the Purchasers, (x) furnish information with respect to the Company and it Subsidiaries to any person inquiring about or making a Company Takeover Proposal or Alternative Proposal pursuant to a customary confidentiality agreement (as determined by the Company based on the advice of its outside legal counsel counsel) and (y) participate in discussions or negotiations regarding such Company Financial Advisor, that such Acquisition Takeover Proposal constitutes or is reasonably capable of becoming a Superior Alternative Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, as the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)case may be.

No Solicitation by the Company. (a) The During the Pre-Closing Period, the Company shall not not, directly or indirectly, and shall not not, directly or indirectly, authorize or permit any of its subsidiaries, nor the other Acquired Corporations or any officer or director of any of its the Acquired Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of its subsidiaries' Representatives directly or indirectly the Acquired Corporations to, (i) solicit, initiate, knowingly encourage, induce initiate or facilitate seek the making, submission or announcement of any Company Acquisition Proposal, (ii) furnish any non-public information regarding the Company or any of its subsidiaries the Acquired Corporations to any person Person (other than Parent or Merger Sub) in connection with or in response to an a Company Acquisition Proposal or an inquiry or indication of interest that would reasonably the Company believes in good faith could be expected to lead to an a Company Acquisition Proposal, (iii) engage in discussions or negotiations with any person Person with respect to any Company Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Company Acquisition Proposal Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Company Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) 4.3 shall not prohibit (A) the Company Company, or the Board of Directors of the Company, prior to receipt of the approval of the Company’s stockholders of this Agreement, from furnishing nonpublic information regarding the Acquired Corporations to, or entering into discussions or negotiations with, any person Person in response to an unsolicited unsolicited, bona fide written Company Acquisition Proposal that the Board of Directors of the Company concludes in good faith could reasonably be expected to result in a Company Superior Offer that is submitted to the Company by such person Person (and not withdrawn) if (1) neither none of the Company nor Acquired Corporations or any Representative officer or director of any of the Acquired Corporations shall have violated any of the restrictions set forth in this Section 5.04 4.3 in any material respectconnection with the receipt of such Company Acquisition Proposal, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of consultation with its outside legal counsel and Company Financial Advisorcounsel, that such action with respect to such Company Acquisition Proposal constitutes or is reasonably capable required to comply with the fiduciary duties of becoming a Superior Proposalthe Board of Directors of the Company to the Company 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, the Company gives Parent prompt written notice of the identity of such person and of the Company's ’s intention to furnish nonpublic information to, or enter into discussions with, such personPerson, and the Company receives from such person Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person by or on behalf of the Company and containing with provisions no less favorable to the Company restrictive than the provisions those contained in the Confidentiality Agreement, ; and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to such Person and to Parent at substantially the same time (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, ; or (B) the Company acknowledges and agrees that any violation of or the taking of any action inconsistent from complying with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) 14e-2 promulgated under the Exchange Act (or with regard to any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)Company Acquisition Proposal.

No Solicitation by the Company. (a) The 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 6.02, the Company 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, nor any of its or any of its subsidiaries' Representatives directly or indirectly to, (i) solicit, initiate, initiate or take any action to knowingly encourage, induce facilitate or facilitate knowingly encourage (including by way of furnishing information) the making, submission or announcement of any Company Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information regarding relating to the Company or any of its subsidiaries Subsidiaries or afford access to the business, properties, assets, books or records of the Company 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 the Company knows is seeking to an Acquisition Proposal make, or an inquiry or indication of interest that would reasonably be expected to lead to an has made, a Company Acquisition Proposal, (iii) engage (A) withdraw or qualify, amend or modify in discussions any manner adverse to Parent, the Company Board Recommendation, (B) fail to include the Company 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 to Company Acquisition Proposal (any Acquisition Proposalof the foregoing in this clause (iii), a “Company Adverse Recommendation Change”), or (iv) approvetake any action to make any “moratorium”, endorse “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or recommend “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 Acquisition Proposal or (v) enter into any letter of intent or similar document Third Party or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The Except as expressly permitted by this Section 5.3, the Company shall, shall not directly or indirectlycause each of its Affiliates and its and their respective officers, directors and employees to, and shall not authorize or permit use reasonable best efforts to cause any agents, financial advisors, investment bankers, attorneys, accountants and other representatives of its subsidiaries, nor any of its or any of its subsidiaries' Representatives directly or indirectly to, (i) solicit, initiate, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal, (ii) furnish any information regarding the Company or any of its subsidiaries Affiliates (collectively, “Representatives”) to: (i) immediately cease any ongoing solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to a Company Takeover Proposal, and promptly instruct (to the extent it has contractual authority to do so and has not already done so prior to the date of this Agreement or otherwise request, any person Person that has executed a confidentiality or non-disclosure agreement within the 36-month period prior to the date of this Agreement in connection with any actual or potential Company Takeover Proposal to return or destroy all such information or documents or material incorporating confidential information in response to an Acquisition Proposal the possession of such Person or an inquiry its Representatives and (ii) until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VIII, not, directly or indication indirectly, (A) solicit, initiate or knowingly facilitate or knowingly encourage (including by way of interest furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that would constitutes, or could reasonably be expected to lead to an Acquisition to, a Company Takeover Proposal, (iiiB) engage in, continue or otherwise participate in any discussions or negotiations with any person with respect regarding, or furnish to any Acquisition Proposalother Person any non-public information in connection with or for the purpose of encouraging or facilitating, a Company Takeover Proposal (ivother than, solely in response to an unsolicited inquiry, to refer the inquiring Person to this Section 5.3 and to limit its conversation or other communication exclusively to such referral), or (C) approve, endorse recommend or enter into, or propose to approve, recommend any Acquisition Proposal or (v) enter into into, any letter of intent or similar document document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to a Company Takeover Proposal. Except to the extent necessary to take any actions that the Company or any Contract contemplating or third party would otherwise relating be permitted to any Acquisition Transaction; provided, however, that prior take pursuant to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 5.3 (aand in such case only in accordance with the terms hereof), (i) the Company and its Subsidiaries shall not prohibit release any third party from, or waive, amend or modify any provision of, or grant permission under, (x) any standstill provision in any agreement to which the Company from furnishing nonpublic information or any of its Subsidiaries is a party or (y) any confidentiality provision in any agreement to which the Company or any of its Subsidiaries is a party other than, with respect to this clause (y), any waiver, amendment, modification or permission under a confidentiality provision that does not, and would not be reasonably likely to, facilitate, encourage or entering into discussions with, relate in any person in response way to an unsolicited bona fide Acquisition a Company Takeover Proposal that is submitted to or a potential Company Takeover Proposal and (ii) the Company by such person (shall, and not withdrawn) if (1) neither shall cause its Subsidiaries to, enforce the Company nor any Representative shall have violated any confidentiality and standstill provisions of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such personagreement, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreementshall, and (4) at least two business days prior shall cause its Subsidiaries to, immediately take all steps within their power necessary to furnishing terminate any waiver that may have been heretofore granted, to any Person other than Acquiror or any of Acquiror’s Affiliates, under any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)provisions.

No Solicitation by the Company. (a) The Except as expressly permitted by this Section 5.4, the Company shall, shall cause each of its affiliates and its and their respective officers, directors and employees to, and shall use its reasonable best efforts to cause its and their respective agents, financial advisors, investment bankers, attorneys, accountants and other representatives (a person’s officers, directors, employees, agents, financial advisors, investment bankers, attorneys, accountants and other representatives being collectively its “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 already 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, and shall not authorize or permit any of its subsidiaries, nor any of its or any of its subsidiaries' Representatives directly or indirectly to, (i1) solicit, initiateinitiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, knowingly encourage, induce or facilitate the making, submission or announcement making of any Acquisition proposal or offer that constitutes, or could reasonably be expected to lead to, a Takeover Proposal, (ii2) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any non-public information regarding in connection with or for the purpose of encouraging or facilitating, a Takeover Proposal (other than, solely in response to an unsolicited inquiry, to refer the inquiring person to this Section 5.4 and to limit its conversation or other communication exclusively to such referral), or (3) approve, recommend or enter into, or propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment or agreement in principle (whether written or oral, binding or nonbinding) with respect to a Takeover Proposal (other than (x) an Acceptable Confidentiality Agreement in accordance with Section 5.4(b) or (y) in accordance with Section 7.1(j)). Except to the extent necessary to take any actions that the Company or any third party would otherwise be permitted to take pursuant to this Section 5.4 (and in such case only in accordance with the terms hereof), (A) the Company and its Subsidiaries shall not release any third party from, or waive, amend or modify any provision of, or grant permission under, (x) any standstill provision in any agreement to which the Company or any of its subsidiaries Subsidiaries is a party or (y) any confidentiality provision in any agreement to which the Company or any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposalits Subsidiaries is a party other than, (iii) engage in discussions or negotiations with any person with respect to this clause (y), any Acquisition Proposalconfidentiality provision, (iv) approvethe waiver, endorse amendment, modification or recommend permission of which does not, and would not be reasonably likely to, facilitate, encourage or relate in any Acquisition way to a Takeover Proposal or a potential the Takeover Proposal and (vB) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information shall, and shall cause its Subsidiaries to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by enforce such person (confidentiality and not withdrawn) if (1) neither the Company nor any Representative shall have violated any standstill provisions of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such personagreement, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreementshall, and (4) at least two business days prior shall cause its Subsidiaries to, immediately take all steps within their power necessary to furnishing terminate any waiver that may have been heretofore granted, to any person other than Parent or any of Parent’s affiliates, under any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)provisions.

No Solicitation by the Company. (a) The Company shall not directly or indirectlyExcept as otherwise provided in this Section 4.3, until the earlier of the Effective Time and shall not authorize or permit any the date of its subsidiariestermination of this Agreement, neither the Company, nor any of its Subsidiaries or any of the officers, directors, agents, or representatives of it or its Subsidiaries (including any investment banker, attorney or accountant retained by it or any of its subsidiaries' Representatives directly or indirectly to, Subsidiaries) shall (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourageor take any other action designed to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal which constitutes a Company Takeover Proposal (as defined in this Section 4.3), (ii) furnish participate in any information discussions or negotiations regarding the any Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Takeover Proposal, (iii) engage in discussions enter into any agreement regarding any Company Takeover Proposal or negotiations with any person with respect to any Acquisition Proposal, (iv) approvemake or authorize any statement, endorse recommendation or recommend solicitation in support of any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior Company Takeover Proposal. If and only to the adoption of this Agreement by extent that (i) the requisite Stockholder Approval, this Section 5.04 (a) Company Shareholders Meeting shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respectoccurred, (2ii) the Board of Directors of the Company concludes determines in good faith, after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisorcounsel, that such Acquisition Proposal constitutes or it is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior necessary to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of do so in order to comply with its fiduciary duties to the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the shareholders under applicable law in light of a bona fide Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information Takeover Proposal that has not been previously furnished withdrawn, (iii) such Company Takeover Proposal was not solicited by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges it and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or did not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute otherwise result from a breach of this Section 5.04 by 4.3(a), and (iv) the Company. The Company provides prior written notice to Parent of its decision to take such action, the Company shall immediately cease and cause be permitted to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a(A) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement furnish information with respect to the Company and any of its Subsidiaries to such Person pursuant to a Superior Proposal customary confidentiality agreement, (B) participate in discussions and negotiations with such Person and (C) effect a Change in the Company Recommendation (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(jdefined below).

No Solicitation by the Company. (a) The Company 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 subsidiariesofficers, nor directors, employees, agents or representatives (including, without limitation, any of its investment banker, attorney or accountant retained by it or any of its subsidiaries' Representatives directly or indirectly Subsidiaries) to, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing material non-public information) any inquiry, knowingly 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, the Company (any such proposal, offer or transaction being hereinafter referred to as a "Company Acquisition Proposal, ") or participate or engage in any discussions or negotiations concerning a Company Acquisition Proposal; and (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall 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 nothing contained in this Agreement shall prevent the Company or its Board of Directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Acquisition Proposal, or (B) prior to the Cutoff Date, providing information (pursuant to a confidentiality agreement in reasonably customary form) to or engaging in any negotiations or discussions with any person that relate or entity who has made an unsolicited bona fide Company Acquisition Proposal with respect to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit all the outstanding Company Common Stock or all or substantially all the assets of the Company or that, in the good faith judgment of the Company's Board of Directors from Directors, taking and disclosing into account the likelihood of consummation, after consultation with its financial advisors, is superior to the Company's stockholders Merger (a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j"Company Superior Proposal"), including having if the Board of Directors take such actions as are necessary of the Company, after consultation with its outside legal counsel, determines that the failure to approve or resolve to approve the intention to enter into an agreement do so would be inconsistent with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)its fiduciary obligations.

No Solicitation by the Company. (a) The Neither the Company nor any Company Subsidiary shall (and the Company shall cause the officers, directors, employees, representatives and agents of the Company and each Company Subsidiary or Affiliate of the Company, including, but not limited to, investment bankers, attorneys and accountants (collectively, the "Representatives"), not to), directly or indirectly, knowingly encourage, solicit, participate in (except for immaterial contact not willfully initiated and shall promptly terminated once the prohibited nature of such contact is known) or initiate discussions or negotiations with, or provide any information to, (except for non-material information provided as a result of immaterial contact not authorize willfully initiated and promptly terminated after the prohibited nature of such contact is known), any Person or permit group (other than Parent, any of its subsidiariesAffiliates, nor representatives or agents) concerning any of its or any of its subsidiaries' Representatives directly or indirectly to, (i) solicit, initiate, knowingly encourage, induce or facilitate the making, submission or announcement of any Company Acquisition Proposal, (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest except that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing nothing contained in this Section 5.04 5.9(a) or any other provision hereof shall prohibit the Company Company, its Representatives or the Company's Company Board of Directors from (1) taking and disclosing to the Company's stockholders a position contemplated with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) 14e-2 promulgated under the Exchange Act Act, or (or any similar communications in connection with the making or amendment of a tender offer or exchange offer2) or from making any disclosure required by to the Company's stockholders if, in the good faith judgment of the Board, after consultation with outside counsel, failure to make such disclosures would be contrary to its obligations under applicable law or from taking any action contemplated law, provided that the Company may not, except as permitted by Section 8.01(j5.9(c), including having the Board of Directors take such actions as are necessary withdraw or modify, or propose to approve withdraw or resolve to approve the intention to enter into an agreement modify, its position with respect to the Offer and the Merger. Upon execution of this Agreement, the Company will immediately cease any existing activities, discussions or negotiations with any Persons other than Parent and Acquisition Sub conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing, prior to the acceptance of Shares pursuant to the Offer, the Company or its Representatives may furnish information concerning its business, properties or assets to any Person pursuant to appropriate confidentiality agreements, and may negotiate and participate in discussions and negotiations with such entity or group concerning an Acquisition Proposal if such proposal is a Superior Proposal (as hereinafter defined) (or any announcement not solicited in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)violation of this Agreement.

No Solicitation by the Company. (a) The Company shall not directly immediately cease any discussions or indirectly, negotiations with any parties that may be ongoing with respect to a Takeover Proposal (as hereinafter defined) and shall not seek to have returned to the Company any confidential information that has been provided in any such discussions or negotiations. From the date hereof, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its subsidiariesofficers, nor directors or employees or any of its Affiliate, investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly toindirectly, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing information which has not been previously publicly disseminated), knowingly encourageor take any other action designed to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal which constitutes, (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would may reasonably be expected to lead to an Acquisition Proposalto, any Takeover Proposal or (iiiii) engage participate in any discussions or negotiations with regarding any person with respect to any Acquisition Takeover Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior if, following the receipt of a Superior Proposal (as hereinafter defined) or a proposal which is reasonably expected to lead to a Superior Proposal that in either case was unsolicited and made after the adoption date hereof in circumstances not otherwise involving a breach of this Agreement by the requisite Stockholder ApprovalAgreement, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines in good faith, after having taken into account the advice considering applicable provisions of its state law and after consultation with outside legal counsel and Company Financial Advisorcounsel, that a failure to do so would be inconsistent with its fiduciary duties under applicable law, the Company may, in response to such Acquisition Takeover Proposal constitutes or is reasonably capable of becoming a Superior Proposaland subject to compliance with Section 5.2(c), (3A) at least two business days prior request information from the party making such Takeover Proposal for the sole purpose of the Company Board informing itself about the Takeover Proposal that has been made and the party that made it, (B) furnish information with respect to furnishing the Company to the party making such Takeover Proposal pursuant to a customary confidentiality agreement, provided that (1) such confidentiality agreement may not include any provision calling for an exclusive right to negotiate with the Company and (2) the Company advises Parent of all such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company receives from such person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished delivered to such person by or on behalf of the Company and containing provisions no less favorable concurrently with its delivery to the Company than the provisions contained in the Confidentiality Agreementrequesting party, and (4C) at least two business days prior to furnishing any participate in negotiations with such nonpublic information to party regarding such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent)Takeover Proposal. Without limiting the generality of the foregoing, the Company acknowledges and agrees It is agreed that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative executive officer, director or investment banker, attorney or other advisor or representative of the Company or any of the Company, whether or not such Representative is purporting to act on behalf of the Company, its Subsidiaries shall be deemed to constitute be a breach of this Section 5.04 5.2(a) by the Company. The Company shall immediately cease and cause agrees not to be terminated waive or fail to enforce any existing discussions with provision of any person that relate confidentiality or standstill agreement to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders which it is a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect party relating to a Superior Proposal (as hereinafter defined) (potential or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)actual Takeover Proposal.

No Solicitation by the Company. (a) The From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, the Company shall not not, directly or indirectly, and shall not authorize or permit any of its subsidiariesdirectors, nor any officers, employees, representatives or agents (collectively, the “Company Representatives”, which term shall not include stockholders of its the Company that are not authorized to act on behalf of the Company and that are not also a director, officer or any employee of its subsidiaries' Representatives the Company), to not, directly or indirectly toindirectly, (i) solicit, initiate, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition ProposalProposal (as defined herein), (ii) furnish any information regarding the Company or any of its subsidiaries to any person person, group or entity in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person person, group or entity with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition TransactionTransaction (as defined herein); provided, however, that prior to the adoption approval of this Agreement by the requisite Stockholder Approvalstockholders of the Company, this Section 5.04 (a5.02(a) shall not prohibit the Company from furnishing nonpublic information regarding the Company to, or entering into discussions with, any person person, group or entity in response to an unsolicited bona fide Acquisition a Superior Proposal (as defined herein) that is submitted to the Company by such person person, group or entity (and not withdrawn) if (1w) neither the Company nor any Representative shall of the Company Representatives have violated breached any of the restrictions set forth in terms of this Section 5.04 in any material respect5.02(a), (2x) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisorcounsel, that such Acquisition Proposal constitutes or action is reasonably capable required in order for the Board of becoming a Superior ProposalDirectors of the Company to comply with its fiduciary obligations to the Company’s stockholders under applicable Law, (3y) at least two business days (2) Business Days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, group or entity, the Company gives Parent written notice of the identity of such person person, group or entity and of the Company's ’s intention to furnish nonpublic information to, or enter into discussions with, such person, group or entity, and the Company receives from such person person, group or entity an executed confidentiality agreement on terms substantially similar to these in effect between the Company and Parent containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person person, group or entity by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality AgreementCompany, and (4z) at least two business days one (1) Business Day prior to furnishing any such nonpublic information to such person, group or entity the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees it is understood that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence this Section 5.02(a) by any Company Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute be a breach of this Section 5.04 5.02(a) by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in promptly notify each Company Representative of the Company’s obligations under this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)5.02.

