Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or would be reasonably likely to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise facilitate knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, may (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all more than 50% of the assets of the Company and its Subsidiaries (on a consolidated basis (including, without limitation, basis) or total voting power of the equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, Company if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need does not prohibit have to include a provision prohibiting the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal described in clause (A)Proposal; or and/or (C) after having complied with this Section 6.26.2(c), approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal described in clause (A)Proposal, if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking that failure to take such action, in light of action would be inconsistent with the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their directors’ fiduciary duties under applicable Law, and (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, ; and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company agrees thatSubject to the terms of Section 5.3(b), except as expressly permitted by this Section 6.25.3(d) and Section 5.3(f), neither it nor any of its Subsidiaries nor any from the date hereof until the earlier to occur of the officers termination of this Agreement pursuant to Article IX and directors of it or any of its Subsidiaries shallthe Closing, and that it shall use its reasonable best efforts to instruct the Company will (1) cease and cause its to be terminated any discussions or negotiations with any Person and its Subsidiaries’ employees, investment bankers, attorneys, accountants Affiliates and other advisors or representatives (such their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, representatives (collectively, “Representatives”) that would be prohibited by this Section 5.3(a) and (2) terminate all physical and electronic data room access previously granted to any such Person, its Affiliates and their respective Representatives. Subject to the terms of Section 5.3(b), Section 5.3(d) and Section 5.3(f), from the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the Company and its Subsidiaries will not, and will cause their respective directors, officers and employees and will instruct their other Representatives not to, directly or indirectly: : (i) initiatesolicit, solicit initiate or propose the making, submission or announcement of, or knowingly encourage encourage, induce, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any to an Acquisition Proposal (as defined below)Proposal; or (ii) engage infurnish to any Person (other than the Purchaser, continue the Other Purchasers (solely with respect to the Other Transactions) or otherwise participate in any discussions or negotiations regarding, or provide their respective Representatives) any non-public information relating to the Company or data any of its Subsidiaries or afford to any Person relating toaccess to the business, properties, assets, books, records or other non-public information, or to any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoingpersonnel, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed Subsidiaries, in any such case to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contraryknowingly encourage, prior to the timefacilitate or assist, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for or any inquiries or the acquisition making of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive any proposal that would reasonably be expected to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of lead to an Acquisition Proposal; and promptly discloses (andiii) participate, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) continue or engage or participate in any discussions or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal described (other than informing such Persons of the provisions contained in clause this Section 5.3 or contacting such Person making any unsolicited Acquisition Proposal to clarify the terms and conditions thereof); (A)iv) approve, endorse or recommend an Acquisition Proposal; or (Cv) after having complied enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement solely to permit a confidential proposal being made to the Company Board (or any committee thereof) if the failure to do so would be inconsistent with the directors’ fiduciary duties pursuant to applicable Law. For purposes of this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above5.3, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms agrees that any breach of this Agreement, is reasonably required for Section 5.3 by the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, Company’s Representatives shall constitute a breach of this Section 5.3 by the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior ProposalCompany.

No Solicitation or Negotiation. The Subject to Section 5.3(b), during the Pre-Closing Period, the Company agrees thatwill not, except as expressly permitted by this Section 6.2and will cause its Subsidiaries and their respective directors and executive officers not to, neither it nor and the Company will not authorize or knowingly permit any of its Subsidiaries nor or its Subsidiaries’ employees, consultants or other Representatives to (and will instruct such Persons to not), directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the officers and directors of it Company or any of its Subsidiaries shallor afford to any Person access to the business, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employeesproperties, investment bankersassets, attorneysbooks, accountants and records or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or would be reasonably likely to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information information, or data to any Person relating topersonnel, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach (other than Parent, Merger Sub or any of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2designees), and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written any such case in connection with any Acquisition Proposal providing for or with the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive intent to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit induce the making, submission or amendmentannouncement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; and promptly discloses (andiii) participate, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) or engage or participate in any discussions or negotiations negotiations, with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal described or with respect to any proposals or inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in clause this Section 5.3); (Aiv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement or a potential Acquisition Proposal (any such letter of intent, memorandum of understanding, term sheet, agreement in principle, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (Cvi) after having complied with this Section 6.2, approve, recommend, authorize or otherwise declare advisable or propose commit to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause do any of the foregoing. The Company shall (A)) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, if and only request the prompt return or destruction (to the extent thatprovided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (x) 1)-year period prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms date of this Agreement, is made or indicated an intention to make any inquiry, proposal, discussion or offer regarding any potential Acquisition Transaction or that constitutes or would reasonably required for the directors be expected to comply with their fiduciary duties under applicable Law, (y) in each such case referred lead to in clause (A) or an Acquisition Proposal and (B) aboveenforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such inquiry, proposal, discussion or offer (provided that during the Pre-Closing Period, the board Company will not be required to enforce, and will be permitted to waive any provision of directors of any standstill or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal Board (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposalany committee thereof)).

No Solicitation or Negotiation. The Immediately upon the No-Shop Period Start Date, the Company agrees thatwill, and will cause its Subsidiaries and its and their respective Representatives to (for the avoidance of doubt, except with respect to an Excluded Party, but only for so long as expressly such Person is and remains an Excluded Party), (i) cease and terminate and cause to be terminated any solicitation, encouragement, discussions or negotiations with any Person and its Representatives with respect to an Acquisition Proposal or a potential Acquisition Proposal (including any of the activities permitted by Section 6.3(a)), (ii) request the prompt return or destruction of all non-public information concerning the Company Group previously furnished to any such Person and destruction of all analyses and other materials prepared by or on behalf of such Person to the extent containing, reflecting or analyzing such information, in each case, in accordance with an Acceptable Confidentiality Agreement between the Company or any of its Affiliates, on one hand, and such Person, on the other hand, (iii) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives, and (iv) terminate all access granted to any such Person and its Representatives to any physical or electronic data room (or any other diligence access). Subject to the terms of Section 6.3(c), from the No-Shop Period Start Date until the earlier to occur of the termination of this Section 6.2Agreement pursuant to Article IX and the Offer Acceptance Time, neither it the Company nor any of its Subsidiaries nor any of the officers and directors of it its or any of its Subsidiaries their respective Representatives shall, and that it the Company shall use its reasonable best efforts to instruct and cause its Subsidiaries and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, their respective officers, employeesdirectors and employees not to, investment bankers, attorneys, accountants and shall direct any other advisors external Representatives acting on its or representatives, collectively, “Representatives”) their behalf not to and shall not authorize any such Representatives to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or facilitate, assist or knowingly encourage encourage, any inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person any non-public information relating to the Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group, in connection with any Acquisition Proposal or any action that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to facilitate, assist or knowingly encourage, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (andiii) participate or engage in discussions, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions communications or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal described or inquiry that would reasonably be expected to lead to an Acquisition Proposal (other than informing such Persons of the provisions contained in clause this Section 6.3); (Aiv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”); or (Cvi) after having complied take any action to exempt any third party from the restrictions on “business combinations” set forth in Section 203 of the DGCL (as such term is defined in Section 203 of the DGCL) or any other applicable “anti-takeover” statutes or otherwise cause such restrictions not to apply. Notwithstanding the commencement of the No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 6.3(a) with respect to any Excluded Party (but only for so long as such Person is and remains an Excluded Party), including with respect to any amended or modified Acquisition Proposal submitted by any Excluded Party prior to 11:59 p.m., Eastern Time, on February 24, 2025 (the “Cut-Off Time”), and the restrictions in this Section 6.3(b) shall not apply with respect thereto. From the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Offer Acceptance Time, the Company will not be required to enforce, and will be permitted to grant a waiver, amendment or release under, any provision of any standstill or confidentiality agreement solely to the extent that (x) such waiver, amendment or release would allow an unsolicited Acquisition Proposal (or amendment to an unsolicited Acquisition Proposal) to be made to the Company or the Company Board (or any committee thereof) in compliance with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable 6.3 and (publicly or otherwisey) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation Board has determined that the failure to do so would be or would reasonably be expected to be inconsistent with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their its fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The (a) Neither the Company agrees that, except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries Company Subsidiary shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: , through any officer, director, agent or otherwise, (i) initiatesolicit, solicit initiate or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or would be reasonably likely to lead tosubmission of, any Acquisition Proposal (as defined below); or in Section 9.04) or (ii) engage inexcept as required by the fiduciary duties of the Board under applicable law after having received advice from outside legal counsel and after giving prior written notice to Parent and Merger Sub and entering into a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreement, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data furnish to any Person relating person, any information with respect to, or otherwise cooperate in any Acquisition Proposal; or (iii) otherwise knowingly way with respect to, or assist or participate in, facilitate or encourage, any effort unsolicited proposal that constitutes, or attempt may reasonably be expected to make lead to, an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions . (b) Except as set forth in this Section 6.2 6.04(b), neither the Board nor any committee thereof shall (i) withdraw, modify or change, or propose to withdraw, modify or change, in a manner adverse to Parent or Merger Sub, the approval or recommendation by any Representative of the Company Board or any of its Subsidiaries shall be deemed to be a breach such committee of this Section 6.2 by Agreement, the CompanyMerger or any other transaction contemplated hereby, (ii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal or (iii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding anything the foregoing, in the foregoing to the contraryevent that, prior to obtaining the timeCompany Stockholders' Approval, the Board determines in good faith that it is required to do so by its fiduciary duties under applicable law after having received advice from outside legal counsel, the Board may withdraw or modify its approval or recommendation of the Merger, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached only to terminate this Agreement in accordance with Section 6.2, and there has been no breach of Section 1(g8.01(j) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicableconcurrently with such termination, provides copies ofcause the Company to enter into an agreement with respect to a Superior Proposal). (c) any such information The Company shall, and shall direct or cause its directors, officers, employees, representatives and agents to, immediately cease and cause to Parent to the extent not previously provided to Parent; (B) engage or participate in be terminated any discussions or negotiations with any Person who has made an unsolicited bona fide written parties that may be ongoing with respect to any Acquisition Proposal. (d) The Company shall promptly advise Parent orally and in writing of (i) any Acquisition Proposal described in clause (A); or (C) after having complied any request for information with this Section 6.2respect to any Acquisition Proposal, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an the material terms and conditions of such Acquisition Proposal described in clause (A), if or request and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors identity of the Company determines in good faith after consultation with outside legal counsel taking person making such action, in light of the Acquisition Proposal or request and (ii) any changes in any such Acquisition Proposal or request. (e) The Company agrees, except as required by the terms of this Agreement, is reasonably required for the directors to comply with their Board's fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and law after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and having received advice from outside legal counsel) that such Acquisition Proposal , not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a Superior Proposalparty.