No Solicitation by the Company. (a) The From and after the date of this Agreement, the Company 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 subsidiariesdirectors, nor officers or employees or any of its investment banker, financial advisor, attorney, accountant or other representative (the "REPRESENTATIVES") retained by it or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly tothrough another Person, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing information), knowingly encourage, induce or take any other action designed to facilitate any inquiries of the making, submission or announcement making of any Acquisition Proposal, (ii) furnish any information regarding the proposal that constitutes a Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (vii) enter into participate in any letter discussions or negotiations (including by way of intent or similar document or furnishing information) regarding any Contract contemplating or otherwise relating to any Company Acquisition TransactionProposal; providedPROVIDED, howeverHOWEVER, that if, at any time prior to the adoption date of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information toStockholders Meeting (the "COMPANY APPLICABLE PERIOD"), or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines in good faith, faith (after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisorcounsel), that such Acquisition Proposal constitutes or it is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior required to furnishing any such nonpublic information to, or entering into discussions with, such persondo so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, the Company gives Parent written notice and its Representatives may, in response to the receipt by the Company of the identity of such person and of the Company's intention to furnish nonpublic information toa Company Acquisition Proposal which is, or enter into discussions with, such person, and which in the Company 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 by or on behalf reasonable judgment of the Company Board of Directors is likely to lead to, a Company Superior Proposal which did not result from a breach of this SECTION 7.4(A), and containing provisions PROVIDED that the Person making such Company Acquisition Proposal enters into a customary confidentiality agreement on terms no less favorable to the Company than the provisions those contained in the Confidentiality Agreement, and Agreement (4) at least two business days prior to furnishing any provided that such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has agreement need not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(jinclude standstill provisions), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement (x) furnish information with respect to a Superior the Company and its Subsidiaries to the Person making such Company Acquisition Proposal and (as hereinafter definedy) (participate in discussions or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)negotiations regarding such Company Acquisition Proposal.

No Solicitation by the Company. (a) The Company 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 subsidiariesdirector, nor any of its officer, employee, investment banker, financial advisor, attorney, accountant or other representative (collectively, "Representatives") retained by it or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly tothrough another Person, (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourageor take any other action to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal that constitutes, (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would may reasonably be expected to lead to an Acquisition Proposalto, any Takeover Proposal or (iiiii) engage enter into, continue or otherwise participate in any discussions or negotiations with regarding, or furnish to any person Person any information with respect to to, any Acquisition Takeover Proposal, (iv) approvebut, endorse or recommend if, at any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that time prior to the adoption acceptance for payment of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the shares of Company from furnishing nonpublic information to, or entering into discussions with, any person in response Common Stock pursuant to an unsolicited bona fide Acquisition Proposal that is submitted and subject to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any conditions of the restrictions set forth in this Section 5.04 in any material respectOffer (the "Specified Date"), (2) a majority of the Board members of Directors the board of directors of the Company concludes determine in good faith, faith (after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisor, counsel) that such Acquisition Proposal constitutes or is reasonably capable of becoming failure to do so would be a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice breach of the identity of such person and fiduciary duties of the Company's intention board of directors to furnish nonpublic information tothe Company's stockholders under applicable law, or enter into discussions with, such person, and the Company receives from such person an executed confidentiality agreement containing customary limitations on may, in response to a Takeover Proposal that a majority of the use and disclosure members of all nonpublic written and oral information furnished to such person by or on behalf the board of directors of the Company determine in good faith is or is reasonably likely to result in a Superior Proposal and containing provisions no less favorable which Takeover Proposal was not solicited by it in breach of this Section 5.3 or which did not otherwise result from a breach of this Section 5.3, and subject to providing prior written notice of its decision to take such action to the Parent and compliance with Section 5.3(c), (x) furnish information with respect to the Company and its Subsidiaries to any Person making such Takeover Proposal pursuant to a customary confidentiality agreement (but if such confidentiality agreement contains provisions that are less restrictive than the provisions comparable provision in, or omits restrictive provisions, contained in the Confidentiality Agreement, dated September 2, 2003 between the Parent and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by "Confidentiality Agreement"), then the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, Confidentiality Agreement shall be deemed amended to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease contain only such less restrictive provisions or to omit such restrictive provisions as applicable) and cause to be terminated any existing (y) participate in discussions with any person that relate to any Acquisition or negotiations regarding such Takeover Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The the Company 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 subsidiariesdirectors, nor officers or employees or any of its investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly tothrough another person, (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourageor take any other action to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal that constitutes, (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would may reasonably be expected to lead to an Acquisition Proposalto, any Takeover Proposal (iiias defined below) engage or (ii) participate in any discussions or negotiations with regarding any person with respect to any Acquisition Takeover Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that if, at any time prior to the adoption date of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information toStockholders Meeting (the "Applicable Period"), or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines in good faith, after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisorcounsel, that such Acquisition Proposal constitutes or it is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior necessary to furnishing any such nonpublic information to, or entering into discussions with, such persondo so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, the Company gives Parent written notice of the identity of such person and of the Company's intention its representatives may, in response to furnish nonpublic information to, a Superior Proposal which was not solicited by it or enter into discussions with, such person, and the Company receives which did not otherwise result 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 5.2(a), and subject to providing prior written notice of its decision to take such action to Lucent and compliance with Section 5.2(c), (x) furnish information with respect to the Company and its Subsidiaries to any person making a Superior Proposal pursuant to a customary confidentiality agreement (as determined by the CompanyCompany after consultation with its outside counsel) and (y) participate in discussions or negotiations regarding such Superior Proposal. The Company shall immediately cease and cause to be terminated For purposes of this Agreement, "Takeover Proposal" means any existing discussions with inquiry, proposal or offer from any person that relate relating to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit direct or indirect acquisition or purchase of 15% or more of the assets of the Company and its Subsidiaries, taken as a whole, or 15% or more of any class or series of equity securities of the Company or the Company's Board any of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or its Subsidiaries, any similar communications in connection with the making or amendment of a tender offer or exchange offer) offer that if consummated would result in any person beneficially owning 15% or from making more of any disclosure required by applicable law class or from taking series of equity securities of the Company or any action of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)this Agreement.

No Solicitation by the Company. (a) The Company 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 subsidiariesofficers, nor directors, employees, agents or representatives (including, without limitation, any of its investment banker, attorney or accountant retained by it or any of its subsidiaries' Representatives 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), knowingly encourageor take any action designed to facilitate, induce directly or facilitate the makingindirectly, submission any inquiry, proposal or announcement of offer (including, without limitation, any Acquisition Proposal, (iiproposal or offer to its stockholders) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposala tender or exchange offer, (iv) approvemerger, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent consolidation, business combination, purchase or similar document transaction or any Contract contemplating series of transactions (other than the transactions contemplated by this Agreement) involving, individually or otherwise relating to any Acquisition Transaction; providedin the aggregate, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, 15% or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any more of the restrictions set forth in this Section 5.04 in any material respectassets, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes net revenues or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf net income of the Company and containing provisions no less favorable to its Subsidiaries on a consolidated basis or 15% or more of any class of capital stock of the Company than the provisions contained (any such proposal, offer or transaction being hereinafter referred to as a "Company Acquisition Proposal") or cooperate with or assist, participate or engage in the Confidentiality Agreement, any discussions or negotiations concerning a Company Acquisition Proposal; and (4ii) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall it will immediately cease and cause to be terminated any existing discussions negotiations with any person that relate parties conducted heretofore with respect to any Acquisition Proposal. Nothing of the foregoing; provided that nothing contained in this Section 5.04 Agreement shall prohibit prevent the Company or the Company's its Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a(A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Acquisition Proposal or (or any similar communications in connection with B) prior to the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(jCutoff Date (as defined herein), including having providing information (pursuant to a confidentiality and standstill agreement in reasonably customary form with terms at least as favorable to the Company as the Confidentiality and Standstill Agreement dated April 24, 2000, between Parent and the Company (the "Confidentiality and Standstill Agreement") and which does not contain terms that prevent the Company from complying with its obligations under this Section 7.2) to or engaging in any negotiations or discussions with any person or entity who has made an unsolicited bona fide written Company Acquisition Proposal with respect to all the outstanding capital stock of the Company or all or substantially all the assets of the Company that, in the good faith judgment of the Board of Directors take such actions as are necessary of the Company, 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 promptly provided to approve or resolve Parent, is superior to approve the intention Merger (a "Company Superior Proposal"), to enter into an agreement the extent the Board of Directors of the Company, after consultation with respect its outside legal counsel, determines that the failure to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement do so would be inconsistent with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)its fiduciary obligations.

No Solicitation by the Company. (a) The Company shall not directly or indirectlyExcept as otherwise provided in this Section 4.3, until the earlier of the Effective Time and shall not authorize or permit any the date of its subsidiariestermination of this Agreement, neither the Company, nor any of its subsidiaries or any of the officers, directors, stockholders, agents, representatives or affiliates of it or its subsidiaries (including any investment banker, attorney or accountant retained by it or any of its subsidiaries' Representatives directly or indirectly to, ) shall (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourageor take any other action designed to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal which constitutes a Company Takeover Proposal (as defined below), (ii) furnish participate in any information discussions or negotiations regarding the any Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Takeover Proposal, (iii) engage in discussions enter into any agreement regarding any Company Takeover Proposal or negotiations with any person with respect to any Acquisition Proposal, (iv) approvemake or authorize any statement, endorse recommendation or recommend solicitation in support of any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior Company Takeover Proposal. If and only to the adoption of this Agreement by extent that (i) the requisite Stockholder Approval, this Section 5.04 (a) Company Stockholders Meeting shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respectoccurred, (2ii) the Board of Directors of the Company concludes determines in good faith, after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisorcounsel, that such Acquisition Proposal constitutes or it is reasonably capable of becoming necessary to do so in order to act in a Superior Proposal, (3) at least two business days prior manner consistent with its fiduciary duties to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information tostockholders under applicable law, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4iii) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company's Board of Directors concludes in good faith that such Company Takeover Proposal constitutes a Company Superior Proposal (as defined below), whether or (iv) such Company Takeover Proposal was not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute solicited by it and did not otherwise result from a breach of this Section 5.04 by 4.3(a), and (v) the Company provides prior written notice to Parent of its decision to take such action, the Company shall be permitted to (A) furnish information with respect to the Company and any of its subsidiaries to such person pursuant to a customary confidentiality agreement, (B) participate in discussions and negotiations with such person, (C) subject to first complying with the provisions of Section 5.8(b) hereof, enter into a Company Acquisition Agreement and (D) effect a Change in the Company Recommendation (as defined below); provided, that at least three business days prior to taking any actions set forth in clause (C) or (D) above, the Company's Board of Directors provides Parent written notice advising Parent that the Company's Board of Directors is prepared to conclude that such Company Takeover Proposal constitutes a Company Superior Proposal and during such three business day period the Company and its advisors shall have negotiated in good faith with Parent to make adjustments in the terms and conditions of this Agreement such that such Company Takeover Proposal would no longer constitute a Company Superior Proposal and the Company's Board of Directors concludes in good faith that such Company Takeover Proposal is reasonably likely to result in a Company Superior Proposal. The Company Company, its subsidiaries and their representatives immediately shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement parties with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).Company Takeover Proposal. For purposes of this Agreement, "Company Takeover Proposal"

No Solicitation by the Company. (a) The Company shall not directly or indirectlynot, and nor shall not it permit any other Acquired Company to, nor shall it authorize or permit any of its subsidiariesdirectors, nor officers or employees or any of its investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly tothrough another person, (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourageor take any other action to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal that constitutes, (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would may reasonably be expected to lead to an Acquisition Proposalto, any Takeover Proposal (iiias defined below) engage or (ii) participate in any discussions or negotiations with regarding any person with respect to any Acquisition Takeover Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that if, at any time prior to the adoption date of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information toShareholders Meeting (the "APPLICABLE PERIOD"), or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines in good faith, after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisorcounsel, that such Acquisition Proposal constitutes or it is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior necessary to furnishing any such nonpublic information to, or entering into discussions with, such persondo so in order to comply with its fiduciary duties to the Company's shareholders under applicable law, the Company gives Parent written notice of the identity of such person and of the Company's intention its representatives may, in response to furnish nonpublic information to, a Superior Proposal which was not solicited by it or enter into discussions with, such person, and the Company receives which did not otherwise result 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j5.7(a), including having the Board and subject to providing prior written notice of Directors its decision to take such actions as are necessary action to approve or resolve to approve the intention to enter into an agreement Stryker and compliance with Section 5.7(c), (x) furnish information with respect to the Company and its Subsidiaries to any person making a Superior Proposal pursuant to a customary confidentiality agreement (as hereinafter defineddetermined by the Company after consultation with its outside counsel) and (y) participate in discussions or any announcement in connection therewith) or enter into an agreement with respect to a negotiations regarding such Superior Proposal concurrently with termination pursuant to Section 8.01(j).Proposal. For purposes of this Agreement, "

No Solicitation by the Company. (a) The Company and the Company Subsidiary and each of their respective affiliates, directors, officers, employees, agents and representatives (including without limitation any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries) shall not directly immediately cease any discussions or indirectlynegotiations with any other parties that may be ongoing with respect to the possibility or consideration of any Company Takeover Proposal (as defined below). From the date of this Agreement through the Effective Time, and the Company shall not not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any of its or its subsidiaries' directors, nor officers or employees or any of its investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries' Representatives subsidiaries to, directly or indirectly tothrough another person, (i) solicit, initiateinitiate or encourage (including by way of furnishing information or assistance), knowingly encourageor take any other action designed to facilitate or that is likely to result in, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal which constitutes, or is reasonably likely to lead to, any Company Takeover Proposal (as defined below), (ii) furnish enter into any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person agreement with respect to any Acquisition proposal for a Company Takeover Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (viii) enter into participate in any letter of intent discussions or similar document or negotiations regarding any Contract contemplating or otherwise relating to any Acquisition TransactionCompany Takeover Proposal; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approvalif, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information toat any time, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines in good faith, after having taken into account consultation with outside counsel, that it would be inconsistent with the Board's fiduciary duties to the Company and its stockholders or otherwise breach or violate applicable law (based on the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such personcounsel), the Company gives Parent may, in response to a bona fide, written Company Takeover Proposal not solicited in violation of this Section 4.02(a) that the Board of Directors of the Company believes in good faith would result in a Company Superior Proposal (as defined in Section 4.02(b)), subject to providing 48 hour prior written notice of its decision to take such action to Parent and identifying the identity person making the proposal and all the material terms and conditions of such proposal (the "Company Notice") and compliance with Section 4.02(c), following delivery of the Company Notice (i) furnish information with respect to the Company to any person making such a Company Takeover Proposal pursuant to a customary confidentiality agreement (as determined by the Company after consultation with its outside counsel) on terms no more favorable to such person than the terms contained in the Confidentiality Agreement between Company and Parent (provided that such confidentiality agreement may omit a standstill provision if the Company Notice contains a release of Parent from any standstill obligation, if such standstill provision has not previously been released), and (ii) participate in discussions or negotiations regarding such a Company Takeover Proposal. Any violation of the foregoing restrictions by any of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Companyrepresentatives, whether or not such Representative representative is so authorized and whether or not such representative is purporting to act on behalf of the CompanyCompany or otherwise, shall be deemed to constitute be a breach of this Section 5.04 Agreement by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in For purposes of this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j)Agreement, including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)."

No Solicitation by the Company. (a) The Company shall not directly or indirectlyExcept as otherwise provided in this Section 4.3, until the earlier of the Effective Time and shall not authorize or permit any the date of its subsidiariestermination of this Agreement, neither the Company, nor any of its subsidiaries or any of the officers, directors, stockholders, agents, representatives or affiliates of it or its subsidiaries (including any investment banker, attorney or accountant retained by it or any of its subsidiaries' Representatives directly or indirectly to, ) shall (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourageor take any other action designed to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal which constitutes a Company Takeover Proposal (as defined below), (ii) furnish participate in any information discussions or negotiations regarding the any Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Takeover Proposal, (iii) engage in discussions enter into any agreement regarding any Company Takeover Proposal or negotiations with any person with respect to any Acquisition Proposal, (iv) approvemake or authorize any statement, endorse recommendation or recommend solicitation in support of any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior Company Takeover Proposal. If and only to the adoption of this Agreement by extent that (i) the requisite Stockholder Approval, this Section 5.04 (a) Company Stockholders Meeting shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respectoccurred, (2ii) the Board of Directors of the Company concludes determines in good faith, after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisorcounsel, that such Acquisition Proposal constitutes or it is reasonably capable of becoming necessary to do so in order to act in a Superior Proposal, (3) at least two business days prior manner consistent with its fiduciary duties to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information tostockholders under applicable law, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4iii) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company's Board of Directors concludes in good faith that such Company Takeover Proposal constitutes a Company Superior Proposal (as defined below), whether or (iv) such Company Takeover Proposal was not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute solicited by it and did not otherwise result from a breach of this Section 5.04 by 4.3(a), and (v) the Company provides prior written notice to Parent of its decision to take such action, the Company shall be permitted to (A) furnish information with respect to the Company and any of its subsidiaries to such person pursuant to a customary confidentiality agreement, (B) participate in discussions and negotiations with such person, (C) subject to first complying with the provisions of Section 5.8(b) hereof, enter into a Company Acquisition Agreement and (D) effect a Change in the Company Recommendation (as defined below); provided, that at least three business days prior to taking any actions set forth in clause (C) or (D) above, the Company's Board of Directors provides Parent written notice advising Parent that the Company's Board of Directors is prepared to conclude that such Company Takeover Proposal constitutes a Company Superior Proposal and during such three business day period the Company and its advisors shall have negotiated in good faith with Parent to make adjustments in the terms and conditions of this Agreement such that such Company Takeover Proposal would no longer constitute a Company Superior Proposal and the Company's Board of Directors concludes in good faith that such Company Takeover Proposal is reasonably likely to result in a Company Superior Proposal. The Company Company, its subsidiaries and their representatives immediately shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement parties with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)Company Takeover Proposal.

No Solicitation by the Company. (a) The Company shall not not, directly or indirectly, and shall ensure that each of the other Acquired Companies do not, and shall use its reasonable best efforts to cause its and their respective Representatives not authorize or permit any of its subsidiariesto, nor any of its or any of its subsidiaries' Representatives directly or indirectly to, (other than with respect to Parent and Merger Sub and their Representatives): (i) solicit, initiate, knowingly encourage, knowingly induce or knowingly facilitate the making, submission or announcement of any Company Acquisition ProposalProposal or Company Acquisition Inquiry (including by approving any transaction, or approving any Person (other than Parent and its Affiliates) becoming an “interested stockholder,” for purposes of Section 203 of the DGCL); (ii) furnish or otherwise provide access to any information regarding the Company or any of its subsidiaries the Acquired Companies to any person in connection with or Person in response to an a Company Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Company Acquisition Proposal, Inquiry; (iii) engage in discussions or negotiations with any person Person with respect to any Company Acquisition Proposal, ; (iv) approve, endorse or recommend any Company Acquisition Proposal or Proposal; (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any 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 adoption of this Agreement by the requisite Required Company Stockholder ApprovalVote, this Section 5.04 (a4.3(a) shall not prohibit the Company from furnishing nonpublic information regarding the Acquired Companies to, or entering into discussions or negotiations with, any person Person in response to an unsolicited bona fide a Company Acquisition Proposal that is submitted to the Company by such person Person (and has not been withdrawn) if (1A) neither none of the Company nor Acquired Companies or any Representative of their respective Representatives shall have violated materially breached any of the restrictions provisions set forth in this Section 5.04 in any material respect4.3, (2B) the Board board of Directors directors of the Company determines in good faith, after having taken into account the advice of an independent financial advisor of nationally recognized reputation and the Company’s outside legal counsel, that such Company Acquisition Proposal constitutes or could reasonably be expected to lead to a Company Superior Offer, (C) the board of directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisorcounsel, that the failure to take such Acquisition Proposal constitutes or is action would reasonably capable of becoming a Superior Proposalbe expected to be inconsistent with its fiduciary obligations to the Company’s stockholders under applicable law, (3D) at least two business days 24 hours prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such personPerson, the Company (1) gives Parent written notice of the identity of such person Person and of the Company's ’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such personPerson, and the Company (2) receives from such person Person, and delivers to Parent 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 Person by or on behalf of the Acquired Companies, “standstill” provisions no less favorable to the Company than the “standstill” provisions contained in the Confidentiality Agreement and containing other provisions no less favorable to the Company than the provisions contained in of the Confidentiality AgreementAgreement (it being understood that, for purposes of this clause “(D)(2)” only, the amendment to the Confidentiality Agreement referred to in Section 4.1(c) shall be disregarded), and (4) at least two business days prior to furnishing any such nonpublic information to such person, which shall permit the Company to comply with the terms of Section 4.3(b) and (3) furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking action taken by any Representative of any action inconsistent with Acquired Company acting or purporting to act on behalf of any of the restrictions Acquired Companies which, if taken by the Company, would constitute a breach of any of the provisions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 4.3 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The Company shall not directly or indirectlyTakeover Proposal. From and after the date of this Agreement, the Company shall, and shall not authorize or permit cause the Company Subsidiaries to, and it shall use its reasonable best efforts to cause any of its subsidiariesand their officers, nor any of its or any of its subsidiaries' Representatives directly or indirectly todirectors, (i) solicitemployees, initiatefinancial advisors, knowingly encourageattorneys, induce or facilitate the makingaccountants and other advisors, submission or announcement of any Acquisition Proposalinvestment bankers, (ii) furnish any information regarding representatives and agents retained by the Company or any of its subsidiaries the Company Subsidiaries (collectively, "COMPANY REPRESENTATIVES") to, immediately cease and cause to be terminated immediately all existing activities, discussions and negotiations with any person in connection parties conducted heretofore with respect to, or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to, any Company Takeover Proposal. From and after the date of this Agreement, the Company shall not, nor shall it permit any of the Company Subsidiaries to, and it shall use its reasonable best efforts to an Acquisition cause any of the Company Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage the making of a Company Takeover Proposal, (iiiii) engage in discussions enter into any agreement, arrangement or negotiations with any person understanding with respect to any Acquisition Proposal, Company Takeover Proposal (ivother than a confidentiality agreement entered into in accordance with the provisions of this Section 4.2(a)) approve, endorse or recommend any Acquisition Proposal or (viii) enter into other than informing persons of the existence of the provisions contained in this Section 4.2, participate in any letter of intent discussions or similar document negotiations regarding, or any Contract contemplating furnish or otherwise relating disclose to any Acquisition Transactionperson (other than a party to this Agreement) any non-public information with respect to the Company in connection with any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Company Takeover Proposal; provided, however, that that, at any time prior to obtaining the adoption of this Agreement by the requisite Company Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Company Takeover Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines in good faith, faith (after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisor, that such Acquisition Proposal a financial advisor of nationally recognized reputation) constitutes or is would reasonably capable of becoming be expected to lead to a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, and which Company Takeover Proposal was made after the Company gives Parent written notice of the identity of such person date hereof and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company receives did not otherwise result 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit 4.2, the Company or the Company's Board of Directors from taking and disclosing may, subject to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection compliance with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j4.2(a), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement (i) furnish information with respect to a Superior the Company Entities to the person making such Company Takeover Proposal (as hereinafter definedand its representatives) (or any announcement in connection therewith) or enter into an agreement with respect pursuant to a Superior customary confidentiality agreement not less restrictive of such person than the Confidentiality Agreement; provided, however, that all such information is, in substance, provided to Parent contemporaneously as it is provided to such person, and (ii) participate in discussions or negotiations with the person making such Company Takeover Proposal concurrently with termination pursuant to Section 8.01(j)(and its representatives) regarding such Company Takeover Proposal.

No Solicitation by the Company. (a) The Company 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 subsidiariesdirectors, nor officers or employees or any of its investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly tothrough another person, (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourageor take any other action designed to facilitate or induce, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposal, proposal that constitutes any Company Takeover Proposal or (ii) furnish participate in any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with regarding any person with respect to any Acquisition Company Takeover Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that, if at any time, the Board of Directors of Company determines in good faith, after consultation with outside counsel, that prior it is necessary to do so in order to act in a manner consistent with its fiduciary duties to the adoption of this Agreement by the requisite Stockholder ApprovalCompany's stockholders under applicable law, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information tomay, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition a Company Superior Proposal, or a Company Takeover Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and faith that there is a reasonable likelihood that such Company Financial AdvisorTakeover Proposal could result in a Company Superior Proposal (a "Probable Company Superior Proposal"), that such Acquisition Proposal constitutes was not solicited by it or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company receives that did not otherwise result 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 7.3(a) and subject to providing prior written notice of its decision to take such action to Parent and compliance with Section 7.3(c), (x) furnish the same information with respect to Company and its Subsidiaries as was previously furnished to Parent, as revised or updated to reflect any changes or additions to such information (provided that such revised information is contemporaneously furnished to Parent to the extent it had not been previously so furnished), to any person making a Company Superior Proposal or a Probable Company Superior Proposal pursuant to a customary confidentiality agreement (as determined by Company after consultation with its outside counsel) that is no less restrictive in any material respect than the CompanyConfidentiality Agreement and (y) participate in discussions or negotiations regarding such Company Superior Proposal or Probable Company Superior Proposal. For purposes of this Agreement, "Company 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 constitutes 15% or more of the net revenues, net income or the assets of the Company and its Subsidiaries, taken as a whole, (x) direct or indirect acquisition or purchase of 15% or more of any class of equity securities of the Company or of 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 the Company and its Subsidiaries, taken as a whole, (y) tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of equity securities of Company or 50% 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 the Company and its Subsidiaries, taken as a whole, or (z) merger, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries whose business constitutes 15% or more of the net revenues, net income or assets of Company and its Subsidiaries, taken as a whole, other than the transactions contemplated by this Agreement. The Company shall immediately cease terminate, and shall cause its Subsidiaries and its and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, or other representatives to be terminated any existing immediately terminate, all discussions or negotiations, if any, with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement third party with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)Company Takeover Proposal.

No Solicitation by the Company. (a) The Except as expressly permitted by this Section 5.4, the Company shall not directly or indirectlyand shall cause each of its controlled Affiliates and its and their respective officers, directors, employees, and shall not authorize or permit any of use reasonable best efforts to cause its subsidiariesfinancial advisors, nor any of its or any of its subsidiaries' Representatives directly or indirectly toinvestment bankers, attorneys, accountants and other representatives acting on the Company’s behalf: (i) solicit, initiate, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal, (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing solicitation, knowing encouragement, discussions or negotiations with any person persons (other than Parent and Parent’s Affiliates and its and their respective Representatives) that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement may be ongoing with respect to a Superior Company Takeover Proposal and (ii) not to, directly or indirectly, (A) solicit, initiate or knowingly encourage or knowingly facilitate any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any information in connection with or for the purpose of encouraging or facilitating a Company Takeover Proposal (as hereinafter definedother than, in response to an unsolicited inquiry, to refer the inquiring person to this Section 5.4 and limiting its communication exclusively to such referral), or (C) (or any announcement in connection therewith) approve, adopt, recommend or enter into an into, or propose to approve, adopt, recommend or enter into, any letter of intent, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to a Superior Company Takeover Proposal. The Company shall not, and shall cause its Affiliates not to, release any third party from, or waive, amend or modify any provision of, or grant permission under, or fail to enforce, any standstill provision in any agreement to which the Company or any of its Affiliates is a party; provided that, if the Company Board of Directors determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action would be inconsistent with the Company Board of Directors’ fiduciary duties under applicable Laws, the Company may waive any such standstill provision applicable to any such persons to the extent necessary to permit a third party to make a confidential Company Takeover Proposal concurrently to the Company Board of Directors; provided that the Company promptly informs Parent that it is taking such action and the identity of the party or parties with termination pursuant respect to Section 8.01(j)which it is taking such action.

No Solicitation by the Company. (a) The From the date of this Agreement until the Effective Time, the Company shall not directly or indirectlynot, and shall cause its Subsidiaries and its and their respective Representatives not authorize or permit any of to, and shall use its subsidiariesreasonable best efforts to ensure that their respective Affiliates and Representatives thereof do not, nor any of its or any of its subsidiaries' Representatives directly or indirectly tothrough another Person, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing information), knowingly encourageor take any other action designed to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) furnish enter into, continue or otherwise participate in any discussions or negotiations with, or disclose or provide any non-public information regarding or data relating to the Company or the Company Subsidiaries to, or otherwise afford access to the properties, books or records of the Company or the Company Subsidiaries to, any of its subsidiaries Third Party or any Representatives thereof with respect to any person Acquisition Proposal or (iii) enter into any agreement or agreement in connection principle with or in response any Third Party with respect to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Company Alternative Transaction; provided, however, that that, at any time prior to obtaining the adoption of this Agreement by the requisite Company Stockholder Approval, the Company and its Representatives may take any action described in clause (ii) of this Section 5.04 subsection (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited any Person that has made a bona fide unsolicited written Acquisition Proposal that is submitted to after the Company by date hereof if, but only if, (A) such person (and written Acquisition Proposal did not withdrawn) if (1) neither the Company nor any Representative shall have violated any result from a breach of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, 6.4 and the Company receives from has fully complied with its obligations under this Section 6.4, (B) such person an executed Third Party has entered into a confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person by or on behalf of with the Company and containing provisions on terms that are no less favorable to the Company than the provisions contained in the Confidentiality Agreement, (C) the Company Independent Committee or the Board of Directors of the Company (as applicable) has reasonably determined in good faith, after consultation with outside legal counsel, that the failure to take any such action would be inconsistent with its fiduciary duties to the Company's stockholders under applicable Law and (4D) at least two business days prior to furnishing to, or substantially concurrent with, disclosing or providing any such nonpublic information to such personnon-public information, the Company furnishes such nonpublic information to Parent shall (to the extent such nonpublic information it has not been previously furnished by the Company already done so) disclose or provide all such information to Parent). Without limiting the generality Upon execution of the foregoingthis Agreement, the Company acknowledges shall, and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Companyshall cause its Representatives, whether or not such Representative is purporting and shall use its reasonable best efforts to act on behalf of the Companycause its and their Affiliates and their respective Representatives, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall to, cease immediately cease and cause to be terminated any and all existing discussions discussions, conversations, negotiations and other communications with any person Persons conducted heretofore with respect to, or that relate could reasonably be expected to any lead to, an Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The Neither the Company shall not directly or indirectly, and shall not authorize or permit any of its subsidiaries, nor any of its Subsidiaries nor any of the officers and directors of any of them shall, and the Company shall direct and use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives, including any investment banker, attorney or accountant retained by it or any of its subsidiaries' Representatives Subsidiaries (the Company, its Subsidiaries and their respective officers, directors, employees, agents and representatives being the "Company Representatives") not to, directly or indirectly tothrough another Person, (i) initiate, solicit, initiate, encourage or otherwise knowingly encourage, induce facilitate any inquiries (by way of furnishing information or facilitate otherwise) or the making, submission or announcement making of any Acquisition Proposalinquiry, (ii) furnish proposal or offer from any information regarding the Company or any of its subsidiaries to any person in connection with or in response to Person which constitutes an Acquisition Proposal (or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, ) or (iiiii) engage participate in any discussions or negotiations with any person with respect to any regarding an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption Company's Board of this Agreement by the requisite Stockholder ApprovalDirectors may, this Section 5.04 (a) shall not prohibit or may authorize the Company from furnishing nonpublic information Representatives to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or faith is reasonably capable of becoming a an Incipient Superior Proposal, (3x) at least two business days furnish information with respect to the Company and its Subsidiaries to any Person making such Acquisition Proposal pursuant to a customary confidentiality agreement and (y) participate in discussions or negotiations regarding such Acquisition Proposal, provided that, prior to furnishing taking any such nonpublic information to, or entering into discussions with, such personaction, the Company gives Parent written provides reasonable advance notice of the identity of to DCNA that it is taking such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent)action. Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach For purposes of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Agreement "Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company " means any direct or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j)indirect inquiry, including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).proposal or

No Solicitation by the Company. (a) The Company shall not directly or indirectlynot, and nor shall not it permit any Company Subsidiary to, nor shall it authorize or knowingly permit any of its subsidiariesofficer, nor any of its director or employee of, or any of its subsidiaries' Representatives directly investment banker, attorney or indirectly other advisor or representative of, the Company or any Company Subsidiary to, (i) directly or indirectly solicit, initiateinitiate or encourage the submission of, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition ProposalCompany Takeover Proposal (as defined in Section 5.02(f)), (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish any information regarding the Company or any of its subsidiaries to any person in connection any information with respect to, or in response take any other action to an Acquisition Proposal facilitate any inquiries or an inquiry the making of any proposal that constitutes, or indication of interest that would may reasonably be expected to lead to an Acquisition to, any Company Takeover Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to receipt of the adoption Company Shareholder Approval (the "Company Applicable Period"), if the Company receives a proposal or offer that was not solicited by the Company and that did not otherwise result from a breach or deemed breach of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a5.02(a) shall not prohibit and that the Company from furnishing nonpublic Board believes in good faith could result in a third party making a Company Superior Proposal (as defined in Section 5.02(b)), and subject to compliance with Section 5.02(c), the Company may (A) furnish information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted with respect to the Company by to the person making such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes a proposal or is reasonably capable of becoming offer pursuant to a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company receives from such person an executed customary confidentiality agreement containing customary limitations on the use and disclosure terms of all nonpublic written and oral information furnished to such person by or on behalf of the Company and containing provisions which shall be no less favorable to the Company than the provisions contained in terms of the Confidentiality Agreement, Agreement (as defined in Section 6.02) and (4B) at least two business days prior to furnishing any participate in discussions or negotiations with such nonpublic information to person regarding such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent)proposal or offer. Without limiting the generality of the foregoing, the Company acknowledges and agrees it is agreed that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any executive officer of the CompanyCompany or any Company Subsidiary or any affiliate, whether director or not such Representative is purporting to act on behalf investment banker, attorney or other advisor or representative of the CompanyCompany or any Company Subsidiary, shall be deemed to constitute be a breach of this Section 5.04 5.02(a) by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The Company shall not directly or indirectlyExcept as otherwise provided in this Section 4.02, until the earlier of the Effective Time and shall not authorize or permit any the date of its subsidiariestermination of this Agreement, neither the Company, nor any of its subsidiaries or any of the officers, directors, agents, representatives or affiliates of it or its subsidiaries (including any investment banker, attorney or accountant retained by it or any of its subsidiaries' Representatives directly or indirectly to, ) shall (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourageor take any other action to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal regarding a Company Takeover Proposal (as defined below), (ii) furnish participate in any information discussions or negotiations regarding the any Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Takeover Proposal, (iii) engage in discussions enter into any agreement regarding any Company Takeover Proposal or negotiations with any person with respect to any Acquisition Proposal, (iv) approvemake or authorize any statement, endorse recommendation or recommend solicitation in support of any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior Company Takeover Proposal. If and only to the adoption of this Agreement by extent that (i) the requisite Stockholder Approval, this Section 5.04 (a) Company Stockholders Meeting shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respectoccurred, (2ii) the Board of Directors of the Company concludes determines in good faith, after having taken into account consultation with outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to the advice Company's stockholders under applicable law, (iii) the Company's Board of Directors concludes in good faith that such Company Takeover Proposal would reasonably likely result in a Company Superior Proposal (as defined below), (iv) such Company Takeover Proposal was not solicited by it after the date hereof or did not otherwise result from a breach of this Section 4.02(a), and (v) the Company provides prior written notice to Parent of its outside legal counsel and Company Financial Advisor, that decision to take such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such personaction, the Company gives Parent written notice of the identity of such person and of the Company's intention shall be permitted to (A) furnish nonpublic information to, or enter into discussions with, such person, and with respect to the Company receives from such person an executed confidentiality agreement containing customary limitations on the use and disclosure any of all nonpublic written and oral information furnished its subsidiaries to such person by or on behalf of the Company and containing provisions pursuant to a customary confidentiality agreement no less favorable to the Company than the Confidentiality Agreement (as defined in Section 5.02) and which shall, if such furnished information includes detailed information as to contractual terms with, or production levels of, individual brokers of the Company and its subsidiaries, include customary non-solicitation and non-hire provisions contained effective for a period of not less than three months from execution of such agreement, (B) participate in discussions and negotiations with such person, (C) subject to first complying with the provisions of Section 5.06 hereof, enter into a Company Acquisition Agreement (as defined below) and (D) effect a Change in the Confidentiality AgreementCompany Recommendation (as defined below); provided, and (4) that at least two three business days prior to furnishing taking any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions actions set forth in the preceding sentence by any Representative of any of clause (C) or (D) above, the Company, whether or not such Representative is purporting to act on behalf 's Board of Directors provides Parent written notice advising Parent that the Company, 's Board of Directors is prepared to conclude that such Company Takeover Proposal constitutes a Company Superior Proposal and during such three business day period the Company and its advisors shall be deemed have negotiated in good faith with Parent to make adjustments in the terms and conditions of this Agreement such that such Company Takeover Proposal would no longer constitute a breach of this Section 5.04 by Company Superior Proposal and the Company's Board of Directors fully considers any such adjustment and nonetheless concludes in good faith that such Company Takeover Proposal constitutes a Company Superior Proposal. The Company Company, its subsidiaries and their representatives immediately shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement parties with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)Company Takeover Proposal.