No Solicitation or Negotiation. (a) The Company, its affiliates (as reasonably determined by the Company) and their respective officers and other employees with managerial responsibilities, directors, representatives (including the Financial Advisor or any other investment banker and any attorneys and accountants) and agents shall immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). The Company also agrees thatpromptly to request each person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring (whether by merger, except as expressly permitted acquisition of stock or assets or otherwise) the Company or any of its subsidiaries, if any, to return all confidential information heretofore furnished to such person by this Section 6.2, neither it or on behalf of the Company or any of its subsidiaries. Neither the Company nor any of its Subsidiaries affiliates shall, nor any of shall the officers and directors of it Company authorize or permit any of its Subsidiaries shallor their respective officers, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors representatives or representatives, collectively, “Representatives”) not agents to, directly or indirectly: (i) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutesencourage, or would be reasonably likely to lead tosolicit, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any or initiate discussions or negotiations regarding, with or provide any non-public information or data to any Person relating person or group (other than AREP Oil & Gas and IPO Co. or any designees of AREP Oil & Gas and IPO Co.) concerning any Third Party Acquisition. (b) The Company Board shall not approve or recommend, or cause or permit the Company to enter into any agreement or obligation with respect to, any Acquisition Proposal; orThird Party Acquisition. (iiic) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting For the generality purposes of this Agreement, “Third Party Acquisition” means the foregoing, any violation occurrence of any of the restrictions set forth in this Section 6.2 by any Representative following events: (i) the acquisition of the Company by merger or otherwise by any of its Subsidiaries shall be deemed to be person (which includes a breach of this “person” as such term is defined in Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g13(d)(3) of the Shareholder Support AgreementExchange Act) other than AREP Oil & Gas, IPO Co. or any affiliate thereof (Aa “Third Party”); (ii) provide information in response to a request therefor the acquisition by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition Third Party of all any material portion (which shall include fifteen percent (15%) or substantially all more) of the assets of the Company and its Subsidiaries on subsidiaries taken as a consolidated basis whole, other than the sale of its products in the ordinary course of business consistent with past practices; (includingiii) the acquisition by a Third Party of fifteen percent (15%) or more of the outstanding Shares; (iv) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend; (v) the repurchase by the Company or any of its subsidiaries of more than ten percent (10%) of the outstanding Shares; or (vi) the acquisition (or any group of acquisitions) by the Company or any of its subsidiaries by merger, without limitationpurchase of stock or assets, equity securities joint venture or otherwise of a direct or indirect ownership interest or investment in any business (or businesses) whose annual revenues, net income or assets is equal or greater than ten percent (10%) of the annual revenues, net income or assets of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by set forth in this Section 6.26.1, until the termination of this Agreement in accordance with the terms hereof (the “Specified Time”), neither it the Company nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it the Company shall use not authorize or permit its reasonable best efforts to instruct and cause its and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and accountants, other advisors or and representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicit knowingly encourage or knowingly encourage facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below)Proposal; or (ii) engage inenter into, continue or otherwise participate in any discussions or negotiations regardingwith, or provide furnish any non-public information to, any Person (other than the Parent or data its Representatives) relating to any Acquisition Proposal. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in response to a bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.1, and subject to compliance with Section 6.1(c), prior to the Acceptance Time, the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Person relating (and the Representatives of such Person) making an Acquisition Proposal that the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal (such Person, a “Qualified Person”) pursuant to a confidentiality agreement not less restrictive in any material respect with respect to the Qualified Person than the Confidentiality Agreement, and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposal; or Proposals) with any Qualified Person (iiiand the Representatives of such Qualified Person) otherwise knowingly facilitate regarding any effort or attempt to make an such Acquisition Proposal. Without limiting the generality of the foregoing, The Company agrees that any violation of any material violations of the restrictions set forth in this Section 6.2 6.1 by any Representative of the Company or any of its Subsidiaries Representatives shall be deemed to be a material breach of this Agreement (including this Section 6.2 6.1) by the Company. Notwithstanding anything in the foregoing to the contraryThe Company (x) shall not, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and shall cause its Subsidiaries and their respective Representatives have not breached this Section 6.2to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is or becomes a party, and there has been no breach (y) shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to enforce the provisions of Section 1(g) of the Shareholder Support Agreementany such agreement; provided, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of however, that the Company and its Subsidiaries on a consolidated basis (includingmay terminate, without limitationwaive, equity securities amend or modify any provision of, or grant any permission or request under, any standstill agreement relating to the submission of the Company’s Subsidiaries) or all or substantially all of the Shares, any unsolicited Acquisition Proposal if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company Board determines in good faith faith, after consultation with outside legal counsel taking such actioncounsel, in light that failure to do so would be inconsistent with the fiduciary duties of the Acquisition Proposal and Company Board to the terms stockholders of this Agreement, is reasonably required for the directors to comply with their fiduciary duties Company under applicable Law, (y) in each such case referred . The Company will promptly provide to in clause (A) or (B) above, the board of directors of Parent any non-public information concerning the Company has determined in good faith based on or its Subsidiaries provided or made available pursuant to this Section 6.1(a) which was not previously provided or made available to the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior ProposalParent.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 6.2, neither it nor Each Stockholder shall not and shall not authorize or permit any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not Representatives to, directly or indirectly: , (ia) initiate, solicit seek or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any an Acquisition Proposal with respect to the Company; (as defined below); or (iib) participate or engage in, continue or otherwise participate in any discussions or negotiations regardingwith, or provide disclose any non-public information or data relating to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort the Company or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of its Subsidiaries or afford access to the restrictions set forth in this Section 6.2 by any Representative properties, books or records of the Company or any of its Subsidiaries shall be deemed to be a breach any Person or group of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and Persons (or any of their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(gAffiliates or Representatives) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who that has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of with respect to the Company’s Subsidiaries, (c) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly enter into, or otherwise) propose to approve or recommend to enter into, any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to an Acquisition Proposal described in clause with respect to the Company (Aother than an Acceptable Confidentiality Agreement permitted pursuant to Section 4.5 of the Merger Agreement), if or (d) resolve, publicly propose or agree to do any of the foregoing. Each Stockholder shall, and only shall instruct its Representatives to, immediately upon the execution of this Agreement cause to the extent thatbe terminated any solicitation, encouragement, discussion or negotiation with or involving any Person or group of Persons, or any of their Affiliates (x) prior to taking any action described in clause (Aother than Parent and/or its Affiliates), (B) conducted heretofore by each Stockholder or (C) aboveits Representatives, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the respect to an Acquisition Proposal and or which could reasonably be expected to lead to an Acquisition Proposal. Within two (2) Business Days from the terms date of this Agreement, is reasonably required for each Stockholder shall request the directors return or destruction of all confidential, non-public information provided by such Stockholder to comply third parties in connection with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board consideration of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such any Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 6.25.02, neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shallCompany shall not, and that it shall use its reasonable best efforts to instruct and cause its and its the Company Subsidiaries’ employeesdirectors, officers and employees not to, and shall instruct its investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) Representatives not to, directly or indirectly: (i) solicit, initiate, solicit knowingly encourage or knowingly encourage facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be reasonably likely expected to lead to, any an Acquisition Proposal (as defined below); orProposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to with any Person relating to, regarding any Acquisition Proposal; or (iii) otherwise knowingly facilitate provide any effort non-public information or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of data concerning the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding any Person in connection with any Acquisition Proposal; provided that notwithstanding anything in the foregoing herein to the contrary, prior to the time, but not afterCompany, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached may inform the Person or group of Persons that has made, or to the Knowledge of the Special Committee, is considering making, an Acquisition Proposal of the provisions of this Section 6.25.02. The Company shall, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and shall cause its Subsidiaries on a consolidated basis (includingand use reasonable best efforts to cause its Representatives to, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the immediately cease and cause to be terminated any discussions and negotiations with any Person so requesting such information an executed confidentiality agreement on terms not less restrictive conducted heretofore with respect to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the makingany Acquisition Proposal, or amendment, of proposal that could reasonably be expected to lead to an Acquisition Proposal; and promptly discloses (andprovided that the foregoing shall not restrict the Company from permitting a Person to request the waiver of a “standstill” or similar obligation or from granting such a waiver, if applicablein each case, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors necessary to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Subject to the terms of this Section 5.3, from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company agrees thatwill, except and will cause its Subsidiaries and its and their respective Representatives (other than with respect to, in each case, any Excluded Party, which has reaffirmed its Acquisition Proposal to the Company Board within twenty-four (24) hours of the No-Shop Period Start Date, but only for so long as expressly permitted such Person is and remains an Excluded Party) to cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 6.25.3(b), neither it nor request the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement was entered into in connection with its consideration of making an Acquisition Proposal within the twelve (12) month period immediately preceding the No-Shop Period Start Date and will (i) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives; and (ii) terminate all access granted to any such Person and its Representatives to any physical data room the VDR or any other diligence access to non-public information regarding the Company Group made available in connection with an Acquisition Proposal. Subject to the terms of Section 5.3(c), from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not instruct, authorize or knowingly permit any of its Subsidiaries nor any of the their respective officers and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and their other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not Representatives to, directly or indirectly: , (iA) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any inquiries proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (B) other than with respect to any Excluded Party which has reaffirmed its Acquisition Proposal to the Company Board within twenty-four (24) hours of the No-Ship Period Start Date, and its Representatives (but only for so long as the applicable Person is and remains an Excluded Party), furnish to any Person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the specific intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or the making of any proposal or offer that constituteswould reasonably be expected to lead to an Acquisition Proposal; (C) participate or engage in discussions, communications or negotiations with any Third Person with respect to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 5.3); (D) approve, endorse or recommend any proposal that constitutes or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses or (andE) enter into any letter of intent, if applicableagreement in principle, provides copies of) memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such information letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to Parent an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not be required to enforce, and will be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the extent not previously provided to Parent; Company Board (Bor any committee thereof) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines Board has determined in good faith faith, after consultation with its outside legal counsel taking that failure to take such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply action would be inconsistent with their its fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 6.25.3, neither it nor any of during the Pre-Closing Period, the Company shall not, and shall cause its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) their respective Representatives not to, directly or indirectly: : (i) solicit, initiate, solicit knowingly encourage or knowingly encourage facilitate any inquiries or the making making, submission or announcement of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, an Acquisition Proposal; (ii) participate in any discussions, communications or negotiations with any Person regarding, or relating to, any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to any Acquisition Proposal; (as defined below); or iii) (iiA) engage inknowingly encourage, continue knowingly facilitate or otherwise participate in any discussions or negotiations regardingknowingly assist, or provide any non-public information concerning the Company or data any of its Subsidiaries to any Person relating toPerson, any Acquisition Proposal; or or (iiiB) otherwise knowingly facilitate any effort afford access to the business, assets, properties, books or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoingrecords, any violation of any of the restrictions set forth in this Section 6.2 by any Representative other information or employees or other Representatives of the Company or any of its Subsidiaries (x) in connection with, or with the intent to induce, or (y) that would reasonably be expected to lead to, the making, submission or announcement of any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to any Acquisition Proposal, except, in the case of this clause (iii)(B)(y), for the provision of information to any director on the Company Board in his or her capacity as such so long as such director has not indicated that he or she intends to use such information in connection with any such Acquisition Proposal, inquiry, proposal or offer; provided that this clause (iii)(B)(y) shall not restrict or prohibit the Company from complying with (and solely to the extent required by) Section 2.5 of the ▇▇▇▇▇ ▇▇▇ or Section 2.5 of the TCP-ASC IRA so long as the Company (I) advises Parent promptly (and in any event within twenty-four (24) hours) of the receipt of any request pursuant to Section 2.5 of the ▇▇▇▇▇ ▇▇▇, (II) concurrently provides Parent with any information, books or records provided by the Company in response to such request and (III) invites Parent to participate in any discussions in response to such request; (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be deemed expected to lead to, an Acquisition Proposal; or (v) resolve or agree to do any of the foregoing. The Company shall, and the Company shall cause its Subsidiaries and its and their Representatives to, (1) immediately cease and cause to be terminated any discussions and negotiations with any Person (other than the Buyer Parties and their Representatives) that would be prohibited by this Section 5.3 or that would reasonably be expected to lead to an Acquisition Proposal and cease providing any information to any such Person or its Representatives, (2) with respect to any Person with whom such discussions or negotiations have been terminated, promptly following the date hereof (and in any event within two (2) Business Days hereof) request that such Person and its Representatives return or destroy, in accordance with the terms of the applicable confidentiality agreement, any information furnished by or on behalf of the Company and shall take all necessary action to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement and (3) promptly (and in any event within two (2) Business Days hereof) terminate all access granted to any Person and its Representatives to any physical or electronic data rooms (or other diligence access) relating to a breach possible Acquisition Proposal by such Person and its Representatives. From the date hereof until the earlier to occur of the termination of this Section 6.2 by Agreement pursuant to Article VIII and the Company. Notwithstanding anything in Effective Time, the foregoing Company will be required to the contraryenforce, and will not be permitted to waive, any provision of any standstill or confidentiality agreement; provided, that, prior to the timeto, but not after, the Company time the Requisite Vote Stockholder Approval is obtained, the Company mayif, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for request to waive any standstill or similar provision, the acquisition of all or substantially all Company Board (upon the recommendation of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s SubsidiariesSpecial Committee) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company Special Committee determines in good faith after consultation with outside legal counsel taking such actionfaith, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) , that the failure to take such action would be inconsistent with its fiduciary duties pursuant to applicable Law, the Company may waive any such standstill or similar provision solely to the extent necessary to permit such Person to make an Acquisition Proposal is a Superior Proposalto the Company Board or Special Committee and communicate such waiver; provided, however, that the Company shall advise Parent promptly (and in any event within twenty-four (24) hours) following taking such action.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 6.25.5, neither it nor the Company shall not, and shall not authorize or permit any of its Subsidiaries nor any of the officers and directors of it Subsidiaries, Affiliates or any of its Subsidiaries or their Representatives to, directly or indirectly, (a) knowingly solicit, initiate, encourage (including by way of furnishing nonpublic information), accept, approve or facilitate any proposals or offers from any third parties with respect to any transaction (other than the Transactions) involving any Acquisition Proposal, (b) enter into or knowingly participate in any negotiations, discussions or agreements with any third parties with respect to an Acquisition Proposal, (c) respond in any way to an unsolicited Acquisition Proposal (other than to respond that the Company is under an exclusivity obligation and not able to respond substantively), or (d) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL. The Company shall, and that it shall cause its Subsidiaries to cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of its or their Representatives to continue, any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Acquisition Proposal and shall use its reasonable best efforts to instruct and cause any such third party (or its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors agents or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”advisors) not to, directly or indirectly: (i) initiate, solicit or knowingly encourage any inquiries or the making in possession of any proposal or offer that constitutes, or would be reasonably likely to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such information. The Company shall be deemed to be a breach promptly advise Buyer orally and in writing of this Section 6.2 any communication received by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and any of its Subsidiaries and Affiliates or any of its or their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to from a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other third party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of regarding an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by set forth in this Section 6.26.1, neither it Merger Partner and Public Company shall not, nor shall either of them authorize or permit any of its their or their Subsidiaries’ respective Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its their or their Subsidiaries’ respective directors, officers, employees, investment bankers, attorneys, accountants and or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and accountants, other advisors or and representatives, collectively, “Representatives”) not to, to directly or indirectly: (i) solicit, initiate, solicit encourage or knowingly encourage take any other action designed to facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be reasonably likely expected to lead to, any Acquisition Proposal Proposal, including without limitation (as defined below)A) approving any transaction under Section 203 of the DGCL, (B) approving any person becoming an “interested stockholder” under Section 203 of the DGCL and (C) amending or granting any waiver or release under any standstill or similar agreement with respect to any Merger Partner Common Stock or Public Company Common Stock, respectively; or (ii) engage inenter into, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data furnish to any Person relating person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal; or . Notwithstanding the foregoing, if at any time prior to the approval of the issuance of the shares of Public Company Common Stock in the Merger at the Public Company Meeting (iiithe “Specified Time”) otherwise knowingly facilitate Public Company receives a written Acquisition Proposal from any effort person or attempt group of persons that did not result from a breach by Public Company of this Section 6.1, (A) Public Company may contact such person or group of persons to make an clarify the terms and conditions thereof and (B) if the Public Company Board, or any committee thereof, determines in good faith, after consultation with outside legal counsel and a nationally recognized financial advisor, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, then Public Company and its Representatives may, subject to compliance with Section 6.1(c), (x) furnish information with respect to Public Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement not less restrictive of the other party than the Confidentiality Agreement and (y) participate in discussions or negotiations with such person and its Representatives regarding any Superior Proposal. Without limiting the generality of the foregoing, it is agreed that any violation of any of the restrictions set forth in this Section 6.2 6.1(a) or the taking of any actions inconsistent with the restrictions set forth in this Section 6.1(a) by any Representative of the Public Company or any of its Subsidiaries Subsidiaries, whether or not such person is purporting to act on behalf of Public Company or otherwise, shall be deemed to be a breach of this Section 6.2 6.1(a) by the Public Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 6.25.8, neither it nor any of its Subsidiaries nor any from the date hereof until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Closing, Seller and the Company will, and will cause their Affiliates, Subsidiaries and its and their respective officers and directors of it or any of its Subsidiaries shalldirectors, and that it shall will instruct and use its reasonable best efforts to cause each of its and their other Representatives, to cease and cause to be terminated any discussions or negotiations with any Third Party and its Representatives relating to any Acquisition Proposal or Acquisition Transaction that are not expressly permitted by Section 5.8(b), promptly (and in any event, within five (5) Business Days following the date hereof) request the prompt return or destruction of all non-public information concerning Seller, the Company or the Business theretofore furnished to any such Person with whom a confidentiality agreement with respect to an Acquisition Proposal was entered into at any time within the twenty-four (24) month period immediately prior to the date of this Agreement and will (i) cease providing any further information with respect to Seller, the Company, the Business or any Acquisition Proposal to any such Third Party or its Representatives; and (ii) immediately terminate all access granted to any such Third Party and its Representatives to any physical or electronic data room (or any other diligence access). Except as expressly permitted by Section 5.8(b), from the date hereof until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Closing, Seller and the Company will not, and will cause their Subsidiaries and its and their directors and officers not to, and will instruct and use reasonable best efforts to cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and their other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) Representatives not to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any inquiries or the making of any proposal Inquiry or offer or proposal that constitutes, or would reasonably be reasonably likely expected to lead to, any an Acquisition Proposal (as defined below)Proposal; or (ii) furnish to any Third Party any non-public information relating to the Seller, the Company or their Subsidiaries or the Business or afford to any Third Party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Seller, the Company, their Subsidiaries or the Business, in any such case with the intent to induce, or that could reasonably be expected to result in, the making, submission or announcement of, or to knowingly encourage, facilitate or assist any Inquiry or offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into, engage in, knowingly encourage, continue or otherwise participate in any discussions discussions, communications or negotiations regardingwith any Third Party with respect to any Inquiry or offer or proposal that constitutes, or provide any non-public information or data would reasonably be expected to any Person relating lead to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality , other than solely informing such Third Party of the foregoing, any violation of any existence of the restrictions set forth provisions contained in this Section 6.2 by 5.8 (without knowingly conveying, requesting or attempting to gather any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide other information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (except as defined in Section 9.7otherwise permitted hereunder); it being understood (iv) approve, endorse or recommend any offer or proposal that such confidentiality agreement need not prohibit the makingconstitutes, or amendmentwould reasonably be expected to lead to, of an Acquisition Proposal; and promptly discloses or (andv) enter into any letter of intent, if applicableagreement in principle, provides copies of) memorandum of understanding, merger agreement, acquisition agreement or other contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such information letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other contract relating to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause Transaction (Aother than an Acceptable Confidentiality Agreement), if and only to the extent that, (x) prior to taking any action described in clause (Aan “Alternative Acquisition Agreement”), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. (a) The Company and the Owner agrees that, except as expressly permitted by this Section 6.2, that neither it nor any of its Subsidiaries Affiliates nor any of the its officers and or directors of it or any those of its Subsidiaries Affiliates shall, and that it shall use its reasonable best efforts to instruct and cause its and its SubsidiariesAffiliates’ employees, investment bankers, attorneys, accountants agents and other advisors or representatives Representatives not to (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”shall not authorize any of them to) not to, directly or indirectly: : (i) solicit, initiate, solicit encourage, consider, facilitate or knowingly encourage induce any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal; (ii) participate in any discussions or negotiations regarding, make any other communications regarding, or furnish to any Person any nonpublic information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or offer that constitutes, or would may reasonably be reasonably likely expected to lead to, any Acquisition Proposal Proposal; (as defined below); or (iiiii) engage in, continue or otherwise participate in discussions with any discussions or negotiations regarding, or provide any non-public information or data Person with respect to any Person relating toAcquisition Proposal, except to inform them as to the existence of these provisions; (iv) approve, endorse or recommend any Acquisition Proposal; or or (iiiv) otherwise knowingly facilitate enter into any effort letter of intent, term sheet or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company similar document or any of its Subsidiaries shall be deemed contract, agreement or commitment contemplating or otherwise relating to be a breach of this Section 6.2 by any Acquisition Proposal or transaction contemplated thereby. The Company Entity and the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries Owner and their respective Affiliates and their respective officers, directors, employees, agents and Representatives have not breached this Section 6.2shall immediately cease and cause to be terminated any and all existing activities, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written third parties conducted on or prior to the date of this Agreement with respect to any Acquisition Proposal described in clause and shall cause any other Person (A); or (Cits agents or advisors) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) which the Company has had discussions about an Acquisition Proposal described and which is in clause possession of confidential information about the Company to return or destroy all such information. (A), if and only to b) If the extent that, (x) prior to taking any action described in clause (A), (B) or (C) aboveCompany, the board Owner, or any of directors their respective Affiliates or any of their respective officers or directors, employees, agents or Representatives receives any Acquisition Proposal or any request for nonpublic information or inquiry which it reasonably believes could lead to an Acquisition Proposal, then the Company shall, promptly after its receipt, provide Parent with oral and written notice of the Company determines in good faith after consultation with outside legal counsel taking material terms and conditions of such actionAcquisition Proposal, in light request or inquiry, and the identity of the Person or Group making such Acquisition Proposal Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The Company and the terms Owner shall not, and shall cause their respective Affiliates not to, without the prior written consent of Parent, release any Person from, or waive any provision of, any confidentiality agreement to which the Company, or the Owner, or any of their respective Affiliates is a party. (c) For purposes of this Agreement, is reasonably required for the directors term “Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer or proposal, relating to comply with their fiduciary duties under applicable Lawany transaction or series of related transactions involving: (i) any acquisition, merger, consolidation, business combination or similar transaction involving any Company Entity, (yii) in each such case referred to in clause the issuance or sale by any Company Entity or the acquisition by any Person of any securities or similar rights of any Company Entity, (Aiii) any sale, lease, exchange, transfer, license, acquisition or disposition of more than ten percent (10%) of the assets of any Company Entity, or (Biv) aboveany liquidation, the board recapitalization, spin-off or dissolution of directors of the any Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior ProposalEntity.