No Solicitation by the Company. (a) The Company 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 subsidiariesdirectors, nor officers or employees or any of its investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly tothrough another person, (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourageor take any other action designed to facilitate or induce, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposal, proposal that constitutes any Company Takeover Proposal or (ii) furnish participate in any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with regarding any person with respect to any Acquisition Company Takeover Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that, if at any time, the Board of Directors of Company determines in good faith, after consultation with outside counsel, that prior it is necessary to do so in order to act in a manner consistent with its fiduciary duties to the adoption of this Agreement by the requisite Stockholder ApprovalCompany's stockholders under applicable law, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information tomay, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition a Company Superior Proposal, or a Company Takeover Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and faith that there is a reasonable likelihood that such Company Financial AdvisorTakeover Proposal could result in a Company Superior Proposal (a "PROBABLE COMPANY SUPERIOR PROPOSAL"), that such Acquisition Proposal constitutes was not solicited by it or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company receives that did not otherwise result 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease 7.3(a) and cause subject to be terminated any existing discussions providing prior written notice of its decision to take such action to Parent and compliance with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j7.3(c), including having (x) furnish the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement same information with respect to Company and its Subsidiaries as was previously furnished to Parent, as revised or updated to reflect any changes or additions to such information (provided that such revised information is contemporaneously furnished to Parent to the extent it had not been previously so furnished), to any person making a Company Superior Proposal or a Probable Company Superior Proposal pursuant to a customary confidentiality agreement (as hereinafter defineddetermined by Company after consultation with its outside counsel) that is no less restrictive in any material respect than the Confidentiality Agreement and (y) participate in discussions or any announcement in connection therewith) or enter into an agreement with respect to a negotiations regarding such Company Superior Proposal concurrently with termination pursuant to Section 8.01(j).or Probable Company Superior Proposal. For purposes of this Agreement, "

No Solicitation by the Company. (a) The From the date of this Agreement through the Effective Time, the Company shall not directly or indirectlynot, and nor shall not it permit any Company Subsidiary to, nor shall it authorize or permit any of its subsidiaries, nor any of its or any of its subsidiaries' Representatives Company Subsidiary directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any Company Subsidiary to, directly or indirectly tothrough another person, (i) solicit, initiateinitiate or encourage (including by way of furnishing information or assistance), knowingly encourageor take any other action designed to facilitate or that is likely to result in, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal that constitutes, or is reasonably likely to lead to, any Competing Proposal (as defined in Section 9.13), (ii) furnish enter into any information regarding the Company or any of its subsidiaries agreement with respect to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition a Competing Proposal, (iii) engage participate in any discussions or negotiations with regarding any person with respect to any Acquisition Competing Proposal, or (iv) approvemake or authorize any statement, endorse recommendation or recommend solicitation in support of any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition TransactionCompeting Proposal; provided, however, that prior if, and only to the adoption extent that (A) the approval of this Agreement by the requisite Stockholder Approval, this Section 5.04 Company's shareholders has not occurred and (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2B) the Board of Directors of the Company concludes determines in good faith, after having taken into account the advice of consultation with its outside legal counsel and Company Financial Advisorfinancial advisors, that such Acquisition the failure to do so would or could reasonably be expected to breach the fiduciary duties of the Board of Directors of the Company under applicable law, the Company may, in response to a bona fide, written Competing Proposal not solicited in violation of this Section 6.5(a) that the Board of Directors of the Company believes in good faith constitutes or is reasonably capable of becoming a Superior ProposalCompeting Proposal (as defined in Section 9.13), subject to compliance with Section 6.5(b), (1) furnish information with respect to the Company to any person making such a Superior Competing Proposal pursuant to a customary confidentiality agreement (as determined by the Company after consultation with its outside counsel) on terms no more favorable to such person than the terms contained in any such agreement between the Company and the Buyer, (2) participate in discussions or negotiations regarding such a Superior Competing Proposal and (3) at least two business days prior subject to furnishing any such nonpublic information tothe terms of Section 8.1(h), enter into an acquisition agreement or entering into discussions withsimilar agreement (each, such personan "Acquisition Agreement") with respect to a Superior Competing Proposal. (b) In addition to the obligations of the Company set forth in Section 6.5(a), the Company gives Parent written notice shall promptly advise the Buyer orally and in writing of any Competing Proposal or any inquiry which could lead to a Competing Proposal (including the identity of the person making or submitting such person Competing Proposal or inquiry and the terms thereof) and keep the Buyer informed, on a current basis, of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and continuing status thereof. (4c) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition a Competing Proposal. Nothing contained in this 35 Next Page Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).6.6

No Solicitation by the Company. (a) The Company shall not directly or indirectlynot, and nor shall not it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director or employee of its subsidiariesor any financial advisor, nor any of its attorney or other advisor or representative of, the Company or any of its subsidiaries' Representatives directly or indirectly Subsidiaries to, (i) solicit, initiateinitiate or encourage the submission of, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition ProposalCompany Takeover Proposal (as hereinafter defined), (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) participate in any discussions or negotiations regarding, or furnish to any Person any information regarding with respect to, or take any other action to facilitate any inquiries or the Company making of any proposal that constitutes, or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would may reasonably be expected to lead to an Acquisition to, any Company Takeover Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of Company Stockholder Meeting, nothing contained in this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit prevent the Company or its Board of Directors from furnishing nonpublic non-public information to, or entering into discussions or negotiations with, any person Person in response to connection with an unsolicited bona fide Acquisition written Company Takeover Proposal that is submitted by such Person, if and only to the Company by such person extent that (and not withdrawnw) if (1) neither in the Company nor any Representative shall have violated any reasonable good faith judgment of the restrictions set forth Board of Directors of the Company, such Company Takeover Proposal could, if consummated, result in a transaction more favorable to the Company’s stockholders from a financial point of view than the Merger (any such more favorable Company Takeover Proposal being referred to in this Section 5.04 in any material respectAgreement as a “Company Superior Proposal”), (2x) the failure to take such action would, in the reasonable good faith judgment of the Board of Directors of the Company, after consultation with outside corporate counsel of the Company, be inconsistent with the fiduciary duties of the Board of Directors of the Company concludes in good faith, after having taken into account to the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior ProposalCompany’s stockholders under applicable law, (3y) at least two business days prior to furnishing any such nonpublic non-public information to, or entering into discussions or negotiations with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions withPerson, such person, and the Company Board of Directors receives from such person Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person by or on behalf of the Company and containing with provisions no not less favorable to the Company than the provisions those contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal Nondisclosure Agreement (as hereinafter defined) and (or any announcement in connection therewithz) or enter into an agreement the Company shall have fully complied with respect to a Superior Proposal concurrently with termination pursuant to this Section 8.01(j).4.3. For purposes of this Agreement, “

No Solicitation by the Company. (a) The Company shall not directly or indirectly, and shall not authorize or permit any of its subsidiaries, nor any of its or any of its subsidiaries' Representatives directly or indirectly to, (i) solicitExcept as permitted by this Section 4.5(a), initiateduring the Pre-Closing Period, knowingly encourage, induce or facilitate the making, submission or announcement none of any Acquisition Proposal, (ii) furnish any information regarding the Company or any Representative of its subsidiaries to the Company shall directly or indirectly (A) initiate, solicit, seek or knowingly encourage or support any person in connection with inquiries, proposals or in response to an Acquisition Proposal offers that constitute or an inquiry or indication of interest that would may reasonably be expected to lead to an to, a Company Acquisition ProposalProposal (as defined below), (iiiB) engage in or participate in, or knowingly facilitate, any discussions or negotiations with regarding, or furnish any person with respect nonpublic information to any Acquisition ProposalPerson in connection with, (iv) approveany inquiries, endorse proposals or recommend any offers that constitute, or may reasonably be expected to lead to, a Company Acquisition Proposal (other than, solely in response to an unsolicited inquiry, to refer the inquiring person to this Section 4.5 and to limit its conversation or other communication exclusively to such referral), or (vC) enter into any letter of intent intent, agreement in principle or other similar document or any Contract contemplating or otherwise type of agreement relating to a Company Acquisition Proposal, or enter into any Acquisition Transactionagreement or agreement in principle requiring Company 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 adoption earlier of the time that the Company Stockholders adopt and approve this Agreement pursuant to the Company Stockholder Written Consent or the termination of this Agreement by the requisite Stockholder Approvalin accordance with Section 9, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person may take the following actions in response to an unsolicited bona fide written Company Acquisition Proposal received after the date hereof that is submitted to the Board of Directors of the Company by such person (has determined, in good faith, after consultation with its outside counsel and not withdrawn) if financial advisors, constitutes, or would reasonably be expected to lead to, a Company Superior Offer: (1) neither furnish nonpublic information regarding Company to the third party making the Company nor any Representative shall have violated any Acquisition Proposal (a “Company Qualified Bidder”) and (2) engage in discussions or negotiations with the Company Qualified Bidder and its representatives with respect to such Company Acquisition Proposal; provided that (w) the Company receives from the Company Qualified Bidder an executed confidentiality agreement the terms of which are not less restrictive to such Person than those contained in the restrictions set forth in Confidentiality Agreement, and containing additional provisions that expressly permit the Company to comply with the terms of this Section 5.04 4.5 (a “Company Acceptable Confidentiality Agreement”) (a copy of such Company Acceptable Confidentiality Agreement shall promptly, and in any material respectevent within twenty-four (24) hours, be provided to Saffron for informational purposes only), (2x) the Company contemporaneously supplies to Saffron any such nonpublic information or access to any such nonpublic information to the extent it has not been previously provided or made available to Saffron, (y) the Company has not breached this Section 4.5, and (z) the Board of Directors of the Company concludes determines in good faith, after having taken into account the advice of consultation with its outside legal counsel and Company Financial Advisorfinancial advisors, that taking such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior actions would be required to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection comply with the making or amendment fiduciary duties of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve of the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)Company under applicable Laws.

No Solicitation by the Company. (a) The Company shall not directly or indirectlynot, and shall not authorize or permit any of its subsidiaries, nor controlled affiliates or any of its or their officers, directors or employees to, and shall use its reasonable best efforts to cause any investment banker, financial advisor, attorney, accountant or other representative (each, a “Representative”) retained by it or any of its subsidiaries' Representatives controlled affiliates not to, directly or indirectly toindirectly, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing information), or knowingly encouragetake any other action designed to facilitate, induce any inquiries regarding, or facilitate the makingmaking of, submission any proposal the consummation of which would constitute a Company Alternative Transaction or announcement of any Acquisition Proposal, (ii) furnish participate in any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations negotiations, or cooperate in any way with any person (or group of persons), with respect to any Acquisition Proposalinquiries regarding, or the making of, any proposal the consummation of which would constitute a Company Alternative Transaction, except to notify such person (ivor group of persons) approve, endorse or recommend any 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 Acquisition Transactionthe provisions of this Section 5.2; provided, however, that if, at any time prior to obtaining the adoption of this Agreement by the requisite Stockholder Company Shareholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines in good faith, faith (after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisor, a financial advisor of nationally recognized reputation) that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company receives proposal that did not result 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a material breach of this Section 5.04 by the Company. The 5.2(a) constitutes or could reasonably be expected to result in a Company shall immediately cease and cause Superior Proposal, subject to be terminated any existing discussions compliance with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit 5.2(d), the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(aits Representatives may (A) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement furnish information with respect to a Superior Proposal the Company and its subsidiaries to the person (as hereinafter definedor group of persons) making such proposal (and its Representatives and financing sources) (provided that all such information has previously been provided to Parent or any announcement in connection therewithis provided to Parent prior to or substantially concurrent with the time it is provided to such person) or enter into an agreement with respect pursuant to a Superior Proposal concurrently with termination pursuant customary confidentiality agreement containing terms (including as to Section 8.01(jconfidentiality and “standstill” terms) generally no less restrictive than the terms of the confidentiality agreement, dated October 19, 2020, as amended, entered into between the Company and Parent (the “Confidentiality Agreement”).

No Solicitation by the Company. (a) The From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, the Company shall not directly or indirectly, (and shall the Company will not authorize or permit any of its subsidiariesofficers, nor any of its directors or employees or any of its subsidiaries' Representatives investment banker, financial advisor, attorney, accountant or other representative retained by it) directly or indirectly to, (i) solicit, initiate, knowingly encourage, induce engage in discussions or negotiate with any Person (whether such discussions or negotiations are initiated by the Company or otherwise) or take any other action intended or designed to facilitate the making, submission any inquiry or announcement effort of any Acquisition ProposalPerson (other than Parent) relating to any Alternative Acquisition, (ii) furnish any provide information regarding with respect to the Company to any Person, other than Parent, relating to a possible Alternative Acquisition by any Person, other than Parent, (iii) enter into a Contract with any Person, other than Parent (including any letter of intent, agreement in principle, definitive agreement or any other Contract constituting or relating to, or which is intended to or is reasonably likely to lead to, any Alternative Acquisition Proposal), providing for a possible Alternative Acquisition, or (iv) make or authorize any statement, recommendation or solicitation in support of its subsidiaries any possible Alternative Acquisition by any Person, other than by Parent. Notwithstanding the foregoing or anything else to any person the contrary in connection with or this Agreement, prior to the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock, the Board of Directors of the Company may, to the extent required by the fiduciary obligations of the Board of Directors of the Company under Delaware law, as determined in good faith by the Board of Directors of the Company, in response to a written proposal whether contingent or binding, for an Alternative Acquisition (“Alternative Acquisition Proposal”) that the Board of Directors of the Company determines, in good faith after consultation with the Company’s legal counsel and its independent financial advisers, is or is reasonably likely to result in a Superior Company Proposal, that was not solicited by the Company and that did not otherwise result from a breach of this Section 5.2(a), subject to providing prior written notice to Parent of its decision to take such action, (x) furnish information with respect to the Company to the Person or group making such Alternative Acquisition Proposal and its representatives pursuant to a customary confidentiality agreement and (y) participate in discussions and negotiations with such Person or an inquiry group and its representatives regarding such Alternative Acquisition Proposal. The Company shall, and shall cause its representatives to, cease immediately all discussions and negotiations that may have occurred prior to the date of this Agreement regarding any proposal that constitutes, or indication of interest that would may reasonably be expected to lead to to, an Alternative Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption . For purposes of this Agreement by Section 5.2, the requisite Stockholder Approvalterm “Person” shall include any group as defined in the Exchange Act. Without limiting the foregoing, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, it is understood that any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any violation of the restrictions set forth in this Section 5.04 in 5.2 by any material respect, (2) the Board of Directors Subsidiary of the Company concludes in good faithor any director, after having taken into account the advice officer or employee of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice or any investment banker, financial advisor, attorney, accountant or other representative of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or acting on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute be a breach of this Section 5.04 5.2(a) by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The Subject to the other provisions of this Section 4.2, from and after the date hereof until the Acceptance Time or, if earlier, the termination of this Agreement in accordance with Article 5, the Company shall not, shall cause the Company Subsidiaries not directly or indirectlyto, and shall direct its and the Company Subsidiaries’ Representatives (acting on behalf of the Company or the Company Subsidiaries, as applicable) not authorize or permit any of its subsidiaries, nor any of its or any of its subsidiaries' Representatives directly or indirectly to, (i) initiate, solicit, initiateor knowingly facilitate any inquiries, knowingly encourage, induce proposals or facilitate the making, submission offers with respect to or announcement of any Acquisition Proposal, (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an a Company Acquisition Proposal or engage in any discussions or negotiations with respect thereto, (ii) approve, or recommend, or publicly propose to approve, or recommend, any Company Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposaleffectuate a Company Change of Board Recommendation, (iv) approveenter into any implementation agreement, endorse merger agreement, acquisition agreement, letter of intent or recommend other similar agreement providing for any Company Acquisition Proposal (other than an Acceptable Confidentiality Agreement pursuant to Section 4.2(b)), or (v) enter into any letter of intent resolve or similar document or any Contract contemplating or otherwise relating agree to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated do any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable foregoing. Notwithstanding anything to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contrary contained in this Section 5.04 shall prohibit 4.2(a), the Company or and the Company's Board ’s Representatives may (1) participate in discussions with any Person that has made after the date of Directors from taking this Agreement a written bona fide, unsolicited Company Acquisition Proposal solely in order to seek to clarify and disclosing understand the terms and conditions thereof in order to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (determine whether such inquiry, proposal or any similar communications in connection with the making offer constitutes or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary would reasonably be expected to approve or resolve to approve the intention to enter into an agreement with respect lead to a Superior Company Proposal or otherwise as may be required in accordance with the Singapore Code and (as hereinafter defined2) (or any announcement in connection therewith) or enter into an agreement with respect to inform a Superior Third Party that has made a Company Acquisition Proposal concurrently with termination pursuant to of the provisions of this Section 8.01(j)4.2.

No Solicitation by the Company. (a) The Subject to ‎Section 5.2‎(b), the Company 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, its Subsidiaries’ and their respective Representatives’ discussions and negotiations with any other Person (other than Parent or its Affiliates) regarding any Company Alternative Proposal, and (ii) promptly request that each Person that has entered into a confidentiality agreement in connection with its consideration of a possible Company Alternative Proposal within the last six months return to the Company or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company and its Subsidiaries. From 39 and after the date of this Agreement, subject to ‎Section 5.2‎(b) and ‎Section 7.3(b), the Company shall not not, directly or indirectly, and nor shall not the Company authorize or permit any Subsidiary of its subsidiaries, nor the Company or any of its or any of its subsidiaries' Representatives directly or indirectly their respective directors, officers, members, employees, representatives, agents, attorneys, consultants, contractors, accountants, financial advisors and other advisors (a “Representative”) to, (iw) solicit, initiateinitiate or knowingly encourage or knowingly facilitate (including by way of furnishing information), knowingly encourageor engage in discussions or negotiations regarding, induce any inquiry, proposal or facilitate offer, or the making, submission or announcement of any Acquisition Proposalinquiry, proposal or offer (iiincluding any inquiry, proposal or offer to its unitholders) furnish any information regarding the Company which constitutes or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would be reasonably be expected to lead to an Acquisition a Company Alternative Proposal, (iiix) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter except for confidentiality agreements entered into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior pursuant to the adoption proviso to the first sentence of ‎Section 5.2‎(b) or a definitive agreement entered into or to be entered into concurrently with a termination of this Agreement by the requisite Stockholder ApprovalCompany pursuant to ‎Section 7.3(b), this Section 5.04 approve or enter into a letter of intent, memorandum of understanding or other contract with any Person, other than Parent, Holdings and Merger Sub, for, constituting or otherwise relating to a Company Alternative Proposal, or (ay) shall not prohibit provide or cause to be provided any information or data relating to the Company from furnishing nonpublic information or any Subsidiary of the Company relating to, or entering into discussions within response to, any person in response to an unsolicited bona fide Acquisition Company Alternative Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent)Person. Without limiting the generality of the foregoing, the Company acknowledges and agrees that, in the event any officer, director (other than a director of the Company who is also an officer or director of Parent) or financial advisor of the Company takes any action (other than any action caused by or at the direction of Parent, Holdings, their Affiliates or their Representatives) that any violation if taken by the Company would be a breach of or this ‎Section 5.2, the taking of any such action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Companysuch officer, whether director or not such Representative is purporting to act on behalf of the Company, financial advisor shall be deemed to constitute a breach of this Section 5.04 ‎Section 5.2 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The Except as expressly permitted by this Section 7.3, the Company shall not directly or indirectlyshall, and shall not authorize or permit any cause each of its subsidiariesAffiliates and its and their respective officers, nor any of its or any of its subsidiaries' Representatives directly or indirectly todirectors, employees, agents, financial advisors, investment bankers, tax advisors, attorneys, consultants, accountants and other representatives (collectively, “Representatives”): (i) solicit, initiate, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal, (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing and all solicitation, encouragement, discussions or negotiations with any person persons or group of persons (other than Parent and its Affiliates) that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement may be ongoing with respect to a Superior Company Takeover Proposal and (ii) not to, directly or indirectly, (A) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or discussions regarding, or the making of any proposal or offer that constitutes or could reasonably be expected to lead to, a Company Takeover Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish any information in connection with, or afford access to the assets, business, properties, books or records of the Company or any of its Subsidiaries, to any other person for the purpose of soliciting, initiating, knowingly encouraging or knowingly facilitating, a Company Takeover Proposal (as hereinafter definedother than (x) solely in response to an unsolicited inquiry, to inform the inquiring person that the Company is bound by the non-solicitation provisions set forth in this Section 7.3 and to limit its communication exclusively to such response, or (y) upon receipt of a bona fide, unsolicited written Company Takeover Proposal from any person that did not result from a breach of this Section 7.3, solely to the extent necessary to ascertain facts or any announcement in connection therewith) or enter into an agreement clarify terms with respect to a Superior Company Takeover Proposal concurrently for the Company Board of Directors to be able to have sufficient information to make the determination described in Section 7.3(c)), or (C) approve, adopt, recommend or enter into, or propose to approve, adopt, recommend or enter into, any letter of intent, term sheet or similar document, Contract or agreement in principle (whether written or oral, binding or nonbinding) with termination pursuant respect to Section 8.01(j)a Company Takeover Proposal. The Company shall not, and shall cause its Affiliates not to, release any third party from, or waive, amend or modify any provision of, or grant permission under, or fail to enforce, any confidentiality obligations with respect to a Company Takeover Proposal or similar matter or any standstill provision in any agreement to which the Company or any of its Affiliates is a party, in each case, unless the Company Board of Directors determines in good faith, after consultation with its independent financial advisor and outside legal counsel, that the failure to do so would violate its fiduciary duties under applicable Law.

No Solicitation by the Company. (a) The Company shall not directly or indirectlynot, and shall not authorize or permit any of its subsidiaries, nor controlled affiliates or any of its or their officers, directors or employees to, and shall use its reasonable best efforts to cause any investment banker, financial advisor, attorney, accountant or other representative (a “Representative”) retained by it or any of its subsidiaries' Representatives controlled affiliates not to, directly or indirectly tothrough another person, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing information), or knowingly encouragetake any other action designed to facilitate, induce any inquiries regarding, or facilitate the makingmaking of, submission any proposal the consummation of which would constitute a Company Alternative Transaction or announcement of any Acquisition Proposal, (ii) furnish participate in any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations negotiations, or cooperate in any way with any person (or group of persons), with respect to any Acquisition Proposalinquiries regarding, or the making of, any proposal the consummation of which would constitute a Company Alternative Transaction, except to notify such person (ivor group of persons) approve, endorse or recommend any 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 Acquisition Transactionthe provisions of this Section 5.2; provided, however, that if, at any time prior to obtaining the adoption of this Agreement by the requisite Company Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines in good faith, faith (after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisor, a financial advisor of nationally recognized reputation) that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company receives proposal that did not result 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a material breach of this Section 5.04 by the Company. The 5.2(a) constitutes or could reasonably be expected to result in a Company shall immediately cease and cause Superior Proposal, subject to be terminated any existing discussions compliance with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit 5.2(c), the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(aits Representatives may (A) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement furnish information with respect to a Superior Proposal the Company and its subsidiaries to the person (as hereinafter definedor group of persons) making such proposal (and its Representatives and financing sources) (provided that all such information has previously been provided to Parent or any announcement in connection therewithis provided to Parent prior to or substantially concurrent with the time it is provided to such person) or enter into an agreement with respect pursuant to a Superior Proposal concurrently customary confidentiality agreement containing terms as to confidentiality (it being understood that such confidentiality agreement need not include any “standstill” terms) generally no less restrictive than the terms of the confidentiality agreement, dated December 24, 2015, as amended, entered into between the Company and Parent (the “Confidentiality Agreement”), and (B) participate in discussions or negotiations regarding such proposal with termination pursuant to Section 8.01(jthe person (or group of persons) making such proposal (and its Representatives and financing sources).. For purposes of this Agreement, “

No Solicitation by the Company. (a) The From the date of this Agreement until the Appointment Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall not (whether directly or indirectly through advisors, agents or other intermediaries), and the Company shall use its best efforts to cause its and its subsidiaries' respective officers, directors, advisors, representatives and other agents not to, directly or indirectly, and shall not authorize or permit any of its subsidiaries, nor any of its or any of its subsidiaries' Representatives directly or indirectly to, (i) solicit, initiate, initiate or knowingly encourage, induce or facilitate take any other action to facilitate, any inquiries or the making, submission or announcement making of any Acquisition Proposalproposal that constitutes, (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would may reasonably be expected to lead to an Acquisition Proposalto, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (vii) participate or engage in substantive discussions or negotiations with, or disclose or provide any non-public information relating to the Company or its subsidiaries or afford access to the properties, books or records of the Company or its subsidiaries to, any person (including any "person" as defined in Section 13(d)(3) of the Exchange Act) that has made an Acquisition Proposal or with or to any Person in contemplation of an Acquisition Proposal or (iii) enter into any letter of intent agreement or similar document agreement in principle providing for or any Contract contemplating or otherwise relating to any an Acquisition TransactionProposal; provided, however, that prior if and only if (A) a person has submitted an unsolicited written Acquisition Proposal (under circumstances in which the Company has complied with its obligations under this Section 3.4(a)) to the adoption Company's Board of this Agreement by Directors, (B) the requisite Stockholder ApprovalCompany's Board of Directors believes in good faith, this Section 5.04 based on such matters as it deems relevant, including the advice of the Company's financial advisor (a) shall not prohibit the Company from furnishing nonpublic information toif any), or entering into discussions with, any person in response to an unsolicited bona fide that such Acquisition Proposal is a Superior Proposal and (C) the Company's Board of Directors determines in good faith, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that engaging in such negotiations or discussions or providing such information is submitted required to satisfy the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any fiduciary duties of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes under applicable law, then the Company may furnish information to such person with respect to the Company and its subsidiaries (so long as the Company has entered into a customary confidentiality agreement with such party) and participate in good faithnegotiations and discussions with such person regarding such Acquisition Proposal; provided further that, after having taken into account the advice third business day following BioShield's receipt of its outside legal counsel and Company Financial Advisor, written notice advising BioShield that the Company's Board of Directors is prepared to accept such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any which notice specifies the material terms and conditions of such nonpublic information to, or entering into discussions with, Superior Proposal and identifies the person making such personSuperior Proposal, the Company gives Parent written notice Board of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf Directors of the Company and containing provisions no less favorable may, in response to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has a Superior Proposal which was not been previously furnished solicited by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or which did not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute otherwise result from a breach of this Section 5.04 by 3.4(a), terminate this Agreement, if the Board of Directors of the Company determines in good faith, based on such matters as it deems relevant, including consultation with the Company. The 's outside legal counsel, that it is required to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, and, concurrently with such termination, causes the Company shall immediately cease and cause to be terminated any existing discussions with any person that relate pay the fee payable pursuant to any Acquisition ProposalSection 6.4(a) hereof by reason thereof. Nothing contained in this Section 5.04 Agreement shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking or, in the case of the Company's Board of Directors, making any action contemplated by Section 8.01(j), including having other disclosure to the Company's stockholders that the Company's Board of Directors take such actions as are necessary determines in good faith is required to approve be made to satisfy the fiduciary duties of the Company's Board of Directors under applicable law. The Company shall immediately cease and cause to be terminated and shall cause its affiliates and subsidiaries and its or resolve their respective officers, directors, employees, representatives or agents, to approve the intention to enter into an agreement terminate all existing discussions or negotiations, if any, with any persons conducted heretofore with respect to, or that could reasonably be expected to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into lead to, an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)Acquisition Proposal.

No Solicitation by the Company. (a) The Company shall not will not, directly or indirectly, and shall will instruct its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Company Representatives”) not authorize or permit any of its subsidiariesto, nor any of its or any of its subsidiaries' Representatives directly or indirectly toindirectly, (i) solicit, initiateinitiate or encourage (including by way of furnishing nonpublic information), knowingly encourageor take any other action to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal or offer (including, (iiwithout limitation, any proposal or offer to its shareholders) furnish any information regarding the Company that constitutes, or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would may reasonably be expected to lead to an Acquisition Proposalto, any Company Competing Transaction (iii) engage in as defined below), or enter into or maintain or continue discussions or negotiations negotiate with any person with respect in furtherance of such inquiries or to obtain a Company Competing Transaction, or agree to or endorse any Acquisition ProposalCompany Competing Transaction, (iv) approve, endorse or recommend authorize or permit any Acquisition Proposal or (v) enter into Company Representatives to take any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactionsuch action; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) foregoing shall not be deemed to prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors from taking any action with regard to an unsolicited offer received by the Company after the date of this Agreement if the Company’s Board of Directors determines, upon the written advice of counsel, that such action is necessary for the fulfillment of its fiduciary duties. The Company will notify Parent immediately after receipt by the Company (or any Company Representatives) of any proposal for, or inquiry respecting, any Company Competing Transaction, or any request for nonpublic information in connection with such proposal or inquiry or for access to the properties, books or records of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, by any person that such Acquisition Proposal constitutes informs or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, has informed the Company gives that it is considering making or has made such a proposal or inquiry. Such notice to Parent written notice of shall indicate in reasonable detail the identity of the person making such person and of the Company's intention to furnish nonpublic information to, proposal or enter into discussions with, such person, inquiry and the Company receives from terms and conditions of 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 by proposal or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Companyinquiry. The Company immediately shall immediately cease and cause to be terminated any all existing discussions or negotiations with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement parties conducted heretofore with respect to a Superior Proposal (as hereinafter defined) (Company Competing Transaction. The Company agrees not to release any third party from, or waive any announcement in connection therewith) provision of, any confidentiality or enter into an standstill agreement with respect to which it is a Superior Proposal concurrently with termination pursuant to Section 8.01(j)party.

No Solicitation by the Company. (a) The Company shall not directly or indirectlynot, and nor shall not authorize or permit any of its subsidiariesSubsidiaries, nor any of its or any of its subsidiaries' Representatives directly their directors, officers, employees, investment bankers, accountants, attorneys or indirectly toother professional advisors (collectively, the "Representatives") (i) solicit, initiate, or knowingly encourage, induce or facilitate the making, submission or announcement encourage (including by way of furnishing nonpublic information) any Acquisition Proposal, (ii) enter into, continue, or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, any Acquisition Proposal, or (iii) enter into any agreement providing for an Acquisition Proposal; provided, however, that neither this Section 4.3(a) nor any other provision contained in this Agreement shall prohibit the Company, its Subsidiaries, or their respective Representatives from furnishing information regarding the Company to, or entering into discussions or negotiations with, any of its subsidiaries to any person in connection with or Person in response to an Acquisition Proposal that the Company's board of directors (or an inquiry or indication of interest that would a committee thereof) determines in good faith, after consultation with outside legal counsel, reasonably could be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition a Superior Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither none of the Company nor Company, its Subsidiaries, or any Representative of their Representatives shall have violated any of the restrictions set forth in this Section 5.04 4.3(a) in any material respect, a manner that resulted in the submission of such Acquisition Proposal; (2) the Board board of Directors directors of the Company concludes (or a committee thereof) determines in good faith, after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisorcounsel, that failure to take such Acquisition Proposal constitutes or action is reasonably capable likely to constitute a breach of becoming a Superior Proposal, the fiduciary duties of the board of directors of the Company under applicable Law; and (3) the Company receives from such Person an executed confidentiality agreement (the provisions of which are no less restrictive than the comparable provisions, and do not omit any restrictive provisions, contained in the confidentiality agreement between the Parent and the Company (the "Confidentiality Agreement")). The Company shall notify Parent promptly (and at least two business days 24 hours prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such person, the Company gives Parent written notice of the identity of such person and any Person who has made or submitted an Acquisition Proposal) of the Company's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such person, and the Company receives from such person any Person who has made or submitted an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The Except as provided in Section 4.5(b), the Company agrees that, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 6.1, the Company 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 subsidiariesdirectors, nor officers or employees or any of its representative retained by it (including the Company's Financial Advisor) or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly tothrough another Person, (i) solicit, initiate, knowingly encourage, induce request or take any other action to facilitate (including by way of furnishing non-public information) any inquiries or the making, submission or announcement making of any Acquisition Proposalproposal or offer from any third party other than the Parent or its Affiliates regarding any merger, sale of substantial assets, sale or purchase of (iior right to sell or purchase) furnish any information regarding shares of capital stock (other than pursuant to the exercise of stock options outstanding on the date of this Agreement) or similar transactions involving the Company or any of its subsidiaries to any person in connection with or in response to Subsidiaries (an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an "Acquisition Proposal, ") or (iiiii) engage participate in any discussions or negotiations with any person with respect to regarding any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approvalif, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information toat any time, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines in good faith, after having taken into account the consultation with and receipt of advice of its from outside legal counsel and Company Financial Advisorcounsel, that it is necessary to do so in order to act in a manner consistent with its fiduciary duties to the Company's stockholders under applicable law, the Company may, in response to what the Board of Directors determines, in good faith after consultation with and receipt of advice from outside counsel, is reasonably likely to lead to a Superior Proposal (as defined below) and subject to delivering a Company Notice (as defined in paragraph (c) below) and compliance with the other provisions of paragraph (c) below, following delivery of the Company Notice (x) furnish information with respect to the Company and its Subsidiaries to any Person making such Acquisition Proposal constitutes or is reasonably capable of becoming pursuant to a Superior Proposal, (3) at least two business days prior to furnishing any confidentiality agreement entered into between such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, Person and the Company 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 by or on behalf of the Company and containing provisions with terms no less favorable to the Company than the provisions those contained in the Confidentiality Agreement, Section 4.2 of this Agreement and (4y) at least two business days prior to furnishing any participate in discussions or negotiations regarding such nonpublic information to such personAcquisition Proposal. Immediately following the execution and delivery of this Agreement by the parties hereto, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately will cease and cause to be terminated any existing activities, discussions or negotiations with any person parties conducted with respect to the foregoing. Promptly following the execution of this Agreement by the parties hereto, the Company will request each Person that relate has, prior to any the date of this Agreement, executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or the Company's Board any of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)its Subsidiaries.

No Solicitation by the Company. (a) The Except as provided in Section 4.5(b), the Company agrees that, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 6.1, the Company 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 subsidiariesdirectors, nor officers or employees or any of its representative retained by it (including all Company advisors) or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly tothrough another Person, (i) solicit, initiate, knowingly encourage, induce request or take any other action to facilitate (including by way of furnishing non-public information) any inquiries or the making, submission or announcement making of any Acquisition Proposalproposal or offer from any third party other than the Parent or its Affiliates regarding any merger, consolidation, share exchange, recapitalization, sale of substantial assets, sale or purchase of (iior right to sell or purchase) furnish any information regarding shares of capital stock (other than pursuant to the exercise of stock options outstanding on the date of this Agreement), tender offer or similar transactions involving the Company or any of its subsidiaries to any person in connection with or in response to Subsidiaries (an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an "Acquisition Proposal, ") or (iiiii) engage participate in any discussions or negotiations with any person with respect to regarding any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approvalif, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information toat any time, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes or the Special Committee of the Board of Directors determines in good faith, after having taken into account the consultation with and receipt of advice of from outside counsel or its outside legal counsel and Company Financial Advisorfinancial advisor, that it is necessary to do so in order to act in a manner consistent with its fiduciary duties to the Company's stockholders under applicable law, the Company may, in response to what the Board of Directors determines, in good faith after consultation with and receipt of advice from outside counsel, may lead to a Superior Proposal (as defined below) and subject to delivering a Company Notice (as defined in paragraph (c) below) and compliance with the other provisions of paragraph (c) below, following delivery of the Company Notice (x) furnish information with respect to the Company and its Subsidiaries to any Person making such Acquisition Proposal constitutes or is reasonably capable of becoming pursuant to a Superior Proposal, (3) at least two business days prior to furnishing any confidentiality agreement entered into between such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, Person and the Company 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 by or on behalf of the Company and containing provisions with terms no less favorable to the Company than the provisions those contained in the Confidentiality Agreement, Section 4.2 of this Agreement and (4y) at least two business days prior to furnishing any participate in discussions or negotiations regarding such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The Company shall not directly immediately cease any discussions or indirectly, negotiations with any parties that may be ongoing with respect to a Takeover Proposal (as hereinafter defined) and shall not seek to have returned to the Company any confidential information that has been provided in any such discussions or negotiations. From the date hereof, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its subsidiariesofficers, nor directors or employees or any of its Affiliate, investment banker, financial advisor, attorney, accountant or other representative (“Representatives”) retained by it or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly toindirectly, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing information which has not been previously publicly disseminated), knowingly encourageor take any other action designed to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal which constitutes, (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would may reasonably be expected to lead to an Acquisition Proposalto, any Takeover Proposal or (iiiii) engage participate in any discussions or negotiations with regarding any person with respect to any Acquisition Takeover Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior if, following the receipt of a Superior Proposal (as hereinafter defined) or a proposal which is reasonably expected to lead to a Superior Proposal that in either case was unsolicited and made after the adoption date hereof in circumstances not otherwise involving a breach of this Agreement by the requisite Stockholder ApprovalAgreement, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines in good faith, after having taken into account the advice considering applicable provisions of its state Law and after consultation with outside legal counsel and Company Financial Advisorcounsel, that a failure to do so would be inconsistent with its fiduciary duties under applicable Law, the Company may, in response to such Acquisition Takeover Proposal constitutes or is reasonably capable of becoming a Superior Proposaland subject to compliance with Section 5.2(b) and Section 5.2(c), (3A) at least two business days prior request information from the party making such Takeover Proposal for the sole purpose of the Company Board informing itself about the Takeover Proposal that has been made and the party that made it, (B) furnish information with respect to furnishing the Company to the party making such Takeover Proposal pursuant to a customary confidentiality agreement, provided that (1) such confidentiality agreement may not include any provision calling for an exclusive right to negotiate with the Company and (2) the Company advises Parent of all such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company receives from such person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished delivered to such person by or on behalf of the Company and containing provisions no less favorable concurrently with its delivery to the Company than the provisions contained in the Confidentiality Agreementrequesting party, and (4C) at least two business days prior to furnishing any participate in negotiations with such nonpublic information to party regarding such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent)Takeover Proposal. Without limiting the generality of the foregoing, the Company acknowledges and agrees It is agreed that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative executive officer, director or investment banker, attorney or other advisor or representative of the Company or any of the Company, whether or not such Representative is purporting to act on behalf of the Company, its Subsidiaries shall be deemed to constitute be a breach of this Section 5.04 5.2(a) by the Company. The Company shall immediately cease and cause agrees not to be terminated waive or fail to enforce any existing discussions with provision of any person confidentiality or standstill agreement to which it is a party relating to a potential or actual Takeover Proposal, other than the waiver of or failure to enforce any provision that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors would otherwise prevent a Takeover Proposal from taking and disclosing being made to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The Company shall not not, directly or indirectly, and shall ensure that each of the other Acquired Companies do not, and shall use its reasonable best efforts to cause its and their respective Representatives not authorize or permit any of its subsidiariesto, nor any of its or any of its subsidiaries' Representatives directly or indirectly to, (other than with respect to Parent and Merger Sub and their Representatives): (i) solicit, initiate, knowingly encourage, knowingly induce or knowingly facilitate the making, submission or announcement of any Company Acquisition ProposalProposal or Company Acquisition Inquiry (including by approving any transaction, or approving any Person (other than Parent and its Affiliates) becoming an “interested stockholder,” for purposes of Section 203 of the DGCL); (ii) furnish or otherwise provide access to any information regarding the Company or any of its subsidiaries the Acquired Companies to any person in connection with or Person in response to an a Company Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Company Acquisition Proposal, Inquiry; (iii) engage in discussions or negotiations with any person Person with respect to any Company Acquisition Proposal, ; (iv) approve, endorse or recommend any Company Acquisition Proposal or Proposal; (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any 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 adoption of this Agreement by the requisite Required Company Stockholder ApprovalVote, this Section 5.04 (a4.3(a) shall not prohibit the Company from furnishing nonpublic information regarding the Acquired Companies to, or entering into discussions or negotiations with, any person Person in response to an unsolicited bona fide a Company Acquisition Proposal that is submitted to the Company by such person Person (and has not been withdrawn) if (1A) neither none of the Company nor Acquired Companies or any Representative of their respective Representatives shall have violated materially breached any of the restrictions provisions set forth in this Section 5.04 in any material respect4.3, (2B) the Board board of Directors directors of the Company determines in good faith, after having taken into account the advice of an independent financial advisor of nationally recognized reputation and the Company’s outside legal counsel, that such Company Acquisition Proposal constitutes or could reasonably be expected to lead to a Company Superior Offer, (C) the board of directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisorcounsel, that the failure to take such Acquisition Proposal constitutes or is action would reasonably capable of becoming a Superior Proposalbe expected to be inconsistent with its fiduciary obligations to the Company’s stockholders under applicable law, (3D) at least two business days 24 hours prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such personPerson, the Company (1) gives Parent written notice of the identity of such person Person and of the Company's ’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such personPerson, and the Company (2) receives from such person Person, and delivers to Parent 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 Person by or on behalf of the Acquired Companies, “standstill” provisions no less favorable to the Company than the “standstill” provisions contained in the Confidentiality Agreement and containing other Table of Contents provisions no less favorable to the Company than the provisions contained in of the Confidentiality AgreementAgreement (it being understood that, for purposes of this clause “(D)(2)” only, the amendment to the Confidentiality Agreement referred to in Section 4.1(c) shall be disregarded), and (4) at least two business days prior to furnishing any such nonpublic information to such person, which shall permit the Company to comply with the terms of Section 4.3(b) and (3) furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking action taken by any Representative of any action inconsistent with Acquired Company acting or purporting to act on behalf of any of the restrictions Acquired Companies which, if taken by the Company, would constitute a breach of any of the provisions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 4.3 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The Subject to the other provisions of this Section 6.3, from and after the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement pursuant to Article 8 the Company shall not directly or indirectlynot, and shall cause the Company Subsidiaries and its and their Representatives (on behalf of the Company or the Company Subsidiaries, as applicable) not authorize or permit any of its subsidiaries, nor any of its or any of its subsidiaries' Representatives directly or indirectly to, (i) directly or indirectly initiate, solicit, initiateknowingly facilitate (including by providing access to its properties, books and records or data or any non-public information concerning the Company or any Company Subsidiary to any Third Party or group for the purpose of facilitating any inquiries, proposals or offers relating to any Company Acquisition Proposal) or knowingly encourageencourage any inquiries, induce proposal or facilitate offer that constitutes or could reasonably be expected to lead to a Company Acquisition Proposal or the makingconsummation thereof or enter into, submission continue or announcement of otherwise participate or engage in any discussions or negotiations with respect thereto, (ii) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any proposal that constitutes or could reasonably be expected to lead to any Company Acquisition Proposal, (iiiii) furnish effectuate a Company Change of Board Recommendation, (iv) enter into any information regarding merger agreement, acquisition agreement, letter of intent or other similar agreement or arrangement relating to any Company Acquisition Proposal (other than an Acceptable Confidentiality Agreement pursuant to Section 6.3(b)), (v) take any action to exempt any Person from, or make any acquisition of securities of the Company by any Person not subject to, any state takeover statute or similar statute or regulation or any similar anti-takeover provision in the Company Charter or the Company Bylaws, that applies to the Company or (vi) authorize any of, or commit, resolve or agree to do any of the foregoing. Subject to the other provisions of this Section 6.3, the Company shall, and shall cause the Company Subsidiaries and the Company’s Representatives (on behalf of the Company or the Company 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 Persons (other than Parent and its subsidiaries Affiliates and Representatives on its behalf) prior to the date hereof by the Company, the Company Subsidiaries or any of the Company’s Representatives with respect to any person Company Acquisition Proposal, (B) promptly (and, in connection with any event, within twenty-four (24) hours after the execution of this Agreement) terminate access by any Third Party to any physical or in response electronic data room relating to an any Company Acquisition Proposal or an inquiry any inquiry, proposal or indication offer that constitutes or could reasonably be expected to lead to a Company Acquisition Proposal and (C) promptly (and in any event within two Business Days after the execution of interest this Agreement) request the prompt return or destruction of any confidential information provided to any Third Party. Notwithstanding anything to the contrary contained in this Section 6.3(a), the Company and the Company’s Representatives may (A) contact any Person that has made after the date of this Agreement a bona fide, unsolicited Company Acquisition Proposal solely in order to seek to clarify and understand the terms and conditions thereof (which contact, for the avoidance of doubt, shall not include any negotiation of such terms or conditions) in order to determine whether such inquiry, proposal or offer constitutes or would reasonably be expected to lead to an Acquisition Proposal, a Superior Company Proposal and (iiiB) engage in discussions inform a Third Party that has made or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any is considering making a Company Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)6.3.