No Solicitation or Negotiation. The Subject to the terms of Section 5.3(c), from the No-Shop Period Start Date (or, with respect to an Excluded Party, from the date hereof) until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company agrees that, except as expressly permitted will cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 6.25.3(b), neither it nor request the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement was entered into at any time within the six month period immediately preceding the No-Shop Period Start Date and will (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives; and (B) terminate all access granted to any such Person and its Representatives to any physical or electronic data room. Subject to the terms of Section 5.3(c), from the No-Shop Period Start Date (or, with respect to an Excluded Party, from the date hereof) until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company Group will not, and will not instruct, authorize or knowingly permit any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not Representatives to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent or any designees of Parent) any non-public information relating to the Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent or any designees of Parent), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies ofiii) any such information to Parent to the extent not previously provided to Parent; (B) participate or engage or participate in any discussions or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal described (other than informing such Persons of the provisions contained in clause this Section 5.3 and contacting the Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal); (A)iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; or (Cv) after having complied with this Section 6.2enter into any letter of intent, approvememorandum of understanding, recommendmerger agreement, acquisition agreement or otherwise declare advisable or propose other Contract relating to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause Transaction, other than an Acceptable Confidentiality Agreement (Aany such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, if the Company will not be required to enforce, and only will be permitted to waive, (i) any anti-clubbing, restrictions on engaging Representatives or working with potential Financing Sources or similar provision of any standstill or confidentiality agreement and (ii) any provision of any standstill or confidentiality agreement solely to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes provision prohibits or purports to prohibit a Superior Proposal (as defined below) or is reasonably likely confidential proposal being made to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior ProposalSpecial Committee.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by set forth in this Section 6.26.1, until the Specified Time, neither it the Company nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it the Company shall use not authorize or permit its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not Representatives to, directly or indirectly: (i) solicit, initiate, solicit knowingly facilitate or knowingly encourage any inquiries or the making or completion of an Acquisition Proposal or any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any to an Acquisition Proposal (as defined below)Proposal; or (ii) other than informing Persons of the existence of the provisions of this Section 6.1, engage in, continue or otherwise participate in any negotiations or discussions or negotiations regardingconcerning, or provide or cause to be provided any non-public information or data relating to the Company and its Subsidiaries in connection with, an Acquisition Proposal or any Person relating toinquiry, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort proposal or attempt offer that would reasonably be expected to make lead to an Acquisition Proposal. Without limiting the generality of the foregoing, it is agreed that any violation of any of the restrictions set forth in this Section 6.2 6.1(a) by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 6.1(a) by the Company. Notwithstanding anything in the foregoing or anything else to the contrarycontrary set forth in this Agreement, subject to compliance with Section 6.1(c), at any time prior to the time, but not after, receipt of the Company Requisite Vote is obtainedStockholder Approval, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for received after the acquisition of all or substantially all of the assets of date hereof from a Qualified Person, (A) furnish information with respect to the Company and its Subsidiaries on to the Qualified Person (and the Representatives of such Qualified Person) pursuant to a consolidated basis (including, without limitation, equity securities confidentiality agreement not materially less restrictive with respect to the confidentiality obligations of the Company’s Subsidiaries) or all or substantially all Qualified Person than the confidentiality obligations of the SharesParent, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in Transitory Subsidiary (or their applicable Affiliate(s)) under the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to ParentAgreement; (B) engage or participate in any discussions or negotiations (including solicitation of revised Acquisition Proposals) with such Qualified Person (and the Representatives of such Qualified Person) regarding any Person who has made an unsolicited bona fide written such Acquisition Proposal described in clause (A)Proposal; or (C) after having complied with this Section 6.2, approve, recommendamend, or otherwise declare advisable grant a waiver or propose release under, any standstill or similar agreement with respect to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation Common Stock with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior ProposalQualified Person.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 6.2During the Pre-Closing Period, neither it the Company nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it the Company shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and accountants, other advisors or and representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicit or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer that constitutes(including any proposal from or offer to the Company’s stockholders) with respect to, or would that could reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below)Proposal; or (ii) engage inenter into, continue or otherwise participate in any discussions or negotiations regarding, or provide furnish to any Person any non-public information or data grant access to any Person relating toits properties, books and records or personnel in connection with, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt . Notwithstanding anything to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions contrary set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtainedAgreement, the Company may, if it and to the extent necessary for the Company Board to comply with its Subsidiaries and their respective Representatives have not breached this Section 6.2fiduciary obligations under applicable law, and there has been no breach of Section 1(g) of as determined in good faith by the Shareholder Support AgreementCompany Board after consultation with outside counsel, (A) provide information in response to a request therefor by a Person who has made an bona fide, unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of received by the Company after the date of this Agreement that the Company Board determines in good faith after consultation with outside counsel and its Subsidiaries on financial advisor would reasonably be expected to result in a consolidated basis (includingSuperior Proposal, without limitationin each case, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if so long as such Acquisition Proposal did not result from a material breach by the Company receives from of this Section 6.1 and the Company has complied in all material respects with this Section 6.1, (x) furnish information with respect to the Company to the Person so requesting making such information an executed Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement on terms not materially less restrictive to of the other party than those contained in the Confidentiality Agreement (as defined in Section 9.76.4); it being understood provided that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) contemporaneously with furnishing any such nonpublic information to Parent such third party, the Company furnishes such nonpublic information to Buyer (to the extent that such nonpublic information has not been previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (Aso furnished); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) participate in each discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available Person and after consultation with its financial advisor that such Representatives regarding any Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock. As promptly as practicable (and in any event no later than 24 hours) after receipt of any Acquisition Proposal or any request for nonpublic information or inquiry that would reasonably be expected to lead to an Acquisition Proposal or from any Person seeking to have discussions or negotiations with the case referred Company relating to in clause (C) abovea possible Acquisition Proposal, the board Company shall provide Buyer with notice of directors such Acquisition Proposal, request or inquiry, including: (i) the material terms and conditions of such Acquisition Proposal, request or inquiry; (ii) the identity of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that Person or group making any such Acquisition Proposal, request or inquiry; and (iii) a copy of all written materials provided by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. The Company shall provide Buyer with 48 hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is expected to consider any Acquisition Proposal or any such inquiry or to consider providing nonpublic information to any Person. The Company shall notify Buyer, in writing, of any decision of its Board of Directors as to whether to consider such Acquisition Proposal, request or inquiry or to enter into discussions or negotiations concerning any Acquisition Proposal or to provide nonpublic information or data to any Person, which notice shall be given as promptly as practicable after such meeting (and in any event no later than 24 hours after such determination was reached and 24 hours prior to entering into any discussions or negotiations or providing any nonpublic information or data to any Person). The Company agrees that it shall promptly provide Buyer with oral and written notice setting forth all such information as is reasonably necessary to keep Buyer currently informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by this Section) and shall promptly provide Buyer a Superior copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by Subject to the terms of this Section 6.25.1, neither it nor any from the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company will, and will cause its Subsidiaries nor any of the and its and their respective officers and directors of it or any of its Subsidiaries shallto, and that it shall use its reasonable best efforts to will instruct and cause each of its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not Representatives to, directly or indirectly: (i) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or would be reasonably likely to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed cease and cause to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in terminated any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with and its Representatives that would be prohibited by this Section 6.25.1(a), approve, recommend, request the prompt return or otherwise declare advisable or propose destruction of all non-public information concerning the Company and its Subsidiaries previously furnished to approve, recommend or declare advisable any Third Person (publicly or otherwiseand such Third Person’s Representatives) with whom a confidentiality agreement with respect to an Acquisition Proposal described in clause was entered into at any time within the twelve-month period immediately preceding the date hereof and will (Ai) not provide any information with respect to the Company and its Subsidiaries or any Acquisition Proposal to any Third Person or its Representatives; and (ii) terminate all access granted to any Third Person and its Representatives to any physical or electronic data room (or any other diligence access). Subject to the terms of Section 5.1(b), if from the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VII and only the Effective Time, the Company and its Subsidiaries will not, and will cause their respective officers and directors and their other Representatives not to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (ii) participate or engage in discussions, communications or negotiations with any Third Person with respect to an Acquisition Proposal (other than informing such Third Persons of the provisions contained in this Section 5.1). From the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company will be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the extent that, Company Board (xor any committee thereof) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of unless the Company determines Board has determined in good faith faith, after consultation with its outside legal counsel taking counsel, that failure to take such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply action would be inconsistent with their its fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal).