No Solicitation by the Company. (a) The Company and its subsidiaries and each of their respective affiliates, directors, officers, employees, agents and representatives (including without limitation any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries) shall not directly immediately cease any discussions or indirectlynegotiations with any other parties that may be ongoing with respect to any Company Takeover Proposal (as defined below). The Company shall not, and nor shall not it authorize or permit any of its subsidiariessubsidiaries to, nor shall it authorize or permit any of its or its subsidiaries' affiliates, directors, officers, employees, agents or representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries' Representatives ) to, directly or indirectly toindirectly, (i) solicit, initiateinitiate or encourage (including by way of furnishing information or assistance), knowingly encourageor take any other action designed to facilitate, induce any inquiries, any expression of interest or facilitate the making, submission or announcement making of any Acquisition Proposal, proposal which constitutes any Company Takeover Proposal or (ii) furnish participate in any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with regarding any person with respect to any Acquisition Company Takeover Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to if, during the adoption of this Agreement by the requisite Stockholder ApprovalInitial Period (as defined herein), this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes (i) determines in good faith that such Company Takeover Proposal is a Company Superior Proposal (as defined in Section 4.02(b)) and (ii) determines in good faith, after having taken into account the receiving advice of its outside legal counsel and Company Financial Advisorcounsel, that such Acquisition Proposal constitutes or action is reasonably capable necessary for the Board of becoming a Superior ProposalDirectors of the Company to comply with its fiduciary duties to stockholders under the DGCL, (3) at least two business days and, prior to furnishing any such nonpublic non-public information to, or entering into discussions with, to such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing with provisions no less favorable to the Company (i.e., no less restrictive with respect to the conduct of such person) than the provisions contained in the Confidentiality Agreement, and Agreement (4) at least two business days prior to furnishing any such nonpublic information to such personas defined herein), the Company furnishes may, in response to a Company Takeover Proposal not solicited in violation of this Section 4.02(a) and subject to providing prior written notice of its decision to take such nonpublic information action to Parent (to the extent such nonpublic information has not been previously furnished by "Company Notice") and compliance with Section 4.02(c), following delivery of the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(aNotice (x) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement furnish information with respect to the Company and its subsidiaries to any person making such a Superior Company Takeover Proposal (as hereinafter definedprovided that such information has been previously delivered to Parent) and (y) participate in discussions or any announcement in connection therewith) or enter into an agreement with respect to negotiations regarding such a Superior Proposal concurrently with termination pursuant to Section 8.01(j).Company Takeover Proposal. For purposes of this Agreement, "

No Solicitation by the Company. (a) The Company shall not directly or indirectly, agrees that it and shall not authorize or permit any of its subsidiaries, nor any of its or any of its subsidiaries' Representatives directly or indirectly to, Subsidiaries (i) solicitwill not (and the Company will not permit its or its Subsidiaries’ officers, initiatedirectors, knowingly encourageemployees, induce agents or facilitate the makingrepresentatives, submission including any investment banker, attorney or announcement of any Acquisition Proposal, (ii) furnish any information regarding accountant retained by the Company or any of its subsidiaries Subsidiaries, to) solicit, initiate or encourage (including by way of furnishing non-public information) any inquiry, proposal or offer (including any proposal or offer to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iiiits stockholders) engage in discussions or negotiations with any person with respect to any Acquisition Proposala third party tender offer, (iv) approvemerger, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent consolidation, business combination or similar document transaction involving any assets or class of capital stock of the Company or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information toits Subsidiaries, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated acquisition of any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors capital stock of the Company concludes in good faith, after having taken into account the advice or any of its outside legal counsel and Company Financial Advisor, Subsidiaries or a business or assets that such Acquisition Proposal constitutes constitute 5% or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice more of the identity of such person and of the Company's intention to furnish nonpublic information tonet revenues, net operating income or enter into discussions with, such person, and the Company 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 by or on behalf assets of the Company and containing provisions no less favorable 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 the as a “Company than the provisions contained Acquisition Proposal”) or participate or engage in the Confidentiality Agreement, any discussions or negotiations concerning a Company Acquisition Proposal; and (4ii) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall will immediately cease and cause to be terminated any existing discussions or negotiations with any person that relate third parties conducted heretofore with respect to any Company Acquisition Proposal. Nothing ; provided, that, subject to Section 5.3(b), nothing contained in this Section 5.04 Agreement shall prohibit prevent the Company or the Company's its Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a(A) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by to the holders of Company Common Shares if in the good faith judgment of the Company’s Board of Directors failure to make such disclosure would be inconsistent with its fiduciary duties under applicable law or violate the securities laws or the rules of the Nasdaq Stock Market or (B) providing information (pursuant to a confidentiality agreement containing provisions no less favorable to the Company than those contained in the Confidentiality Agreement and which does not contain terms that prevent the Company from taking complying with its obligations under this Section 5.3) to or engaging in any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve negotiations or resolve to approve the intention to enter into discussions with any Person or group who has made an agreement unsolicited bona fide Company Acquisition Proposal with respect to a Superior Proposal (as hereinafter defined) (all of the outstanding shares of capital stock of the Company or any announcement in connection therewith) all or enter into an agreement substantially all of the assets of the Company if, with respect to the actions set forth in clause (B), (x) in the good faith judgment of the Company’s Board of Directors, taking into account the likelihood of consummation and after consultation with its financial advisors, such Company Acquisition Proposal is reasonably likely to result in a transaction materially more favorable to the holders of the Company Common Shares from a financial point of view than the Merger and (y) the Company’s Board of Directors, after consultation with its outside legal counsel, determines in good faith that the failure to do so would be inconsistent with its fiduciary obligations under applicable law (a “Company Superior Proposal”); provided, further, however, that no Company Acquisition Proposal shall be deemed to be a Company Superior Proposal concurrently with termination pursuant if any financing required to Section 8.01(j)consummate the Company Acquisition Proposal is not committed.

No Solicitation by the Company. (a) The Company shall not directly or indirectlyExcept as otherwise provided in this Section 4.18, until the earlier of the Closing Date and shall not authorize or permit any the date of its subsidiariestermination of the Agreement, neither the Seller, the Company, nor any of its their subsidiaries nor any of the officers, directors, stockholders, agents, representatives or affiliates of the Seller, the Company or their subsidiaries (including any investment banker, attorney or accountant retained by it or any of its subsidiaries' Representatives directly or indirectly to, ) shall (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourageor take any other action designed to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal which constitutes a Takeover Proposal (as defined below), (ii) participate in any discussions or negotiations regarding any Takeover Proposal, (iii) enter into any agreement regarding any Takeover Proposal or (iv) make or authorize any statement, recommendation or solicitation in support of an Takeover Proposal. If and only to the extent that (i) the Meeting shall have not occurred, (ii) the board of directors of the Seller 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 the Seller's stockholders under applicable law, (iii) the Seller's board of directors concludes in good faith that such Takeover Proposal constitutes a Superior Proposal (as defined below), (iv) such Takeover Proposal was not solicited by it and did not otherwise result from a breach of this Section 4.18(a), and (v) the Seller provides prior written notice to Buyer of its decision to take such action, the Seller shall be permitted to (A) furnish any information regarding with respect to the Company or and any of its subsidiaries to any such person pursuant to a customary confidentiality agreement, (B) participate in connection discussions and negotiations with or in response such person, (C) subject to first making payment of the Termination Fee pursuant to Section 6.3(a)(ii) hereof, enter into an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, Agreement and (iiiD) engage effect a Change in discussions or negotiations with any person with respect to any Acquisition Proposal, Recommendation (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactionas defined below); provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two three business days prior to furnishing taking any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions actions set forth in clause (C) or (D) above, the preceding sentence by any Representative Seller's board of any directors provides Buyer written notice advising Buyer that the Seller's board of directors is prepared to conclude that such Takeover Proposal constitutes a Superior Proposal and during such three business day period the Seller and its advisors shall have negotiated in good faith with Buyer to make adjustments in the terms and conditions of this Agreement such that such Takeover Proposal would no longer constitute a Superior Proposal and the Seller's board of directors concludes in good faith that such Takeover Proposal is reasonably likely to result in a Superior Proposal. The Seller, the Company, whether or not such Representative is purporting to act on behalf of the Company, and their representatives immediately shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement parties with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)Takeover Proposal.

No Solicitation by the Company. (a) The Except as otherwise permitted by this Section 6.3, from and after the date of this Agreement until the Effective Time or if earlier, the termination of this Agreement in accordance with Article VIII, the Company shall will not, and will cause its Subsidiaries and will instruct its Representatives not to, directly or indirectly, and shall not authorize or permit any of its subsidiaries, nor any of its or any of its subsidiaries' Representatives directly or indirectly to, (i) solicit, initiate, solicit or knowingly encourage, induce or facilitate encourage the making, submission or announcement making of any Acquisition a Company Competing Proposal, (ii) engage in any discussions or negotiations with any Person with respect to a Company Competing Proposal (it being understood and agreed that ministerial acts that are not otherwise prohibited by this Section 6.3(a)) will not be deemed to “solicit,” “encourage” or “engage” for purposes of, or otherwise constitute a violation of, this Section 6.3(a), (iii) furnish any non-public information regarding the Company or any its Subsidiaries, or access to the properties, assets or employees of the Company or its subsidiaries Subsidiaries, to any person Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition a Company Competing Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any binding or nonbinding letter of intent or similar document agreement in principle, or other agreement providing for a Company Competing Proposal (other than a confidentiality agreement as provided in Section 6.3(c)(ii)), (v) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation or publicly recommend the approval or adoption of, or publicly approve or adopt, any Company Competing Proposal, (vi) fail to include the Company Board Recommendation in the Joint Proxy Statement or any Contract contemplating amendment or otherwise relating supplement thereto or (vii) fail publicly to any Acquisition Transaction; provided, however, reaffirm without qualification the Company Board Recommendation within ten (10) Business Days after the written request of Parent following a Company Competing Proposal that has been publicly announced (or such fewer number of days as remain prior to the adoption of this Agreement by the requisite Company Stockholder ApprovalMeeting, this Section 5.04 as it may be adjourned or postponed) (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth described in the preceding sentence by any Representative of any of the Companyclauses (v), whether (vi) or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach (vii) of this Section 5.04 by the Company. The 6.3(a) being referred to as a “Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board Change of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(jRecommendation”).

No Solicitation by the Company. (a) The From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.1, the Company agrees that, neither it nor any of its Subsidiaries shall, nor shall not directly or indirectly, and shall not it authorize or permit any of its subsidiariesor their respective directors, nor any of its officers, employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative of its subsidiaries' Representatives the Company or any Subsidiary (collectively, “Representatives”) to, directly or indirectly toindirectly, (i) solicit, initiate, cause, knowingly encourageencourage or knowingly facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposal, proposal or offer that constitutes or is reasonably likely to lead to a Company Takeover Proposal or (ii) participate in any discussions or negotiations regarding any Company Takeover Proposal, or furnish any information regarding the Company or any of its subsidiaries to any person any information in connection with or in response to an Acquisition furtherance of, any Company Takeover Proposal or an inquiry or indication (it being understood that providing non-public information in the ordinary course of interest that would reasonably be expected to lead to an Acquisition Proposalbusiness will not, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposaland of itself, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption constitute a violation of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent5.2(a)). Without limiting the generality of the foregoing, the Company acknowledges and agrees it is agreed that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of the Company or any of the Company, whether or not such Representative is purporting to act on behalf of the Company, its Subsidiaries shall be deemed to constitute a breach of this Section 5.04 5.2(a) by the Company. The Company shall, and shall cause its Subsidiaries and instruct its Representatives to, immediately cease and cause to be terminated any all then-existing discussions or negotiations with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement conducted with respect to any Company Takeover Proposal and request the prompt return or destruction of all confidential information previously furnished. Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval (and in no event after obtaining such Company Stockholder Approval), in response to an unsolicited bona fide written Company Takeover Proposal made after the date hereof that the Company Board determines in good faith (after receiving the advice of a financial advisor of nationally recognized reputation and its outside counsel) constitutes or is reasonably likely to constitute or result in a Company Superior Proposal Proposal, the Company may, if the Company Board determines in good faith (as hereinafter definedafter receiving the advice of its outside counsel) that there is a reasonable probability that the failure to take such action would be inconsistent with its fiduciary duties to the Company under applicable Law, and subject to compliance with Section 5.2(c) (or any announcement in connection therewithprovided that the Company shall be required to give Parent at least 12 hours prior written notice of such determination), (A) or enter into an agreement furnish information with respect to a Superior the Company and its Subsidiaries to the person making such Company Takeover Proposal (and its Representatives) pursuant to an Acceptable Confidentiality Agreement; provided that, subject to the right of the Company to withhold information where such disclosure would contravene any applicable Law, all such information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, prior to or substantially concurrently with termination pursuant or promptly after the time it is provided or made available to Section 8.01(j)such person, as the case may be, and (B) participate in discussions or negotiations with the person making such Company Takeover Proposal (and its Representatives) regarding such Company Takeover Proposal.

No Solicitation by the Company. (a) The Company 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 subsidiariesdirector, nor any of its officer, employee, investment banker, financial advisor, attorney, accountant or other representative (collectively, "REPRESENTATIVES") retained by it or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly tothrough another Person, (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourageor take any other action to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal that constitutes, (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would may reasonably be expected to lead to an Acquisition Proposalto, any Takeover Proposal or (iiiii) engage enter into, continue or otherwise participate in any discussions or negotiations with regarding, or furnish to any person Person any information with respect to to, any Acquisition Takeover Proposal, (iv) approvebut, endorse or recommend if, at any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that time prior to the adoption acceptance for payment of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the shares of Company from furnishing nonpublic information to, or entering into discussions with, any person in response Common Stock pursuant to an unsolicited bona fide Acquisition Proposal that is submitted and subject to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any conditions of the restrictions set forth in this Section 5.04 in any material respectOffer (the "SPECIFIED DATE"), (2) a majority of the Board members of Directors the board of directors of the Company concludes determine in good faith, faith (after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisor, counsel) that such Acquisition Proposal constitutes or is reasonably capable of becoming failure to do so would be a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice breach of the identity of such person and fiduciary duties of the Company's intention board of directors to furnish nonpublic information tothe Company's stockholders under applicable law, or enter into discussions with, such person, and the Company receives from such person an executed confidentiality agreement containing customary limitations on may, in response to a Takeover Proposal that a majority of the use and disclosure members of all nonpublic written and oral information furnished to such person by or on behalf the board of directors of the Company determine in good faith is or is reasonably likely to result in a Superior Proposal and containing provisions no less favorable which Takeover Proposal was not solicited by it in breach of this Section 5.3 or which did not otherwise result from a breach of this Section 5.3, and subject to providing prior written notice of its decision to take such action to the Parent and compliance with Section 5.3(c), (x) furnish information with respect to the Company and its Subsidiaries to any Person making such Takeover Proposal pursuant to a customary confidentiality agreement (but if such confidentiality agreement contains provisions that are less restrictive than the provisions comparable provision in, or omits restrictive provisions, contained in the Confidentiality Agreement, dated September 2, 2003 between the Parent and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by "CONFIDENTIALITY AGREEMENT"), then the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, Confidentiality Agreement shall be deemed amended to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease contain only such less restrictive provisions or to omit such restrictive provisions as applicable) and cause to be terminated any existing (y) participate in discussions with any person that relate to any Acquisition or negotiations regarding such Takeover Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The Company shall not directly or indirectlyshall, and it shall not authorize cause the Company Subsidiary and each officer, employee, agent and representative (including without limitation any investment banker, financial advisor, attorney, accountant or permit other representative retained by the Company or the Company Subsidiary) (each, a “Representative”) of the Company and the Company Subsidiary to, immediately cease any discussions or negotiations with any other parties conducted heretofore (other than Parent and the Purchaser) with respect to any Takeover Proposal (as defined below). The Company shall, and it shall require the Company Subsidiary and the Representatives to, promptly after the Company Stockholder Approval, require any party that previously received any confidential information of its subsidiariesthe Company or the Company Subsidiary in connection with any Takeover Proposal to immediately return or destroy such information. The Company shall not, nor any of its shall it permit the Company Subsidiary or any Representative of its subsidiaries' Representatives the Company or the Company Subsidiary to, directly or indirectly tothrough another person, (i) solicit, initiateinitiate or encourage (including by way of furnishing non-public information), knowingly encourageor take any other action to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposal, proposal that constitutes a Takeover Proposal or (ii) furnish solicit, initiate, encourage, facilitate or otherwise participate in any information regarding discussions or negotiations regarding, or otherwise cooperate in any way with, any Takeover Proposal. Without limiting the foregoing, it is agreed that any violation of the foregoing by any Representative of the Company, any Representative of the Company Subsidiary or the Company Subsidiary shall be a violation of this Section by the Company. Notwithstanding the foregoing, at any time prior to receipt of its subsidiaries to any person in connection with or Company Stockholder Approval, in response to an Acquisition a bona fide written Takeover Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines in good faith, after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisora financial advisor of nationally recognized reputation, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior likely to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect lead to a Superior Proposal (as hereinafter defineddefined below), and which Takeover Proposal was not solicited in violation of this Agreement and did not otherwise result from a breach of this Section 4.02(a), the Company may, if the Company Board determines in good faith (after consultation with outside counsel) that it is required to do so in order to comply with its fiduciary duties to the stockholders of the Company under applicable law, and after providing written notice of its decision to take such action to Parent (or any announcement in connection therewiththe “Company Notice”) or enter into an agreement and compliance with Section 4.02(c), following delivery of the Company Notice: (x) furnish information with respect to the Company to any person making such a Superior Takeover Proposal concurrently with termination pursuant to a customary confidentiality agreement not less restrictive of such person as the Confidentiality Agreement (as defined in Section 8.01(j5.02) between the Company and Parent (as reasonably determined by the Company after consultation with its outside counsel), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such person, and (y) participate in discussions or negotiations with such person regarding such a Takeover Proposal. For purposes of this Agreement, “Takeover Proposal” means any inquiry, proposal or offer from any person relating to any (v) direct or indirect acquisition or purchase of a business that constitutes 15% or more of the net revenues, net income or assets of the Company or the Company Subsidiary, (w) direct or indirect acquisition or purchase of 15% or more of any class of equity securities of the Company or the Company Subsidiary, (x) tender offer or exchange offer that if consummated would result in any person beneficially owning (as defined in Rule 13d–3 under the Exchange Act) 15% or more of any class of equity securities of the Company or the Company Subsidiary, (y) “Rule 13(e)(3) transaction” as defined in Rule 13e-3(a)(3) under the Exchange Act with respect to the Company, regardless of the form of such transaction or (z) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or the Company Subsidiary, other than the Transactions.