No Solicitation or Negotiation. The Company agrees thatExcept as it may relate to Parent and subject to the terms of Section 5.3(c), except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any from the No-Shop Period Start Date until the earlier to occur of the officers termination of this Agreement pursuant to Article VIII and directors of it or any of its Subsidiaries the Effective Time, the Company shall, and that it shall cause its Subsidiaries and its and their respective directors, officers and employees to and shall instruct and use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employeesunaffiliated Representatives to, investment bankerspromptly cease and terminate (or cause to be terminated) any discussions or negotiations with any Person and its Affiliates and Representatives that would be prohibited by this Section 5.3(b), attorneyscease providing any further non-public information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives, accountants and other advisors immediately terminate (or representatives cause to be terminated) such Person’s and its Affiliates’ and Representatives’ access to any data room (virtual, online or otherwise) and request that all confidential information furnished by or on behalf of the Company to such Person be returned or destroyed in accordance with the terms of the applicable confidentiality agreements. Subject to the terms of Section 5.3(c), from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers, employees, investment bankers, attorneys, accountants officers and other advisors or representatives, collectively, “Representatives”) employees not to and shall instruct and use its reasonable best efforts to cause its and its Subsidiaries unaffiliated Representatives not to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any proposal or offer that is or could reasonably be expected to constitute an Acquisition Proposal; (ii) furnish to any Person any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or offer that is or could reasonably be expected to constitute an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies ofiii) any such information to Parent to the extent not previously provided to Parent; (B) participate or engage or participate in any discussions or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal described in clause (other than (A) solely to inform such Persons of the existence of the provisions contained in this Section 5.3 and (B) contacting such Person or its Representatives to clarify the terms and conditions of such Acquisition Proposal); (iv) approve, adopt, endorse or recommend an Acquisition Proposal (or any offer or proposal that could lead to an Acquisition Proposal); or (Cv) after having complied with this Section 6.2authorize or enter into any letter of intent, approvememorandum of understanding, recommendmerger agreement, acquisition agreement or otherwise declare advisable or propose other Contract relating to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (Aor any offer or proposal that could lead to an Acquisition Proposal), if other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and only the Effective Time, the Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers and employees not to the extent thatand shall use its reasonable best efforts to cause its and its Subsidiaries’ unaffiliated Representatives not to, directly or indirectly, (x) prior terminate, amend, release, modify or fail to taking enforce any action described in clause provision (A)including any standstill or similar provision) of, (B) or (C) abovegrant any permission, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such actionwaiver or request under, in light of the Acquisition Proposal and the terms of this Agreementany confidentiality, is reasonably required for the directors to comply with their fiduciary duties under applicable Lawstandstill or similar agreement, (y) in each such case referred to in clause (A) grant any waiver, amendment or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) release under any takeover laws or is reasonably likely to result in a Superior Proposal, and (z) in the case referred resolve, agree or propose to in clause (C) above, the board of directors do any of the foregoing, in each case, except if the Company Board (or the Company Special Committee) determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposalthe failure to do so would be reasonably expected to cause the Company Board (or Company Special Committee) to violate its fiduciary duties under applicable Law.

No Solicitation or Negotiation. The Company agrees thatSubject to the terms of Section 5.3(b), except as expressly permitted by from the date of this Section 6.2, neither it nor any of its Subsidiaries nor any Agreement until the earlier to occur of the officers termination of this Agreement pursuant to Article VIII and directors of it or any of its Subsidiaries shallthe Effective Time, and that it shall use its reasonable best efforts to instruct the Company will cease and cause its to be terminated any discussions or negotiations with and terminate any data room access (or other diligence access) of any Person and its Subsidiaries’ employeesAffiliates, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankersconsultants, attorneysagents, accountants representatives and other advisors or representatives, (collectively, “Representatives”) relating to any Acquisition Transaction. Promptly following the date of this Agreement, the Company will request that each Person (other than Parent and its Representatives) that has, prior to the date of this Agreement, executed a confidentiality agreement in connection with its consideration of acquiring the Company to promptly return or destroy all non-public information furnished to such Person by or on behalf of the Company or any of its Subsidiaries prior to the date of this Agreement in accordance with the terms of such confidentiality agreement. Subject to the terms of Section 5.3(b) and Section 5.3(d), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries and their respective directors, executive and other officers will not, and the Company will not authorize or direct any of its or its Subsidiaries’ employees, consultants or other Representatives to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any proposal, offer or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies ofiii) any such information to Parent to the extent not previously provided to Parent; (B) participate or engage or participate in any discussions or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal, or with respect to any inquiries from third Persons relating to making a potential Acquisition Proposal described (other than solely to inform such Persons of the provisions contained in clause this Section 5.3); (Aiv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, expense reimbursement agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (Cvi) after having complied with authorize or commit to do any of the foregoing. From the date of this Section 6.2Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, approvethe Company will not be required to enforce, recommendand will be permitted to waive, any provision of any standstill or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only confidentiality agreement to the extent that, (x) prior necessary to taking any action described in clause (A), (B) or (C) above, the board of directors of permit a confidential proposal being made to the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, Board (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposalany committee thereof).

No Solicitation or Negotiation. (a) The Company, its subsidiaries and other affiliates (as reasonably determined by the Company) and their respective officers and other employees with managerial responsibilities, directors, representatives (including the Financial Advisor or any other investment banker and any attorneys and accountants) and agents shall immediately cease any discussions or negotiations with any other persons with respect to any Third Party Acquisition. The Company also agrees thatpromptly to request each person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring (whether by merger, except as expressly permitted by this Section 6.2, neither it nor any acquisition of its Subsidiaries nor any of stock or assets or otherwise) the officers and directors of it Company or any of its Subsidiaries shallsubsidiaries, and that it shall use its reasonable best efforts if any, to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors return all confidential information heretofore furnished to such person by or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or would be reasonably likely to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative on behalf of the Company or any of its Subsidiaries subsidiaries. Neither the Company nor any of its subsidiaries and other affiliates shall, nor shall be deemed the Company authorize or permit any of its or their respective officers, directors, employees, representatives or agents to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any information to be any person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition; provided, however, that nothing herein shall prevent the Company Board from taking and disclosing to the Company's stockholders a breach position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender or exchange offer. The Company shall promptly (and in any event within one business day after becoming aware thereof) (i) notify Parent in the event the Company or any of its subsidiaries and other affiliates or any of their respective officers, directors, employees and agents receives any proposal or inquiry concerning a Third Party Acquisition, including the terms and conditions thereof and the identity of the party submitting such proposal, and any request for confidential information in connection with a potential Third Party Acquisition, (ii) provide a copy of any written agreements, proposals or other materials the Company receives from any such person or group (or its representatives), and (iii) advise Parent from time to time of the status, at any time upon Parent's request, and promptly following any developments concerning the same. (b) Except as set forth in this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after5.2(b), the Company Requisite Vote is obtainedBoard shall not withdraw or modify its recommendation of the transactions contemplated hereby or approve or recommend, or cause or permit the Company mayto enter into any agreement or obligation with respect to, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of any Third Party Acquisition. Notwithstanding the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Sharesforegoing, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company Board by a majority vote determines in its good faith judgment, after consultation with outside and based upon the advice of legal counsel taking such actioncounsel, that it is required to do so in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors order to comply with their its fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) aboveduties, the board of directors Company Board may withdraw its recommendation of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) transactions contemplated hereby or is reasonably likely to result in approve or recommend a Superior Proposal, but in each case only (i) after receiving a Superior Proposal and providing written notice thereof to Parent (a "Notice of Superior Proposal"), specifying the material terms and conditions of such Superior Proposal and identifying the person or group making such Superior Proposal and (zii) in the case referred to in clause if Parent does not, within three (C3) above, the board of directors business days after Parent's receipt of the Notice of Superior Proposal, make an offer that the Company Board by a majority vote determines in its good faith judgment (after consultation with its based, as to the financial terms, on the written advice of the Financial Advisor or another financial advisor and outside legal counselof nationally recognized reputation) that such Acquisition Proposal is a Superior Proposal.to be at least as favorable to