No Solicitation by the Company. (a) The Company 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 subsidiariesofficers, nor directors, employees, agents or representatives (including, without limitation, any of its investment banker, attorney or accountant retained by it or any of its subsidiaries' Representatives 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), knowingly encourageor take any action designed to facilitate, induce directly or facilitate the makingindirectly, submission any inquiry, proposal or announcement of offer (including, without limitation, any Acquisition Proposal, (iiproposal or offer to its stockholders) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposala tender or exchange offer, (iv) approvemerger, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent consolidation, business combination, purchase or similar document transaction or any Contract contemplating series of transactions (other than the transactions contemplated by this Agreement) involving, individually or otherwise relating to any Acquisition Transaction; providedin the aggregate, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, 15% or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any more of the restrictions set forth in this Section 5.04 in any material respectassets, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes net revenues or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf net income of the Company and containing provisions no less favorable to its Subsidiaries on a consolidated basis or 15% or more of any class of capital stock of the Company than the provisions contained (any such proposal, offer or transaction being hereinafter referred to as a "Company Acquisition Proposal") or cooperate with or assist, participate or engage in the Confidentiality Agreement, any discussions or negotiations concerning a Company Acquisition Proposal; and (4ii) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall it will immediately cease and cause to be terminated any existing discussions negotiations with any person that relate parties conducted heretofore with respect to any Acquisition Proposal. Nothing of the foregoing; provided that nothing contained in this Section 5.04 Agreement shall prohibit prevent the Company or the Company's its Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a(A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Acquisition Proposal or (or any similar communications in connection with B) prior to the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(jCutoff Date (as defined herein), including having providing information (pursuant to a confidentiality and standstill agreement in reasonably customary form with terms at least as favorable to the Company as the Confidentiality and Standstill Agreement dated April 24, 2000, between Parent and the Company (the "Confidentiality and Standstill Agreement") and which does not contain terms that prevent the Company from complying with its obligations under this Section 7.2) to or engaging in any negotiations or discussions with any person or entity who has made an unsolicited bona fide written Company Acquisition Proposal with respect to all the outstanding capital stock of the Company or all or substantially all the assets of the Company that, in the good faith judgment of the Board of Directors take such actions as are necessary of the Company, 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 promptly provided to approve or resolve Parent, is superior to approve the intention Merger (a "Company Superior Proposal"), to enter into an agreement the extent the Board of Directors of the Company, after consultation with respect its outside legal counsel, determines that the failure to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement do so would be inconsistent with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)its fiduciary obligations.

No Solicitation by the Company. (a) The the Company 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 subsidiariesdirectors, nor officers or employees or any of its investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly tothrough another person, (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourageor take any other action to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal (as defined below) or (ii) participate in any discussions or negotiations regarding any Takeover Proposal; provided, however, that if, at any time prior to the date of the Company Stockholders Meeting (the "Applicable Period"), the Board of ----------------- Directors of the Company determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, the Company and its representatives may, in response to a Superior Proposal which was not solicited by it or which did not otherwise result from a breach of this Section 5.2(a), and subject to providing prior written notice of its decision to take such action to Lucent and compliance with Section 5.2(c), (x) furnish information with respect to the Company and its Subsidiaries to any information person making a Superior Proposal pursuant to a customary confidentiality agreement (as determined by the Company after consultation with its outside counsel) and (y) participate in discussions or negotiations regarding such Superior Proposal. For purposes of this Agreement, "Takeover Proposal" means any inquiry, proposal ----------------- or offer from any person relating to any direct or indirect acquisition or purchase of 15% or more of the assets of the Company and its Subsidiaries, taken as a whole, or 15% or more of any class or series of equity securities of the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions withSubsidiaries, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) offer that if consummated would result in any person beneficially owning 15% or from making more of any disclosure required by applicable law class or from taking series of equity securities of the Company or any action of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)this Agreement.

No Solicitation by the Company. (a) The Company shall not directly or indirectlyExcept as otherwise provided in this Section 4.3, until the earlier of the Effective Time and shall not authorize or permit any the date of its subsidiariestermination of this Agreement, neither the Company, nor any of its Subsidiaries or any of the officers, directors, agents, or representatives of it or its Subsidiaries (including any investment banker, attorney or accountant retained by it or any of its subsidiaries' Representatives directly or indirectly to, Subsidiaries) shall (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourageor take any other action designed to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal which constitutes a Company Takeover Proposal (as defined in this Section 4.3), (ii) furnish participate in any information discussions or negotiations regarding the any Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Takeover Proposal, (iii) engage in discussions enter into any agreement regarding any Company Takeover Proposal or negotiations with any person with respect to any Acquisition Proposal, (iv) approvemake or authorize any statement, endorse recommendation or recommend solicitation in support of any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior Company Takeover Proposal. If and only to the adoption of this Agreement by extent that (i) the requisite Stockholder Approval, this Section 5.04 (a) Company Stockholders Meeting shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respectoccurred, (2ii) the Board of Directors of the Company concludes determines in good faith, after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisorcounsel, that such Acquisition Proposal constitutes or it is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior necessary to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of do so in order to comply with its fiduciary duties to the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the stockholders under applicable law in light of a bona fide Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information Takeover Proposal that has not been previously furnished withdrawn, (iii) such Company Takeover Proposal was not solicited by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges it and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or did not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute otherwise result from a breach of this Section 5.04 by 4.3(a), and (iv) the Company. The Company provides prior written notice to Parent of its decision to take such action, the Company shall immediately cease and cause be permitted to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a(A) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement furnish information with respect to the Company and any of its Subsidiaries to such Person pursuant to a Superior Proposal customary confidentiality agreement, (B) participate in discussions and negotiations with such Person and (C) effect a Change in the Company Recommendation (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(jdefined below).

No Solicitation by the Company. (a) The From and after the date of this Agreement, the Company 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 subsidiariesofficer, nor any of its director, employee, investment banker, attorney, accountant or other agent or advisor or representative (collectively, the “Representatives”) of, the Company or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly toindirectly, (i) solicit, initiate, knowingly encourage, induce initiate or take any action to encourage or facilitate the making, submission or announcement of any Acquisition Company Takeover Proposal, (ii) furnish enter into any agreement with respect to any Company Takeover Proposal, (iii) other than informing persons of the existence of this Section 5.2, enter into or participate in any discussions or negotiations with, provide any information regarding the Company or its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its subsidiaries to any person in connection Subsidiaries to, or otherwise cooperate with or in response assist, any third party that that is seeking to an Acquisition make or has made a Company Takeover Proposal or an inquiry (iv) grant any waiver or indication of interest that would reasonably be expected to lead to an Acquisition Proposalrelease under any standstill or similar agreement, (iii) engage in discussions or negotiations with any person under the Company Rights Plan, with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter class of intent or similar document equity securities of the Company or any Contract contemplating or otherwise relating to any Acquisition Transactionof its Subsidiaries; provided, however, that prior to the adoption receipt of this Agreement by the requisite Stockholder Shareholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited a bona fide Acquisition written Company Takeover Proposal made after the date hereof that is submitted to was not solicited by the Company by such person (and not withdrawn) if (1) neither the Company nor Company, any of its Subsidiary or any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes or its Subsidiaries, if the Company Board determines in good faith, faith after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisorits financial advisor, that (A) such Acquisition Company Takeover Proposal constitutes or is reasonably capable of becoming likely to lead to a Company Superior Proposal, and (3B) at least two business days prior failing to furnishing take any such nonpublic information to, or entering into discussions with, such personaction would be inconsistent with the fiduciary duties of the Company Board, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf Representatives of the Company and containing provisions no less favorable may (after entering into an Acceptable Confidentiality Agreement) provide any non-public information regarding the Company to the third party making such Company than the provisions contained in the Confidentiality Agreement, and Takeover Proposal (4) at least two business days prior to furnishing any provided that all such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent that such nonpublic information has not been previously furnished by the Company provided or made available to Parent). Without limiting ) is provided or made available to Parent, as the generality of case may be, prior to or substantially concurrently with the foregoing, the time it is provided or made available to such third party) or engage in any negotiations or substantive discussions with such Person regarding such Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the CompanyTakeover Proposal. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions with or negotiations by the Company, any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit Subsidiary of the Company or any Representative of the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or , with any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement parties conducted heretofore with respect to a Superior Proposal (as hereinafter defined) any of the foregoing and shall use its reasonable best efforts to cause any such party (or its agents or advisors) in possession of confidential information about the Company or any announcement in connection therewith) of its Subsidiaries that was furnished by or enter into an agreement with respect on behalf of the Company, its Subsidiaries or any of their respective Representatives to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)return or destroy all such information.

No Solicitation by the Company. (a) The Subject to Sections 5.7(b)-(f), the Company agrees that neither it nor any subsidiary of the Company shall, and that it shall direct its and their respective officers, directors, employees, agents and representatives, including any investment banker, attorney or accountant retained by it or any of its subsidiaries ("Representatives") not to, directly or indirectly, and shall not authorize or permit any of its subsidiaries, nor any of its or any of its subsidiaries' Representatives directly or indirectly to, (i) initiate, solicit, initiateknowingly encourage (including by providing information) or knowingly facilitate any inquiries, knowingly encourageproposals or offers with respect to, induce or facilitate the makingmaking or completion of, submission or announcement of any Acquisition a Company Alternative Proposal, (ii) furnish engage or participate in any negotiations concerning, or provide or cause to be provided any non-public information regarding or data relating to the Company or any of its subsidiaries in connection with, or have any discussions (other than to state that they are not permitted to have discussions) with any person in connection with relating to, an actual or in response proposed Company Alternative Proposal, or otherwise knowingly encourage or knowingly facilitate any effort or attempt to an Acquisition Proposal make or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition implement a Company Alternative Proposal, (iii) engage approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in discussions principle, merger agreement, acquisition agreement, option agreement or negotiations with any person with respect other similar agreement relating to any Acquisition Company Alternative Proposal, (iv) approveamend or grant any waiver or release under any standstill or similar agreement, endorse or recommend any Acquisition Proposal or (v) enter into approve any letter transaction by which any third party would otherwise have become an "interested stockholder" under Section 3-601 of intent the MGCL, or similar document or (vi) agree to do any Contract contemplating or otherwise relating to any Acquisition Transactionof the foregoing; provided, however, that prior to the adoption of this Agreement it is understood and agreed that any determination or action by the requisite Stockholder Approval, this Company Board permitted under Sections 5.7(c) or (d) or Section 5.04 (a7.1(c)(iii) shall not prohibit the Company from furnishing nonpublic information to, be deemed to be a breach or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any violation of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent5.7(a). Without limiting the generality of the foregoing, the The Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of the Company or any of the Company, whether or not such Representative is purporting to act on behalf of the Company, its subsidiaries shall be deemed to constitute a breach of this Section 5.04 5.7(a) by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The Company shall not directly or indirectlynot, and nor shall not authorize or it permit any of its subsidiariesSubsidiaries, nor any of its directors, officers, employees, attorneys, accountants or financial advisors or other representative retained by it or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly tothrough another Person, (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourageor take any other action to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal that constitutes, (ii) furnish any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would may reasonably be expected to lead to an Acquisition to, any Takeover Proposal, or (iiiii) engage participate in any discussions or negotiations with regarding any person with respect to any Acquisition Takeover Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that if at any time prior to the adoption of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a) shall not prohibit obtaining the Company from furnishing nonpublic -------- ------- Stockholder Approval at the Company Stockholders Meeting, the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that the failure to provide such information toor participate in such negotiations or discussions would result in the breach of the fiduciary duties of the Board of Directors of the Company to the Company's stockholders under applicable Law, or entering into discussions withthen the Company and its representatives may, any person in response to an unsolicited bona fide Acquisition any such written proposal that has been determined by it to be a Superior Proposal or a Takeover Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, faith that there is a reasonable likelihood that such Acquisition Takeover Proposal constitutes or is reasonably capable of becoming could constitute a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, which was not solicited by it or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company receives which did not otherwise result 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j5.2(a), including having the Board and subject to providing at least three business days prior written notice of Directors its decision to take such actions as are necessary action to approve or resolve to approve the intention to enter into an agreement Parent and compliance with Section 5.2(c), (x) furnish information with respect to the Company and its Subsidiaries to any Person making such a Superior Proposal (as hereinafter defined) (or Takeover Proposal pursuant to a customary confidentiality agreement containing terms no less restrictive than the terms of the confidentiality agreement entered into between the Company and Parent or any announcement Affiliate thereof provided that a copy of all such information is delivered simultaneously to Parent, after consultation with its outside counsel, and (y) participate in connection therewith) discussions or enter into an agreement with respect to a negotiations regarding such Superior Proposal concurrently with termination pursuant to Section 8.01(j)or Takeover Proposal.

No Solicitation by the Company. (a) The Company agrees that, from and 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 directors of it or its Subsidiaries, nor its or their employees, investment bankers, attorneys, accountants, financial advisors, agents or other representatives (collectively, “Company Representatives”), shall not directly or indirectly, and shall not authorize initiate, encourage, solicit or permit otherwise induce any inquiries or the making of a Company Acquisition Proposal (as defined below). The Company further agrees that neither it nor any of its subsidiaries, Subsidiaries nor any of its or any of its subsidiaries' Subsidiaries’ officers or directors shall, and that it shall direct and use its best efforts to cause its Representatives not to, directly or indirectly toindirectly, (i) solicit, initiate, knowingly encourage, induce have any discussions with or facilitate the making, submission provide any confidential information or announcement of any Acquisition Proposal, (ii) furnish any information regarding the Company or any of its subsidiaries data to any person in connection with or in response Person relating to an a Company Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an engage in any negotiations concerning a Company Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of nothing contained in this Agreement by shall prevent the requisite Stockholder Approval, this Section 5.04 Company or its Board of Directors from (a) shall not prohibit making any disclosure to its stockholders if, in the Company from good faith judgment of its Board of Directors, failure so to disclose would be inconsistent with its obligations under applicable law; Section 6.5 negotiating with or furnishing nonpublic information to, or entering into discussions with, to any person in response to an unsolicited Person who has made a bona fide written Company Acquisition Proposal that is submitted which did not result from a breach of this Section 6.4; or Section 6.6 recommending such Company Acquisition Proposal to its stockholders, if and only to the extent that, in the case of actions referred to in clause (b) or clause (c), such Company by such person Acquisition Proposal is a Superior Proposal (as defined below) and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, Parent is given at least two (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent days’ written notice of the identity of such person the third party and all material terms and conditions of the Company's intention Superior Proposal to furnish nonpublic information to, or enter into discussions with, such person, and the Company receives from such person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished respond to such person by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the CompanySuperior Proposal. The Company shall agrees that it will, on the date hereof, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person that relate Person conducted heretofore with respect to any Company Acquisition Proposal. Nothing contained in this Section 5.04 Agreement shall prohibit prevent the Company or the Company's Board of Directors of the Company from taking and disclosing to the Company's stockholders a position contemplated by Rules complying with Rule 14d-9 and 14e-2(a) Rule 14e-2 promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of regard to a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having Company Acquisition Proposal; provided that the Board of Directors take such actions as are necessary to approve or resolve to approve of the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement Company shall not recommend that the stockholders of the Company tender their shares in connection therewith) or enter into an agreement with respect a tender offer except to the extent the Board of Directors of the Company determines in its good faith judgment that such a Superior Proposal concurrently recommendation is required to comply with termination pursuant the fiduciary duties of the Board of Directors of the Company to Section 8.01(j)stockholders under applicable law, after receiving the advice of outside legal counsel.

No Solicitation by the Company. (a) The Company shall not directly or indirectlynot, and nor shall not it permit any Company Subsidiary to, nor shall it authorize or knowingly permit any of its subsidiariesofficer, nor any of its director or employee of, or any of its subsidiaries' Representatives directly investment banker, attorney or indirectly other advisor or representative of, the Company or any Company Subsidiary to, (i) directly or indirectly solicit, initiateinitiate or encourage the submission of, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition ProposalCompany Takeover Proposal (as defined in Section 5.2(f)), (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish any information regarding the Company or any of its subsidiaries to any person in connection any information with respect to, or in response take any other action to an Acquisition Proposal facilitate any inquiries or an inquiry the making of any proposal that constitutes, or indication of interest that would may reasonably be expected to lead to an Acquisition to, any Company Takeover Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to receipt of the adoption Company Shareholder Approval (the "Company Applicable Period"), if the Company receives a proposal or offer that was not solicited by the Company and that did not otherwise result from a breach or deemed breach of this Agreement by the requisite Stockholder Approval, this Section 5.04 (a5.2(a) shall not prohibit and that the Company from furnishing nonpublic Board believes in good faith could result in a third party making a Company Superior Proposal (as defined in Section 5.2(b)), and subject to compliance with Section 5.2(c), the Company may (A) furnish information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted with respect to the Company by to the person making such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes in good faith, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes a proposal or is reasonably capable of becoming offer pursuant to a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company receives from such person an executed customary confidentiality agreement containing customary limitations on the use and disclosure terms of all nonpublic written and oral information furnished to such person by or on behalf of the Company and containing provisions which shall be no less favorable to the Company than the provisions contained terms of the Confidentiality Agreement (as defined in the Confidentiality Agreement, Newport/Avondale Agreement hereto and (4B) at least two business days prior to furnishing any participate in discussions or negotiations with such nonpublic information to person regarding such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent)proposal or offer. Without limiting the generality of the foregoing, the Company acknowledges and agrees it is agreed that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any executive officer of the CompanyCompany or any Company Subsidiary or any affiliate, whether director or not such Representative is purporting to act on behalf investment banker, attorney or other advisor or representative of the CompanyCompany or any Company Subsidiary, shall be deemed to constitute be a breach of this Section 5.04 5.2(a) by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in For purposes of this Section 5.04 shall prohibit Agreement, assuming the Company or continued accuracy of the Company's Board representations contained in Section 3.20 of Directors from taking and disclosing this Agreement, the Newport News/Avondale Agreement shall not be deemed to the Company's stockholders be a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)"Company Takeover Proposal".

No Solicitation by the Company. (a) The From the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with the terms hereof, the Company shall not directly or indirectlynot, and nor shall not authorize or it permit any of its subsidiariesofficers, nor directors or employees or any investment banker, financial advisor, attorney, accountant, agent or other representative retained by it or by any of its or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly to, through any representative or otherwise (i) solicitsolicit or initiate the submission of, initiate, knowingly encourage, induce or facilitate any Takeover Proposal involving the making, submission or announcement of any Acquisition ProposalCompany (as hereafter defined), (ii) furnish enter into any information regarding agreement with respect to any Takeover Proposal involving the Company or any of its subsidiaries (other than a confidentiality agreement to the extent information is permitted to be furnished to any person pursuant to this Section 4.2(a)), or (iii) participate in connection any discussions or negotiations regarding, or furnish to any person any information with respect to, or in response take any other action to an Acquisition Proposal facilitate knowingly any inquiries or an inquiry the making of any proposal that constitutes, or indication of interest that would may reasonably be expected to lead to an Acquisition Proposalto, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Takeover Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactioninvolving the Company; provided, however, that prior that, nothing contained in this Agreement shall prevent the Company or its Board of Directors from (i) complying with Rules 14-d(9) and 14-e(2) under the Exchange Act or publicly disclosing the existence of a Takeover Proposal involving the Company to the adoption of this Agreement extent required by the requisite Stockholder Approval, this Section 5.04 applicable law or (aii) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions or negotiations with, any person or entity in response to connection with an unsolicited bona fide Acquisition Takeover Proposal that is submitted to involving the Company by such person or entity, if, (and not withdrawnx) if (1) neither the Company nor any Representative shall have violated any failure to take such action would, in the good faith judgment of the restrictions set forth in this Section 5.04 in any material respectBoard of Directors of the Company, (2) taking into consideration the advice of corporate counsel of the Company, violate the fiduciary duties of the Board of Directors of the Company concludes in good faithto the Company's stockholders under applicable law, after having taken into account the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3y) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions withentity, such person, and the Company Board of Directors receives from such person or entity an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person by or on behalf of the Company and containing with provisions no not less favorable to the Company than the provisions those contained in the Confidentiality Agreement (as defined below). For purposes of this Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)."

No Solicitation by the Company. (a) The Company shall not directly or indirectlyshall, and it shall not cause the Company Subsidiary to, and it shall use its reasonable best efforts to cause each of the Company’s and the Company’s Subsidiary’s respective affiliates, directors, officers, employees, agents and representatives (including without limitation any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries, but excluding each of the Parent Equity Sponsors (as defined in Section 8.03), Xxxxxxx X. X’Xxxxx and any investment banker, financial advisor, attorney, accountant or other representative retained by Xxxxxxx X. X’Xxxxx or any of the Parent Equity Sponsors) to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Company Takeover Proposal (as defined below). The Company shall, and it shall cause the Company Subsidiary to, promptly after the Company Stockholder Approval, require any party that previously received any confidential information of the Company or the Company Subsidiary in connection with any Company Takeover Proposal to immediately return or destroy such information. The Company shall not, nor shall it permit the Company Subsidiary to, nor shall it authorize or permit any of its subsidiariesor the Company Subsidiary’s directors, nor any of its officers or employees or any of its subsidiaries' Representatives investment banker, financial advisor, attorney, accountant or other representative retained by it or the Company Subsidiary to, directly or indirectly tothrough another person, (i) solicit, initiate, knowingly encourage, induce encourage or facilitate (including by way of furnishing non-public information) any inquiries or the making, submission or announcement making of any Acquisition Proposal, proposal which constitutes any Company Takeover Proposal or (ii) furnish solicit, initiate, encourage, facilitate or otherwise participate in any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with regarding any person with respect to any Acquisition Company Takeover Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that if, at any time prior to the adoption receipt of this Agreement by the requisite Company Stockholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines in good faith, after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisorcounsel, that such Acquisition Proposal constitutes or it is reasonably capable required in order to comply with its fiduciary duties to the stockholders of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such personthe Company under applicable law, the Company gives Parent written notice of the identity of such person and of the Company's intention may, in response to furnish nonpublic information to, or enter into discussions with, such person, and the a Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained Takeover Proposal not solicited in the Confidentiality Agreement, and (4) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person 4.02(a) that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing believes in good faith could reasonably be expected to the Company's stockholders result in a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Company Superior Proposal (as hereinafter defineddefined in Section 4.02(b)), subject to providing prior written notice of its decision to take such action to Parent (the “Company Notice”) and compliance with Section 4.02(c), following delivery of the Company Notice (or any announcement in connection therewithx) or enter into an agreement furnish information with respect to the Company to any person making such a Superior Company Takeover Proposal concurrently with termination pursuant to Section 8.01(ja customary confidentiality agreement (as determined by the Company after consultation with its outside counsel)., provided that, such information is also provided to Parent at or before such time, and (y) participate in discussions or negotiations regarding such a Company Takeover Proposal. For purposes of this Agreement, “

No Solicitation by the Company. (a) The Except as provided in Section 4.5(b), the Company agrees that, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 6.1, the Company 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 subsidiariesdirectors, nor officers or employees or any of its representative retained by it (including the Company's Financial Advisor) or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly tothrough another Person, (i) solicit, initiate, knowingly encourage, induce request or take any other action to facilitate (including by way of furnishing non-public information) any inquiries or the making, submission or announcement making of any Acquisition Proposalproposal or offer from any third party other than the Parent or its Affiliates regarding any merger, sale of substantial assets, sale or purchase of (iior right to sell or purchase) furnish any information regarding shares of capital stock (other than pursuant to the exercise of stock options outstanding on the date of this Agreement) or similar transactions involving the Company or any of its subsidiaries to any person in connection with or in response to Subsidiaries (an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an "Acquisition Proposal, ") or (iiiii) engage participate in any -------------------- discussions or negotiations with any person with respect to regarding any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, -------- however, that prior to the adoption of this Agreement by the requisite Stockholder Approvalif, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information toat any time, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines ------- in good faith, after having taken into account the consultation with and receipt of advice of its from outside legal counsel and Company Financial Advisorcounsel, that it is necessary to do so in order to act in a manner consistent with its fiduciary duties to the Company's stockholders under applicable law, the Company may, in response to what the Board of Directors determines, in good faith after consultation with and receipt of advice from outside counsel, is reasonably likely to lead to a Superior Proposal (as defined below) and subject to delivering a Company Notice (as defined in paragraph (c) below) and compliance with the other provisions of paragraph (c) below, following delivery of the Company Notice (x) furnish information with respect to the Company and its Subsidiaries to any Person making such Acquisition Proposal constitutes or is reasonably capable of becoming pursuant to a Superior Proposal, (3) at least two business days prior to furnishing any confidentiality agreement entered into between such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, Person and the Company 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 by or on behalf of the Company and containing provisions with terms no less favorable to the Company than the provisions those contained in the Confidentiality Agreement, Section 4.2 of this Agreement and (4y) at least two business days prior to furnishing any participate in discussions or negotiations regarding such nonpublic information to such personAcquisition Proposal. Immediately following the execution and delivery of this Agreement by the parties hereto, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately will cease and cause to be terminated any existing activities, discussions or negotiations with any person parties conducted with respect to the foregoing. Promptly following the execution of this Agreement by the parties hereto, the Company will request each Person that relate has, prior to any the date of this Agreement, executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or the Company's Board any of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)its Subsidiaries.

No Solicitation by the Company. (a) The Company and the Company Subsidiary and each of their respective affiliates, directors, officers, employees, agents and representatives (including without limitation any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries) shall not directly immediately cease any discussions or indirectlynegotiations with any other parties that may be ongoing with respect to the possibility or consideration of any Company Takeover Proposal (as defined below). From the date of this Agreement through the Effective Time, and the Company shall not not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any of its or its subsidiaries' directors, nor officers or employees or any of its investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries' Representatives subsidiaries to, directly or indirectly tothrough another person, (i) solicit, initiateinitiate or encourage (including by way of furnishing information or assistance), knowingly encourageor take any other action designed to facilitate or that is likely to result in, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal which constitutes, or is reasonably likely to lead to, any Company Takeover Proposal (as defined below), (ii) furnish enter into any information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any person agreement with respect to any Acquisition proposal for a Company Takeover Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (viii) enter into participate in any letter of intent discussions or similar document or negotiations regarding any Contract contemplating or otherwise relating to any Acquisition TransactionCompany Takeover Proposal; provided, however, that prior to the adoption of this Agreement by the requisite Stockholder Approvalif, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information toat any time, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines in good faith, after having taken into account consultation with outside counsel, that it would be inconsistent with the Board's fiduciary duties to the Company and its stockholders or otherwise breach or violate applicable law (based on the advice of its outside legal counsel and Company Financial Advisor, that such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, (3) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions with, such personcounsel), the Company gives Parent may, in response to a bona fide, written Company Takeover Proposal not solicited in violation of this Section 4.02(a) that the Board of Directors of the Company believes in good faith would result in a Company Superior Proposal (as defined in Section 4.02(b)), subject to providing 48 hour prior written notice of its decision to take such action to Parent and identifying the identity person making the proposal and all the material terms and conditions of such person proposal (the "Company Notice") and compliance with Section 4.02(c), following delivery of the Company's intention Company Notice (i) furnish information with respect to furnish nonpublic information to, or enter into discussions with, such person, and the Company receives from to any person making such person an executed a Company Takeover Proposal pursuant to a customary confidentiality agreement containing customary limitations (as determined by the Company after consultation with its outside counsel) on the use and disclosure of all nonpublic written and oral information furnished terms no more favorable to such person by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions terms contained in the Confidentiality Agreement, Agreement between Company and Parent (4) at least two business days prior to furnishing any provided that such nonpublic information to such person, confidentiality agreement may omit a standstill provision if the Company furnishes Notice contains a release of Parent from any standstill obligation, if such nonpublic information to Parent (to the extent such nonpublic information standstill provision has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).not

No Solicitation by the Company. (a) Upon execution of this Agreement, the Company shall immediately terminate any discussions with any Person (other than Parent and its representatives) concerning an Acquisition Proposal. The Company shall not not, directly or indirectly, and shall not authorize through any officer, director, financial advisor, attorney, representative, subsidiary or permit any agent of its subsidiaries, nor any of its or any of its subsidiaries' Representatives directly or indirectly tothe Company, (i) take any action to solicit, initiate, knowingly encouragefacilitate, induce continue or facilitate the making, submission or announcement of encourage any Acquisition Proposal, (ii) furnish engage in negotiations or discussions (whether such discussions or negotiations are initiated by the Company, such other Person or otherwise) concerning, or provide any non-public information regarding the Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Person relating to, any possible Acquisition Proposal, (iii) engage in discussions or negotiations enter into an agreement with any person with respect to Person providing for a possible Acquisition Proposal or make any public statement, recommendation or solicitation in support of any possible Acquisition ProposalProposal by any Person, in each case other than Parent and Merger Sub, or (iv) approve, endorse or recommend any Acquisition Proposal or (v) agree to enter into any a letter of intent or similar document concerning, or any Contract contemplating or otherwise relating to recommend, any Acquisition TransactionProposal; provided, however, that prior to the adoption of nothing contained in this Agreement by shall prevent the requisite Stockholder ApprovalCompany, this Section 5.04 (a) shall not prohibit the Company or its Board of Directors, from furnishing nonpublic non-public information to, or entering into discussions or negotiations with, any person Person in response to connection with an unsolicited unsolicited, bona fide fide, written Acquisition Proposal that is submitted by such Person or recommending an unsolicited, bona fide, written Acquisition Proposal by such Person to the Company by such person (stockholders of the Company, if and not withdrawn) if only to the extent that, (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes determines in good faith, faith (after having taken into account the advice of its outside consultation with independent financial and legal counsel and Company Financial Advisor, advisors) that such Acquisition Proposal constitutes or is reasonably capable of becoming likely to result in a Superior ProposalProposal and the Board of Directors of the Company determines in good faith (after consultation with independent legal advisors) that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law, and (32) at least two business days prior to furnishing any such nonpublic non-public information to, or entering into discussions or negotiations with, such personPerson, the Company gives Parent written notice (x) such Board of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company Directors receives from such person Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person by or on behalf of the Company and containing provisions with terms no less favorable to the Company and no more favorable to such Person than the provisions those terms contained in the Confidentiality AgreementLetter of Intent, (y) such non-public information has been previously made available to Parent, and (4z) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes advises Parent in writing of such nonpublic information disclosure and such discussions and/or negotiations, including the Person to Parent (to whom disclosed and with whom discussions and/or negotiations will occur and the extent material terms and conditions of such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the Company. The Company shall immediately cease and cause to be terminated any existing discussions with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j).

No Solicitation by the Company. (a) The Company shall not directly or indirectlyExcept as otherwise ------------------------------ provided in this Section 4.3, until the earlier of the Effective Time and shall not authorize or permit any the date of its subsidiariestermination of this Agreement, neither the Company, nor any of its subsidiaries or any of the officers, directors, stockholders, agents, representatives or affiliates of it or its subsidiaries (including any investment banker, attorney or accountant retained by it or any of its subsidiaries' Representatives directly or indirectly to, ) shall (i) solicit, initiateinitiate or encourage (including by way of furnishing information), knowingly encourageor take any other action designed to facilitate, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Proposalproposal which constitutes a Company Takeover Proposal (as defined below), (ii) furnish participate in any information discussions or negotiations regarding the any Company or any of its subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Takeover Proposal, (iii) engage in discussions enter into any agreement regarding any Company Takeover Proposal or negotiations with any person with respect to any Acquisition Proposal, (iv) approvemake or authorize any statement, endorse recommendation or recommend solicitation in support of any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior Company Takeover Proposal. If and only to the adoption of this Agreement by extent that (i) the requisite Stockholder Approval, this Section 5.04 (a) Company Stockholders Meeting shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited bona fide Acquisition Proposal that is submitted to the Company by such person (and not withdrawn) if (1) neither the Company nor any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respectoccurred, (2ii) the Board of Directors of the Company concludes determines in good faith, after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisorcounsel, that such Acquisition Proposal constitutes or it is reasonably capable of becoming necessary to do so in order to act in a Superior Proposal, (3) at least two business days prior manner consistent with its fiduciary duties to furnishing any such nonpublic information to, or entering into discussions with, such person, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information tostockholders under applicable law, or enter into discussions with, such person, and the Company 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 by or on behalf of the Company and containing provisions no less favorable to the Company than the provisions contained in the Confidentiality Agreement, and (4iii) at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company's Board of Directors concludes in good faith that such Company Takeover Proposal constitutes a Company Superior Proposal (as defined below), whether or (iv) such Company Takeover Proposal was not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute solicited by it and did not otherwise result from a breach of this Section 5.04 by 4.3(a), and (v) the Company provides prior written notice to Parent of its decision to take such action, the Company shall be permitted to (A) furnish information with respect to the Company and any of its subsidiaries to such person pursuant to a customary confidentiality agreement, (B) participate in discussions and negotiations with such person, (C) subject to first complying with the provisions of Section 5.8(b) hereof, enter into a Company Acquisition Agreement and (D) effect a Change in the Company Recommendation (as defined below); provided, that at least three business days prior to taking any actions -------- set forth in clause (C) or (D) above, the Company's Board of Directors provides Parent written notice advising Parent that the Company's Board of Directors is prepared to conclude that such Company Takeover Proposal constitutes a Company Superior Proposal and during such three business day period the Company and its advisors shall have negotiated in good faith with Parent to make adjustments in the terms and conditions of this Agreement such that such Company Takeover Proposal would no longer constitute a Company Superior Proposal and the Company's Board of Directors concludes in good faith that such Company Takeover Proposal is reasonably likely to result in a Company Superior Proposal. The Company Company, its subsidiaries and their representatives immediately shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement parties with respect to a Superior Proposal (as hereinafter defined) (or any announcement in connection therewith) or enter into an agreement with respect to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)Company Takeover Proposal.

No Solicitation by the Company. (a) The From and after the date of this Agreement, the Company 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 subsidiariesofficer, nor any of its director, employee, investment banker, attorney, accountant or other agent or advisor or representative (collectively, the "Representatives") of, the Company or any of its subsidiaries' Representatives Subsidiaries to, directly or indirectly toindirectly, (i) solicit, initiate, knowingly encourage, induce initiate or take any action to encourage or facilitate the making, submission or announcement of any Acquisition Company Takeover Proposal, (ii) furnish enter into any agreement with respect to any Company Takeover Proposal, (iii) other than informing persons of the existence of this Section 5.2, enter into or participate in any discussions or negotiations with, provide any information regarding the Company or its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its subsidiaries to any person in connection Subsidiaries to, or otherwise cooperate with or in response assist, any third party that that is seeking to an Acquisition make or has made a Company Takeover Proposal or an inquiry (iv) grant any waiver or indication of interest that would reasonably be expected to lead to an Acquisition Proposalrelease under any standstill or similar agreement, (iii) engage in discussions or negotiations with any person under the Company Rights Plan, with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter class of intent or similar document equity securities of the Company or any Contract contemplating or otherwise relating to any Acquisition Transactionof its Subsidiaries; provided, however, that prior to the adoption receipt of this Agreement by the requisite Stockholder Shareholder Approval, this Section 5.04 (a) shall not prohibit the Company from furnishing nonpublic information to, or entering into discussions with, any person in response to an unsolicited a bona fide Acquisition written Company Takeover Proposal made after the date hereof that is submitted to was not solicited by the Company by such person (and not withdrawn) if (1) neither the Company nor Company, any of its Subsidiary or any Representative shall have violated any of the restrictions set forth in this Section 5.04 in any material respect, (2) the Board of Directors of the Company concludes or its Subsidiaries, if the Company Board determines in good faith, faith after having taken into account the advice of its consultation with outside legal counsel and Company Financial Advisorits financial advisor, that (A) such Acquisition Company Takeover Proposal constitutes or is reasonably capable of becoming likely to lead to a Company Superior Proposal, and (3B) at least two business days prior failing to furnishing take any such nonpublic information to, or entering into discussions with, such personaction would be inconsistent with the fiduciary duties of the Company Board, the Company gives Parent written notice of the identity of such person and of the Company's intention to furnish nonpublic information to, or enter into discussions with, such person, and the Company 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 by or on behalf Representatives of the Company and containing provisions no less favorable may (after entering into an Acceptable Confidentiality Agreement) provide any non-public information regarding the Company to the third party making such Company than the provisions contained in the Confidentiality Agreement, and Takeover Proposal (4) at least two business days prior to furnishing any provided that all such nonpublic information to such person, the Company furnishes such nonpublic information to Parent (to the extent that such nonpublic information has not been previously furnished by the Company provided or made available to Parent). Without limiting ) is provided or made available to Parent, as the generality of case may be, prior to or substantially concurrently with the foregoing, the time it is provided or made available to such third party) or engage in any negotiations or substantive discussions with such Person regarding such Company acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of any of the Company, whether or not such Representative is purporting to act on behalf of the Company, shall be deemed to constitute a breach of this Section 5.04 by the CompanyTakeover Proposal. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions with or negotiations by the Company, any person that relate to any Acquisition Proposal. Nothing contained in this Section 5.04 shall prohibit Subsidiary of the Company or any Representative of the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act (or , with any similar communications in connection with the making or amendment of a tender offer or exchange offer) or from making any disclosure required by applicable law or from taking any action contemplated by Section 8.01(j), including having the Board of Directors take such actions as are necessary to approve or resolve to approve the intention to enter into an agreement parties conducted heretofore with respect to a Superior Proposal (as hereinafter defined) any of the foregoing and shall use its reasonable best efforts to cause any such party (or its agents or advisors) in possession of confidential information about the Company or any announcement in connection therewith) of its Subsidiaries that was furnished by or enter into an agreement with respect on behalf of the Company, its Subsidiaries or any of their respective Representatives to a Superior Proposal concurrently with termination pursuant to Section 8.01(j)return or destroy all such information.