No Solicitation or Negotiation. The (a) Unless and until this Agreement is terminated, the Company agrees that, except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shallshall not, and that it shall use its reasonable best efforts to instruct and cause its Affiliates, and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such the directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectivelyagents, “Representatives”advisors, accountants, shareholders and attorneys of each of them, not to (i) not toencourage, initiate or solicit, directly or indirectly: (i) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constituteswith respect to, or would be reasonably likely to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regardingconcerning, or provide any non-public confidential information or data to any Person with respect to, or have any discussions with any Person relating to, any Acquisition Proposal; or merger, acquisition, reorganization, consolidation, business combination, recapitalization, liquidation, dissolution, sale of all or any significant portion of assets, sale of shares of capital stock (iiiincluding without limitation by way of tender offer or exchange offer) or similar transactions involving the Company or any Subsidiary other than the transactions contemplated hereby (any of the foregoing, inquiries or proposals being referred to herein as an "ACQUISITION PROPOSAL"), or otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of do or seek to do any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries foregoing and shall be deemed immediately cease and cause to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contraryterminated any existing activities, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written parties conducted heretofore with respect to any of the foregoing, (ii) engage in negotiations or discussions concerning, or provide any nonpublic information or assistance to any person in connection with any Acquisition Proposal described in clause (A); Proposal, or (Ciii) after having complied with agree to, approve or recommend any Acquisition Proposal. Nothing contained in this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to 7.18 shall prevent the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board Board of directors Directors of the Company determines in good faith after consultation with outside legal counsel taking such actionfrom considering, in light of negotiating, discussing, approving and recommending to the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors shareholders of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such a bona fide Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result not solicited in a Superior Proposalviolation of this Section 7.18, and (z) in provided -------- that the case referred to in clause (C) above, the board Board of directors Directors of the Company determines in good faith (after consultation with its financial advisor and based upon the advice of outside legal counsel) that it is required to do so in order to discharge properly its fiduciary duties to the Company's shareholders; and provided, further, that the Company shall keep MJD -------- ------- informed, on a reasonably current basis, as to the status and details of any such consideration, negotiations or discussions, including prompt delivery to Parent of any written inquiries, proposals, agreements or Acquisition Proposal. (b) The Company shall immediately notify Parent after receipt of any Acquisition Proposal or any modification of or amendment to any Acquisition Proposal, or any request for nonpublic information relating to the Company or any of its Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of the Company or any Subsidiary by any person or entity that informs the Board of Directors of the Company or such Subsidiary that it is considering making, or has made, an Acquisition Proposal. Such notice to Parent shall be made orally and in writing, shall indicate whether the Company is providing or intends to provide the person making the Acquisition Proposal with access to information concerning the Company as provided in Section 7.18(c) and, if reasonably practicable, shall be made prior to furnishing any such information to, or entering into negotiations or discussions with, such person. (c) If the Board of Directors of the Company receives a request for material nonpublic information by a person who makes, or indicates that it is considering making, a bona fide Acquisition Proposal, and the Board of Directors determines in good faith and upon the advice of outside counsel that is required to cause the Company to act as provided in this Section 7.18(c) in order to discharge properly the directors' fiduciary duties to the Company's stockholders, then, provided that such person has executed a confidentiality agreement substantially similar to the one then in effect among the Company and Parent the Company may provide such person with access to information regarding the Company. (d) The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any persons (other than Parent) conducted heretofore with respect to any of the foregoing. The Company agrees not to release any third party from the confidentiality provisions of any confidentiality agreement to which the Company is a party. (e) The Company shall ensure that the officers, directors and employees of the Company and its Subsidiaries and any investment banker or other advisor or representative retained by the Company are aware of the restrictions described in this Section 7.18. (f) The Company shall not accept any Acquisition Proposal unless, at least five days prior to such acceptance, the Company shall have delivered to Acquisition Sub written notice of such Acquisition Proposal is together with a Superior copy of any and all agreements to be entered into in connection with such Acquisition Proposal.. 7.19

No Solicitation or Negotiation. The During the Pre-Closing Period, the Company agrees that, except as otherwise expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the officers employees (including any officers) and directors of it the Company or any of its Subsidiaries shall, and that it shall instruct and use its commercially reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) Representatives not to, directly or indirectly: (i) initiate, solicit solicit, propose or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); orProposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations regardingregarding or in connection with, or provide any non-public nonpublic information or data to any Person or Group relating toto or in connection with, any Acquisition Proposal; orProposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to state that the terms of this Section 6.2 prohibit such discussions); (iii) otherwise knowingly facilitate furnish to any effort Person (other than Parent or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by its Affiliates) any Representative of non-public information relating to the Company or any of its Subsidiaries shall be deemed or afford to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing any such Person access to the contrarybusiness, prior properties, assets, books, records or other non-public information, or to the timeany personnel, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (includingSubsidiaries, without limitationin any such case with the intent to induce, equity securities of the Company’s Subsidiaries) or all or substantially all of the Sharesthat could reasonably be expected to result in, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, submission or amendmentannouncement of, of an Acquisition Proposal; (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; or (v) resolve or agree to do any of the foregoing. The Company shall, and promptly discloses shall cause its Subsidiaries and its and its Subsidiaries’ respective Representatives to, (and1) immediately cease any and all existing activities, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described Persons or Group with respect to any of the matters referenced in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent thatpreceding sentence, (x2) prior promptly terminate all access granted to taking any action described in clause such Persons or Group and its or their Representatives to any physical or electronic data room (Aor any other diligence access), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z3) promptly (and in any event within two (2) Business Days following the date hereof) request any Third Person that has executed a confidentiality or non-disclosure agreement in connection with any actual or potential Acquisition Proposal to return or destroy all confidential information in the case referred to in clause (C) above, the board possession of directors of the Company determines in good faith (after consultation with such Third Person or its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior ProposalRepresentatives.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 6.2, neither it nor any shall immediately cease and shall cause each of its Subsidiaries nor and its and their respective Representatives to immediately cease, (x) any solicitations, discussions, communications or negotiations with any Person (other than Investor and its Representatives) in connection with any Acquisition Transaction Proposal by such Person, in each case that exists as of the date of this Agreement, and (y) terminate all access of any Person (other than Investor and its Representatives) to any electronic data room maintained by the Company with respect to any Acquisition Transaction Proposal, and, between the date hereof and the earlier of the Closing and the valid termination of this Agreement, the Company and its Subsidiaries shall not, and shall not authorize or permit any of the officers and directors of it or any of its Subsidiaries shalltheir respective Representatives to, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (direct such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) Representatives not to, directly or indirectly: , (i) continue any solicitation, encouragement, discussions or negotiations with any Persons with respect to an Acquisition Transaction Proposal; or (ii) directly or indirectly: (A) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any inquiries regarding, or the making of any proposal or offer that constitutes or could reasonably be expected to lead to, an Acquisition Transaction Proposal; (B) furnish to any Person (other than Investor and its Representatives) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case, that would reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Transaction Proposal or any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be reasonably likely expected to lead to, any to an Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Transaction Proposal; or (iiiC) otherwise knowingly facilitate any effort participate or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth engage in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Transaction Proposal described (or inquiries, proposals or offers or other efforts that could reasonably be expected to lead to an Acquisition Transaction Proposal), in clause each case other than informing such Persons of the existence of the provisions contained in this Section 5.13; (AD) approve, endorse or recommend an Acquisition Transaction Proposal; (E) approve, endorse or recommend, execute or enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction or any proposal or offer that could reasonably be expected to lead to an Acquisition Transaction Proposal, (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Transaction Agreement”); (F) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company; or (CG) after having complied with this Section 6.2, approve, recommend, resolve or agree to do any of the foregoing or otherwise declare advisable authorize or propose permit any of their Representatives to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking take any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company agrees thatSubject to the terms of Section 5.3(b), except as expressly permitted by from the date of this Section 6.2, neither it nor any of its Subsidiaries nor any Agreement until the earlier to occur of the officers termination of this Agreement pursuant to Article VIII and directors of it or any of its Subsidiaries shallthe Effective Time, and that it shall use its reasonable best efforts to instruct the Company will cease and cause its to be terminated any discussions or negotiations with any Person and its Subsidiaries’ employeesAffiliates, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankersconsultants, attorneysagents, accountants representatives and other advisors or representatives, (collectively, “Representatives”) that would be prohibited by this Section 5.3(a), request the prompt return or destruction of all non-public information concerning the Company or its Subsidiaries theretofore furnished to any such Person with whom a confidentiality agreement was entered into at any time within the three month period immediately preceding the date of this Agreement and will (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives; and (B) terminate all access granted to any such Person and its Representatives to any physical or electronic data room. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not, and will not instruct, authorize or knowingly permit any of their respective Representatives to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies ofiii) any such information to Parent to the extent not previously provided to Parent; (B) participate or engage or participate in any discussions or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal described (other than informing such Persons of the provisions contained in clause this Section 5.3); (A)iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; or (Cv) after having complied with this Section 6.2enter into any letter of intent, approvememorandum of understanding, recommendmerger agreement, acquisition agreement or otherwise declare advisable or propose other Contract relating to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause Transaction, other than an Acceptable Confidentiality Agreement (Aany such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, if the Company will not be required to enforce, and only will be permitted to waive, any provision of any standstill or confidentiality agreement solely to the extent that, (x) prior that such provision prohibits or purports to taking any action described in clause (A), (B) or (C) above, the board of directors of prohibit a confidential proposal being made to the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, Board (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposalany committee thereof).

No Solicitation or Negotiation. The Subject to the terms of this Section 6.2, the Company agrees that from the date hereof until the earlier of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective employees, officers and directors to, and will instruct and use its reasonable best efforts to cause each of its and their respective other Representatives to, (x) cease and cause to be terminated any discussions or negotiations with any Person or Group that would be prohibited by this Section 6.2(a) and cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or Group or its or their Representatives; (y) terminate all access granted to any such Person or Group and its or their Representatives to any physical or electronic data room (or any other diligence access); and (z) promptly following the execution of this Agreement (and in any event within two (2) Business Days hereof) request in writing the prompt return or destruction of all non-public information concerning the Company and its Subsidiaries theretofore furnished to any such Person with whom a confidentiality agreement with respect to an Acquisition Proposal was entered into at any time within the five-month period immediately preceding the date hereof). From and after the execution of this Agreement until the earlier of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company agrees that, except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the officers employees (including any officers) and directors of it or any of its Subsidiaries shall, and that it shall instruct and use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) Representatives not to, directly or indirectly: (i) initiate, solicit solicit, propose or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); orProposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public nonpublic information or data to any Person or Group relating to, any Acquisition Proposal; orProposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to state that the terms of this Section 6.2 prohibit such discussions); (iii) otherwise knowingly facilitate furnish to any effort Person (other than Parent or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by its Affiliates) any Representative of non-public information relating to the Company or any of its Subsidiaries shall be deemed or afford to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing any such Person access to the contrarybusiness, prior properties, assets, books, records or other non-public information, or to the timeany personnel, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (includingSubsidiaries, without limitationin any such case with the intent to induce, equity securities of the Company’s Subsidiaries) or all or substantially all of the Sharesthat could reasonably be expected to result in, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, submission or amendmentannouncement of, of an Acquisition Proposal; (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; and promptly discloses or (and, if applicable, provides copies ofv) resolve or agree to do any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposalforegoing.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by set forth in this Section 6.26.1, neither it nor any of its Subsidiaries nor any until the earlier to occur of the officers termination of this Agreement pursuant to Article VIII and directors Effective Time, each of it or any of its Subsidiaries shallMerger Partner, Public Company and their respective subsidiaries shall not, and that it each of Merger Partner and Public Company shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such their respective directors, officers, employeesemployees and consultants not to, investment bankers, attorneys, accountants and other shall instruct their respective attorneys and financial advisors or representatives, collectively, (“Representatives”) not to, directly or indirectly: (i) initiatesolicit, solicit seek or initiate or knowingly take any action to facilitate or encourage any offers, inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); orProposal; (ii) engage inenter into, continue or otherwise participate or engage in any discussions or negotiations regardingregarding any Acquisition Proposal, or provide furnish to any Person any non-public information or data to afford any Person relating other than Public Company or Merger Partner, as applicable, access to such party’s property, books or records (except pursuant to a request by a Governmental Entity) in connection with any offers, inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; (iii) take any action to make the provisions of any “fair price”, “business combination” or “control share acquisition” statute or other similar statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; or (iiiiv) otherwise knowingly facilitate any effort or attempt publicly propose to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of do any of the restrictions foregoing described in clauses (i) through (iii). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, subject to compliance with Section 6.2 6.1(c), prior to the Specified Time, each of Public Company and Merger Partner, and their respective Representatives, may (A) furnish non-public information with respect to Public Company and its subsidiaries or Merger Partner, as the case may be, to any Qualified Person (and the Representatives of such Qualified Person), or (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any bona fide, unsolicited written Acquisition Proposal which such party’s board of directors determines in good faith, after consultation with such party’s financial advisors and outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Proposal (and is not withdrawn); provided, (x) that either Merger Partner or Public Company, as the case may be, receives from the Qualified Person an executed confidentiality agreement on the terms not less restrictive than exist in the Confidentiality Agreement and, if entered into after the date of this Agreement, containing additional provisions that expressly permit such party to comply with this terms of this Section 6.1 (a copy of which shall be provided to the other party), (y) that the party seeking to make use of this proviso has not otherwise materially breached this Section 6.1 with respect to such Acquisition Proposal or the Person making such Acquisition Proposal, and (z) the Merger Partner Board or Public Company Board, as the case may be, has determined in good faith (after consultation with outside legal counsel) that the failure to take such actions would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. It is understood and agreed that any violation of the restrictions in this Section 6.1 (or action that, if taken by Public Company or Merger Partner, as applicable, would constitute such a violation) by any Representative director, officer, attorney, or financial advisor of the Public Company or any of its Subsidiaries Merger Partner shall be deemed to be a breach of this Section 6.2 6.1 by the Company. Notwithstanding anything in the foregoing to the contraryPublic Company or Merger Partner, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposalmay be.

No Solicitation or Negotiation. The Company agrees thatSubject to the terms of Section ‎7.10‎(b), except as expressly permitted by immediately upon the execution of this Section 6.2, neither it nor any of its Subsidiaries nor any Agreement and until the earlier of the officers and directors Closing Date or the termination of it or any of this Agreement in accordance with its Subsidiaries terms, Cumberland shall, and that it shall use its reasonable best efforts to instruct and cause its Subsidiaries, its Affiliates and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or would be reasonably likely to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2to, cease any and there has been no breach of Section 1(g) of the Shareholder Support Agreementall existing activities, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (includingdiscussions, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written other than Apotex and its Affiliates and Representatives with respect to, and to deal exclusively with Apotex and its Affiliates and Representatives regarding, any and all Acquisition Proposal Proposals and shall not, and shall not permit any of its Affiliates, Subsidiaries, or Representatives to, directly or indirectly (i) solicit, initiate, encourage, entertain or respond to any inquiries or proposals, discuss or negotiate with, provide any information to, consider the merits of any inquires or proposals from, or otherwise engage in any negotiations, discussions, or other communications with, any Person (other than Apotex) relating to any transaction or series of related transactions involving the direct or indirect purchase, license or other acquisition by any Person or “group” (as defined pursuant to Section 13(d) of the Exchange Act) of Persons, in whole or in part, of the Business, the Acquired Assets or the Products or that would otherwise compromise the ability of Cumberland to consummate the Transactions (any such transaction described in this clause (Ai), an “Acquisition Transaction”), (ii) provide or furnish information or documentation to any other Person with respect to the Business or the Acquired Assets or otherwise in furtherance of any Acquisition Proposal; or (Ciii) after having complied enter into any letter of intent, arrangement, contract, agreement, understanding, or commitment with any other Person in respect of any Acquisition Proposal (each, other than an Acceptable Confidentiality Agreement, an “Alternative Transaction Agreement”). Cumberland agrees that the rights and remedies for noncompliance with this Section 6.2‎Section 7.10 shall include having such provision specifically enforced by a court having equity jurisdiction, approve, recommend, it being acknowledged that any such breach or otherwise declare advisable or propose threatened breach would cause irreparable injury to approve, recommend or declare advisable (publicly or otherwise) Apotex and that money damages will not provide an Acquisition Proposal described in clause (A), if and only adequate remedy to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior ProposalApotex.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by set forth in this Section 6.26.1, neither it nor until the Specified Time, the Company shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not their Representatives to, directly or indirectly: (i) initiatesolicit, solicit initiate or knowingly encourage encourage, assist or facilitate any inquiries inquiry, proposal or offer, or the making making, submission or announcement of any inquiry, proposal or offer offer, that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); orProposal; (ii) engage inenter into, continue or otherwise participate or engage in any discussions or negotiations regardingwith any Person (other than the Parent, the Purchaser or any designee or Representative of the Parent or the Purchaser), or provide furnish to any Person (other than the Parent, the Purchaser or any designee or Representative of the Parent or the Purchaser) any non-public information relating to the Company or data any of its Subsidiaries, or afford to any Person relating (other than the Parent, the Purchaser or any designee or Representative of the Parent or the Purchaser) access to the business, properties, assets, books, records or other information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with, in response to or with the intent to solicit, initiate, encourage, assist or facilitate the making, submission or announcement of any inquiry, proposal or offer, that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting provided, however, that nothing in this Agreement shall prohibit the generality of the foregoingCompany, any violation of any of the restrictions set forth in this Section 6.2 by its Subsidiaries or any Representative of the Company or any of its Subsidiaries shall be deemed from informing Persons of the existence of the provisions of this Section 6.1; or (iii) subject to be the fiduciary obligations of the Company Board under applicable law, waive or release any Person from or amend any standstill agreement or any standstill provisions of any other contract. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, subject to compliance with Section 6.1(c), if at any time prior to the Acceptance Time, (i) the Company has received a written, bona fide Acquisition Proposal from a Qualified Person, which Acquisition Proposal was received on or after the date of this Agreement and did not result from a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate 6.1 in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposalmaterial respect, and (zii) in the case referred to in clause (C) above, the board of directors of the Company Board determines in good faith (after consultation with outside counsel and its financial advisor and outside legal counseladvisor) that the failure to take the actions described in clauses (A) and (B) of this Section 6.1(a) would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law, then the Company may, as applicable: (A) furnish non-public information with respect to the Company and its Subsidiaries to such Qualified Person (and the Representatives of such Qualified Person), pursuant to a confidentiality agreement that is not materially less favorable to the Company with respect to the confidentiality obligations of the Qualified Person than the Confidentiality Agreement (it being understood and agreed that such confidentiality agreement need not include standstill or similar provisions that would restrict the making of, or amendment to, any Acquisition Proposal) and that does not include any provision or other term that would restrict, in any manner, the Company’s ability to satisfy its obligations under this Section 6.1 (an “Acceptable Confidentiality Agreement”); provided that any non-public information so furnished (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent promptly (and in any event within twenty-four (24) hours) after it is provided or made available to such Qualified Person and (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with such Qualified Person (and the Representatives of such Qualified Person) regarding such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Subject to the terms of this Section 6.2, from the date of this Agreement until the earlier of the termination of this Agreement pursuant to Article VIII and the Company Merger Effective Time, the Company will, and will cause its Subsidiaries and its and their respective employees, officers and directors to, and will instruct and use its reasonable best efforts to cause each of its and their respective other Representatives to, (x) immediately cease and cause to be terminated any solicitations, communications, discussions or negotiations with any Person or Group that would be prohibited by this Section 6.2(a) and cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or Group or its or their Representatives or financing sources (other than Parent, its Affiliates and their respective Representatives and Equity Sources); (y) immediately terminate all access granted to any such Person or Group and its or their Representatives to any physical or virtual data room (or any other diligence access) maintained by the Company or any of its Representatives with respect to the transactions contemplated hereby; and (z) promptly following the date of this Agreement (and in any event within two Business Days thereof) request in writing the prompt return or destruction of all non-public information concerning the Company or its Subsidiaries theretofore furnished to any such Person with whom a confidentiality agreement with respect to an Acquisition Proposal was entered into at any time within the six-month period immediately preceding the date of this Agreement, to the extent not already requested by the Company. From and after the date of this Agreement until the earlier of the termination of this Agreement pursuant to Article VIII and the Company Merger Effective Time, the Company agrees that, except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the officers employees (including any officers) and directors of it or any of its Subsidiaries shall, and that it shall instruct and use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) Representatives not to, directly or indirectly: (i) initiate, solicit solicit, propose or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); orProposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public nonpublic information or data to any Person or Group (other than Parent, its Affiliates and their respective Representatives and Equity Sources) relating to, any Acquisition Proposal; orProposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to state that the terms of this Section 6.2 prohibit such discussions); (iii) otherwise knowingly facilitate furnish to any effort or attempt Person (other than Parent, its Affiliates and their respective Representatives and Equity Sources) any non-public information relating to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed or afford to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing any such Person access to the contrarybusiness, prior properties, assets, books, records or other non-public information, or to the timeany personnel, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (includingSubsidiaries, without limitationin any such case with the intent to induce, equity securities of the Company’s Subsidiaries) or all or substantially all of the Sharesthat could reasonably be expected to result in, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, submission or amendmentannouncement of, of an Acquisition Proposal; and promptly discloses ; (andiv) approve, if applicableendorse or recommend any proposal that constitutes or would reasonably be expected to lead to, provides copies ofan Acquisition Proposal; (v) enter into any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made Alternative Acquisition Agreement, other than an unsolicited bona fide written Acquisition Proposal described in clause (AAcceptable Confidentiality Agreement permitted by Section 6.2(b); or (vi) authorize, resolve, agree or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose commit to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking do any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposalforegoing.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall(1) Sirius will, and that it shall use its reasonable best efforts to instruct will cause the Sirius Subsidiaries and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such their respective directors, officers, employeesemployees and Affiliates, investment bankersand shall direct each of its and the Sirius Subsidiaries’ other Representatives (to the extent acting on behalf of Sirius) to, attorneysimmediately cease and cause to be terminated any discussions or negotiations with any person conducted heretofore with respect to any Sirius Acquisition Proposal. Sirius will not, accountants and will cause the Sirius Subsidiaries and its and their respective directors, officers, employees and Affiliates, and shall direct each of its and the Sirius Subsidiaries’ other advisors or representatives, collectively, “Representatives”Representatives (to the extent acting on behalf of Sirius) not to, directly or indirectly: , (iI) solicit, initiate, solicit or knowingly encourage any or knowingly facilitate inquiries or the making of proposals for, or engage in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any inquiry, proposal or offer that constitutes, or would could reasonably be reasonably likely expected to lead to, any a Sirius Acquisition Proposal Proposal, (as defined below); or (iiII) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide furnish to any other person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, a Sirius Acquisition Proposal, or (III) approve, recommend or enter into any letter of intent or similar document, agreement, commitment, or agreement in principle with respect to a Sirius Acquisition Proposal. As promptly as practicable following the date hereof (but in any event within three (3) business days of the date hereof), Sirius shall: (1) withdraw and terminate access that was granted to any person (other than the Other Parties and their respective Representatives) to any “data room” (virtual or physical) that was established in connection with the Transactions and (2) exercise and use reasonable best efforts to enforce any contractual rights available to Sirius to cause each person (other than the Other Parties and their respective Representatives) who received non-public or confidential information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of Sirius or any Sirius Subsidiary to promptly return to Sirius or destroy such information; provided, however, notwithstanding anything to the restrictions set forth contrary contained in this Section 6.2 by any Representative of the Company or any of its Subsidiaries Agreement, Sirius shall be deemed permitted to be waive or fail to enforce any provision of any confidentiality, “standstill” or similar obligation to permit a person to make a confidential Sirius Acquisition Proposal directly to the Sirius Board (or a duly authorized committee thereof) if the Sirius Board (or a duly authorized committee thereof) determines in good faith that any such failure to waive or to not enforce would result in a breach of this Section 6.2 by the Companyits duties under applicable Law. Notwithstanding anything in the foregoing this Agreement to the contrary, if at any time after the date of this Agreement and prior to the time, but not after, the Company Sirius Requisite Vote is obtained, the Company may, if it Sirius and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, may (A) provide information in response to a request therefor by a Person person or persons who has made an unsolicited bona fide a written Sirius Acquisition Proposal providing for the acquisition that did not result from a material breach of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiariesthis Section 6.02(a) or all or substantially all of the Shares, if the Company Sirius receives from the Person person or persons so requesting such information an executed confidentiality agreement (containing a standstill provision and other provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on terms behalf of Sirius not materially less restrictive favorable to Sirius than the provisions of the Confidentiality Agreements) and, as contemplated below, Sirius discloses to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses Other Parties (and, if applicable, provides copies to the Other Parties of) such written Sirius Acquisition Proposal and any nonpublic information provided to such information to Parent person or persons to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.so

No Solicitation or Negotiation. The From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company agrees that, except as expressly permitted by this Section 6.2, neither it nor any of and its Subsidiaries nor shall not, and shall cause their respective directors (with respect to the Subsidiaries, excluding any statutory or other third party directors) and officers not to, and shall instruct their financial advisors not to, and not knowingly permit any of the officers and directors Company’s other applicable Representatives to, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or offer that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any third Person (other than Parent, Merger Sub or any designees or Representatives of it Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries shallor afford to any third Person (other than Parent, and that it shall use its reasonable best efforts Merger Sub or any designees or Representatives of Parent or Merger Sub) access to instruct and cause its and the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries’ employees, investment bankersin any such case to induce the making, attorneyssubmission or announcement of, accountants and other advisors or representatives to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any Acquisition Inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, correspondence or negotiations with any third Person or its Representatives with respect to an Acquisition Proposal by such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: Person (i) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constituteswould reasonably be expected to lead to an Acquisition Proposal by such Person), in each case other than informing such Persons of the existence of the provisions contained in this Section 5.3, or would be reasonably likely to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data the extent necessary to any Person relating to, any clarify the terms of the Acquisition Proposal; or or (iiiiv) otherwise knowingly facilitate enter into any effort binding or attempt non-binding letter of intent, memorandum of understanding, merger agreement, acquisition agreement or any Contract relating to make an Acquisition ProposalTransaction, other than, in each case, an Acceptable Confidentiality Agreement entered into pursuant to Section 5.3(b) (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). Without limiting Subject to the generality terms of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of 5.3, the Company or any shall immediately following the execution of this Agreement (x) cease and cause each of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Sharesdirectors and officers to cease, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive and use reasonable best efforts to the cause its other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the makingapplicable Representatives to cease, or amendmentany solicitations, of an Acquisition Proposal; and promptly discloses (anddiscussions, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions correspondence or negotiations with any third Person who has made an unsolicited bona fide written Acquisition Proposal described or its Representatives (other than the Parties and their respective Representatives) in clause (A); or (C) after having complied connection with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause by such Person (Aor proposal that would reasonably be expected to lead to an Acquisition Proposal by such Person), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors each case that exists as of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms date of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, and (y) in each such case referred terminate all access of any third Person (other than the Parties and their respective Representatives) to in clause any electronic or physical data room (Aor other diligence access) or (B) abovemaintained by the Company with respect to the Transaction. Following the date of this Agreement, the board Company will not be required to enforce, and will be permitted to waive, any provision of directors of any “standstill” or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company or the Company Board (or any committee thereof) if the Company Board (or a committee thereof) has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to waive such Acquisition Proposal is a Superior Proposalprovision would be inconsistent with the Company Board’s fiduciary duties under applicable Law, provided that the Company shall not waive any, other provisions of any “standstill” or confidentiality agreement.

No Solicitation or Negotiation. The Company agrees thatSubject to the terms of Section 7.3(b), except as expressly permitted by during the period commencing on the date of this Section 6.2, neither it nor any of its Subsidiaries nor any Agreement and continuing until the earlier to occur of the officers termination of this Agreement pursuant to Article X and directors of it or any of its Subsidiaries shallthe Effective Time, the Company will, and that it shall will cause its Subsidiaries, and its and their directors, employees and officers to, and will use its reasonable best efforts to instruct and cause its and their consultants, agents, representatives and advisers (collectively with its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, officers and employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (iw) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or would be reasonably likely to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in immediately cease any discussions or negotiations with any Person who has made an unsolicited bona fide written and its Affiliates and Representatives (other than Parent, Merger Sub and their Affiliates and Representatives) that may be ongoing in connection with any Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2any other proposal, approveoffer, recommendinquiry or request that constitutes, or otherwise declare advisable or propose could reasonably be expected to approveresult in, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent thatProposal, (x) prior to taking any action described in clause promptly (A), but no later than two (B2) or (C) above, Business Days after the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms date of this Agreement) request the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person (other than Parent, is reasonably required for the directors to comply Merger Sub and their Affiliates and Representatives) with their fiduciary duties under applicable Lawwhom a confidentiality agreement was entered into (or such non-public information was provided to) in connection with its consideration of an Acquisition Transaction or Acquisition Proposal, (y) in each such case referred cease providing any further information with respect to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Group or any Acquisition Proposal either constitutes a Superior Proposal (as defined below) to any such Person or is reasonably likely to result in a Superior Proposalits Representatives, and (z) in promptly (but no later than 24 hours after the case referred date of this Agreement) terminate all access granted to in clause (C) aboveany such Person and its Representatives to any physical or electronic data room and any access to the business, the board of directors properties, assets, books, records or other non-public information or to personnel of the Company determines Group. Subject to the terms of Section 7.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, the Company Group will not, and will not instruct, authorize or knowingly permit any of its Representatives to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly induce, encourage, facilitate or assist, any proposal, offer or inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent, Merger Sub and their Affiliates and Representatives) any non-public information relating to the Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent, Merger Sub and their Affiliates and Representatives), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal, offer or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries, offers or the making of any proposal that constitutes an Acquisition Proposal; (iii) participate, enter into, or engage in discussions or negotiations with any Person with respect to any inquiry or proposal that constitutes an Acquisition Proposal (except, in each case, solely to notify such Person in response to an unsolicited inquiry that the provisions of this Section 7.3(a) prohibit any such discussions or negotiations); (iv) approve, endorse or recommend any inquiry, offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize, propose, resolve, authorize, agree or commit to do any of the foregoing. From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, the Company will not be required to enforce, and will, in response to any bona fide written request and to the extent necessary to permit a proposal to be made to the Company Board, be permitted to waive, any provision of any standstill or confidentiality agreement, in each case, solely to the extent that (w) the Company Board has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable law, (x) absent such action by the Company, the applicable standstill or confidentiality agreement would prevent such counterparty from making an unsolicited non-public Acquisition Proposal Proposal, and (y) such non-enforcement and waiver is a Superior Proposallimited in time and scope solely to the extent required so as not to be inconsistent with fiduciary duties of the Company Board pursuant to applicable law.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 6.27.2, neither it nor any of its Subsidiaries nor any of the directors, officers and directors of it or any of its Subsidiaries employees shall, and that it shall instruct and use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Company Acquisition Proposal (as defined below); orProposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or that would reasonably be expected to lead to, any Company Acquisition Proposal, or provide any non-public nonpublic information or data to any Person relating toin connection with the foregoing, any Acquisition Proposalin each case, except to notify such Person of the existence of the provisions of this Section 7.2; or (iii) otherwise knowingly facilitate resolve or agree to do any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of . Notwithstanding anything to the restrictions set forth contrary in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach foregoing provisions of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary7.2(a), prior to the time, but not after, the Requisite Company Requisite Vote is Stockholder Approvals are obtained, the Company and its Representatives may, if it and its Subsidiaries and their respective Representatives have not breached this after complying with Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement7.2(e), (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Company Acquisition Proposal providing for after the acquisition date of all or substantially all this Agreement that did not result from a breach in any material respect of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, this Section 7.2 if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party such Person than those contained in the Confidentiality Agreement (as defined in Section 9.7)Agreement; it being understood provided, however, that such confidentiality agreement need not prohibit information has previously been made available to Parent or is made available to Parent prior to or promptly after the making, or amendment, of an Acquisition Proposaltime such information is made available to such Person; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or otherwise participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Company Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A)Proposal, if and only to the extent that, (xI) prior to taking any action described in clause (A), ) or (B) or (C) directly above, the board of directors Company Board (acting upon the recommendation of the Company Special Committee) or the Special Committee determines in good faith after consultation with its outside legal counsel taking that failure to take such action, in light of action would be inconsistent with the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their directors’ fiduciary duties under applicable Law, Law and (yII) in each such case referred to in clause (A) or (B) directly above, the board of directors Company Board (acting upon the recommendation of the Company Special Committee) or the Special Committee has determined in good faith based on the information then available and after consultation with its outside legal counsel and financial advisor that such Company Acquisition Proposal either constitutes a Company Superior Proposal (as defined below) or is could reasonably likely be expected to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. (i) The Company agrees that, except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall instruct and use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (iA) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or would be reasonably likely to lead to, any constitutes an Acquisition Proposal (as defined below); orProposal; (iiB) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal, except to notify such Person of the existence of this Section 6.2; (C) enter into any agreement or agreement in principle with respect to any Acquisition Proposal other than a confidentiality agreement referred to in Section 6.2(a)(ii); (D) grant any waiver, amendment or release under any standstill or confidentiality agreement or fail to use reasonable efforts to enforce any standstill or confidentiality agreement with respect to any equity securities of the Company; or (iiiE) otherwise knowingly facilitate any effort or attempt by any Person to make an Acquisition Proposal. Without limiting The Company and its Subsidiaries shall, and shall cause its and its Subsidiaries’ officers and directors to, and shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ Representatives to, cease immediately any discussions or negotiations, if any, with any Person (other than Parent, Merger Sub and their respective Representatives) conducted prior to the generality date of this Agreement with respect to any Acquisition Proposal and shall promptly request that any such Person in possession of confidential information about the foregoing, any violation of any of the restrictions set forth in this Section 6.2 Company that was furnished by any Representative or on behalf of the Company return or any destroy all such information in accordance with the terms of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. confidentiality agreement with such Person. (ii) Notwithstanding anything in the foregoing this Agreement to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, if the Company mayor its Representatives receive a written Acquisition Proposal from any Person, if it the Company and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, may (A) contact such Person to clarify the terms and conditions thereof; (B) provide information (including non-public information concerning the Company and its Subsidiaries) in response to a request therefor by a such Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the such Person so requesting such information an executed confidentiality agreement on terms not less restrictive more favorable to such Person in any material respect than the other party than those terms contained in any of the Confidentiality Agreement Agreements (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, making or amendment, amendment of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent Proposal to the extent such Acquisition Proposal is made directly to the Company); provided that the Company shall promptly (and in any event within 24 hours) make available to Parent any material non-public information concerning the Company and its Subsidiaries that the Company made available to any Person given such access which was not previously provided made available to Parent; (BC) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause such Person; and (A); or (CD) after having complied with this Section 6.26.2(c), approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal described in clause (A)Proposal, if and only to the extent that, (x) prior to taking any action described in clause (AB), (BC) or (CD) above, the board Board of directors Directors of the Company or any committee thereof determines in good faith after consultation with its outside legal counsel taking that such action, in light of action could be required by the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their directors’ fiduciary duties under applicable Law, (y) in each such case referred to in clause (AB) or (BC) above, the board Board of directors Directors of the Company or any committee thereof has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (CD) above, the board Board of directors Directors of the Company or any committee thereof determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by set forth in this Section 6.26.1, neither it Merger Partner and Public Company shall not, nor shall either of them authorize or permit any of its their respective Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its their or their Subsidiaries’ respective directors, officers, employees, investment bankers, attorneys, accountants and or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and accountants, other advisors or and representatives, collectively, “Representatives”) not to, to directly or indirectly: (i) solicit, initiate, solicit encourage or knowingly encourage take any other action designed to facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below)Proposal; or (ii) engage inenter into, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data furnish to any Person relating person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal; or . Notwithstanding the foregoing, if at any time prior to the approval of the Public Company Voting Proposals (iiithe “Specified Time”) otherwise knowingly facilitate Public Company receives an unsolicited, written Acquisition Proposal from any effort person or attempt group of persons that did not result from a breach by such party of this Section 6.1, (A) Public Company may contact such person or group of persons to make an clarify the terms and conditions thereof and (B) if Public Company Board determines in good faith, after consultation with outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, then Public Company may, subject to compliance with Section 6.1(c), (x) furnish information with respect to it to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement not less restrictive of the other party than the Confidentiality Agreement and (y) participate in discussions or negotiations with such person and its Representatives regarding any Superior Proposal. Without limiting the generality of the foregoing, it is agreed that any violation of any of the restrictions set forth in this Section 6.2 6.1(a) or the taking of any actions inconsistent with the restrictions set forth in this Section 6.1(a) by any Representative of the Public Company or any of its Subsidiaries Subsidiaries, shall be deemed to be a breach of this Section 6.2 6.1(a) by the Public Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Immediately upon the execution of this Agreement, the Company agrees thatwill, except as expressly permitted and will cause its Subsidiaries and its and their respective Representatives to, (i) cease and terminate and cause to be terminated any solicitation, encouragement, discussions or negotiations with any Person and its Representatives with respect to an Acquisition Proposal or a potential Acquisition Proposal, (ii) request the prompt return or destruction of all non-public information concerning the Company Group previously furnished to any such Person and destruction of all analyses and other materials prepared by or on behalf of such Person to the extent containing, reflecting or analyzing such information, in each case, in accordance with an Acceptable Confidentiality Agreement between the Company or any of its Affiliates, on one hand, and such Person, on the other hand, (iii) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives, and (iv) terminate all access granted to any such Person and its Representatives to any physical or electronic data room (or any other diligence access). Subject to the terms of Section 6.3(c), from the date hereof until the earlier to occur of the termination of this Section 6.2Agreement pursuant to Article IX and the Offer Acceptance Time, neither it the Company nor any of its Subsidiaries nor any of the officers and directors of it its or any of its Subsidiaries their respective Representatives shall, and that it the Company shall use its reasonable best efforts to instruct and cause its Subsidiaries and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, their respective officers, employeesdirectors and employees not to, investment bankers, attorneys, accountants and shall direct any other advisors external Representatives acting on its or representatives, collectively, “Representatives”) their behalf not to and shall not authorize any such Representatives to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or facilitate, assist or knowingly encourage encourage, any inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person any non-public information relating to the Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group, in connection with any Acquisition Proposal or any action that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to facilitate, assist or knowingly encourage, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (andiii) participate or engage in discussions, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions communications or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal described or inquiry that would reasonably be expected to lead to an Acquisition Proposal (other than informing such Persons of the provisions contained in clause this Section 6.3); (Aiv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”); or (Cvi) after having complied take any action to exempt any third party from the restrictions on “business combinations” set forth in Section 203 of the DGCL (as such term is defined in Section 203 of the DGCL) or any other applicable “anti-takeover” statutes or otherwise cause such restrictions not to apply. From the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Offer Acceptance Time, the Company will not be required to enforce, and will be permitted to grant a waiver, amendment or release under, any provision of any standstill or confidentiality agreement solely to the extent that (x) such waiver, amendment or release would allow an unsolicited Acquisition Proposal (or amendment to an unsolicited Acquisition Proposal) to be made to the Company or the Company Board (or any committee thereof) in compliance with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable 6.3 and (publicly or otherwisey) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation Board has determined that the failure to do so would be or would reasonably be expected to be inconsistent with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their its fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company agrees thatSubject to the terms of Section 5.3(b), except as expressly permitted by from the date of this Section 6.2, neither it nor any of its Subsidiaries nor any Agreement until the earlier to occur of the officers termination of this Agreement pursuant to Article VIII and directors of it or any of its Subsidiaries shallthe Effective Time, and that it shall use its reasonable best efforts to instruct the Company will cease and cause its to be terminated any discussions or negotiations with and terminate any data room access (or other diligence access) of any Person and its Subsidiaries’ employeesAffiliates, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankersconsultants, attorneysagents, accountants representatives and other advisors or representatives, (collectively, “Representatives”) relating to any Acquisition Transaction. Promptly following the date of this Agreement, the Company will request that each Person (other than Parent and its Representatives) that has, prior to the date of this Agreement, executed a confidentiality agreement in connection with its consideration of acquiring the Company to promptly return or destroy all non-public information furnished to such Person by or on behalf of the Company or any of its Subsidiaries prior to the of this Agreement in accordance with the terms of such confidentiality agreement. Subject to the terms of Section 5.3(b) and Section 5.3(d), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries and their respective directors, executive and other officers will not, and the Company will not authorize or direct any of its or its Subsidiaries’ employees, consultants or other Representatives to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies ofiii) any such information to Parent to the extent not previously provided to Parent; (B) participate or engage or participate in any discussions or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal, or with respect to any inquiries from third Persons relating to making a potential Acquisition Proposal described (other than only informing such Persons of the provisions contained in clause this Section 5.3); (Aiv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (Cvi) after having complied with authorize or commit to do any of the foregoing. From the date of this Section 6.2Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, approvethe Company will not be required to enforce, recommendand will be permitted to waive, any provision of any standstill or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only confidentiality agreement to the extent that, (x) prior that such provision prohibits or purports to taking any action described in clause (A), (B) or (C) above, the board of directors of prohibit a confidential proposal being made to the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, Board (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposalany committee thereof).

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 6.26.2 and except as may relate to any Excluded Party as set forth in Section 6.2(c) only for so long as they are Excluded Parties, neither it nor any of the Company and its Subsidiaries nor any of the and their respective officers and directors of it or any of its Subsidiaries shall, and that it the Company shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not Representatives to, directly or indirectly: (i) at 12:00 a.m. (New York City time) on the 31st calendar day after the date of this Agreement (the “No-Shop Period Start Date”) immediately cease and terminate any solicitation, encouragement (including by way of providing access to non-public information or the business, properties, assets or personnel of the Company or any of its Subsidiaries to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources), discussions or negotiations (or any other actions permitted by Section 6.2(a)) with any Persons that may be ongoing with respect to any inquiry, proposal or Acquisition Proposal, and as promptly as practicable thereafter deliver a written notice to each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any inquiry, proposal or Acquisition Proposal, effective immediately, which notice shall also request such Person to return or destroy promptly all confidential information concerning the Company and its Subsidiaries, and (ii) from the No-Shop Period Start Date until the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, not directly or indirectly (A) initiate, solicit solicit, knowingly facilitate or knowingly encourage (publicly or otherwise) (including by way of providing access to non-public information or the business, properties, assets or personnel of the Company or any of its Subsidiaries to any Person and its Representatives, its Affiliates and its prospective equity and debt financing sources) any inquiries regarding, or the making making, submission or announcement of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any an Acquisition Proposal Proposal, (as defined below); or (iiB) engage inor enter into, continue or otherwise participate in any discussions or negotiations regardingwith respect to, or provide any non-public information or data to any Person relating toconcerning the Company or its Subsidiaries or the business, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort properties, assets or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative personnel of the Company or any of its Subsidiaries shall to any Person relating to, or that would reasonably be deemed expected to lead to, any Acquisition Proposal or otherwise cooperate with or assist or participate in, or knowingly facilitate such inquiries, proposals, discussions or negotiations, (C) grant to any Person any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute, other than (if the Board determines that the failure to take such action would be inconsistent with the Company directors’ fiduciary duties under Applicable Law) a breach limited waiver, amendment or release under any standstill agreement for the sole purpose of this Section 6.2 allowing any Person or group of Persons to make an Acquisition Proposal or an offer that would reasonably be expected to lead to an Acquisition Proposal or (D) otherwise knowingly facilitate any such inquiries, proposals, discussion or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. Not later than twenty-four (24) hours after the Company. Notwithstanding anything in expiration of the foregoing to the contrary, prior to the time, but not afterGo-Shop Period, the Company Requisite Vote is obtainedshall certify to Parent and Merger Sub the number and identity of any Excluded Parties and, subject to the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets ability of the Company to make a Recommendation Withdrawal pursuant to and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied accordance with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (the Company’s Board of Directors shall publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of expressly reaffirm the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior ProposalBoard Recommendation.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 6.24.02, neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall instruct and use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such officers, directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit or knowingly encourage any inquiries any, or the making of any any, inquiry, indication of interest, proposal or offer that constitutes, or would could reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); orProposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, time the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of subject to the Shareholder Support AgreementCompany providing prior notice to Parent, (A) provide information in response to a request therefor by a Person who has made an unsolicited a bona fide written Acquisition Proposal providing for the acquisition that did not result from a breach of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, this Section 4.02 if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition ProposalProposal but which shall not prohibit the Company from fulfilling its obligations under this Section 4.02); provided, however, that the Company shall promptly after the execution thereof provide a true and promptly discloses (and, if applicable, provides copies of) complete copy to Parent of any such confidentiality agreement and any such information to Parent to the extent not previously provided to Parent, in each case, redacted, if necessary, to remove the identity of the Person making the proposal or offer; or (B) engage or participate in any discussions or negotiations with any Person who has made such an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A)Proposal, if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (CB) above, the board of directors of the Company determines in good faith (after consultation with its outside legal counsel taking counsel) that the failure to take such action, action would reasonably be expected to result in light a breach of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their directors’ fiduciary duties under applicable Law, Law and (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its outside legal counsel and its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is could reasonably likely be expected to result in a Superior Proposal. Without limiting the generality of the foregoing, and (z) it is understood that any violation of the restrictions set forth in the case referred to in clause (Cfirst sentence of this Section 4.02(a) aboveby any director, the board of directors officer, investment banker or attorney of the Company determines in good faith (after consultation with or any of its financial advisor and outside legal counselSubsidiaries shall be deemed to be a breach of this Section 4.02(a) that such Acquisition Proposal is a Superior Proposalby the Company.

No Solicitation or Negotiation. Subject to the terms of this Section 6.2, the Company agrees that, from the date of this Agreement until the earlier of the termination of this Agreement pursuant to ARTICLE VIII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective officers and directors to, and will instruct each of its and their respective other Representatives to cease and cause to be terminated any discussions or negotiations with any Person or Group that would be prohibited by this Section 6.2(a) and will cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or Group or its or their Representatives; and shall terminate all access granted to any such Person or Group and its or their Representatives to any physical or electronic data room (or any other diligence access). The Company agrees that, except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the officers employees (including any officers) and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); orProposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public nonpublic information or data to any Person or Group relating to, to any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to state that the terms of this Section 6.2 prohibit such discussions); (iii) approve, endorse or recommend any Acquisition Proposal or submit an Acquisition Proposal; (iv) enter into any Contract or understanding relating to an Acquisition Proposal or that would reasonably be expected to require the Company to abandon, terminate or fail to consummate the Merger; or (iiiv) otherwise knowingly facilitate resolve or agree to do any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company agrees thatSubject to the terms of Section 5.3(b), except as expressly permitted by from the date of this Section 6.2, neither it nor any of its Subsidiaries nor any Agreement until the earlier to occur of the officers termination of this Agreement pursuant to Article VIII and directors of it or any of its Subsidiaries shallthe Effective Time, and that it shall use its reasonable best efforts to instruct the Company will (x) cease and cause its to be terminated any discussions or negotiations with any Person and its Subsidiaries’ employeesAffiliates, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankersconsultants, attorneysagents, accountants representatives and other advisors or representatives, (collectively, “Representatives”) that would be prohibited by this Section 5.3(a), (y) except as requested by Parent, promptly following the execution of this Agreement deliver written notice to each such Person with whom such discussions or negotiations are ongoing that the Company is ending all such discussions or negotiations with such Person pursuant to this Agreement, which written notice shall also request that such Person promptly return or destroy all confidential information concerning the Company and its Subsidiaries and (z) except as requested by Parent, terminate any electronic data room access (or other diligence access) of any such Person. Subject to the terms of Section 5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, except with the prior written consent of or at the request of Parent in connection with a Carveout Transaction, the Company and its Subsidiaries will not, will cause its officers and directors not to, and will not instruct, authorize or knowingly permit any of their other respective Representatives to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any inquiries Inquiry, proposal or offer that constitutes or could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any Inquiries or the making of any proposal or offer that constitutes, or would could reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies ofiii) any such information to Parent to the extent not previously provided to Parent; (B) participate or engage or participate in any discussions or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal described (or Inquiries, communications, proposals or offers or any other effort or attempt that could reasonably be expected to lead to an Acquisition Proposal), in clause each case, other than informing such Persons of the provisions contained in this Section 5.3; (A)iv) approve, endorse recommend or knowingly take any action to make the provision of any “control share acquisition”, “business combination” or other similar anti-takeover Law inapplicable to an Acquisition Proposal; or (Cv) after having complied with this Section 6.2enter into any letter of intent, approveagreement in principle, recommendmemorandum of understanding, merger agreement, acquisition agreement or otherwise declare advisable or propose other Contract relating to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, agreement in clause (Aprinciple, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”), if . From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) aboveEffective Time, the board Company will be required to enforce, and will not be permitted to waive, terminate or modify, any provision of directors of any standstill agreement unless the Company determines Board concludes in good faith faith, after consultation with its outside legal counsel taking such actioncounsel, in light of that the Acquisition Proposal and failure to so waive, terminate or modify or fail to enforce would be inconsistent with the terms of this Agreement, is reasonably required for the directors to comply with their Company Board’s fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company agrees thatSubject to the terms of Section 5.3(b), except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any from and after the date hereof until the earlier to occur of the officers termination of this Agreement pursuant to Article VIII and directors of it or any of its Subsidiaries shallthe Effective Time, and that it shall use its reasonable best efforts to instruct the Company will cease and cause its to be terminated any discussions or negotiations with any Person and its Subsidiaries’ employeesAffiliates, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankersconsultants, attorneysagents, accountants representatives and other advisors or representatives, (collectively, “Representatives”) regarding an Acquisition Proposal, cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives and terminate all access granted to any such Person and its Representatives to any physical or electronic data room. Subject to the terms of Section 5.3(b), from and after the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company Group will not, and will not instruct, authorize or knowingly permit any of its Representatives acting on the Company’s behalf (other than Parent and its Affiliates and Representatives) to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent or any designees of Parent) any non-public information relating to the Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent or any designees of Parent), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies ofiii) any such information to Parent to the extent not previously provided to Parent; (B) participate or engage or participate in any discussions or negotiations with any Person who has made with respect to any inquiry or proposal that constitutes, or would reasonably be expected to lead to, an unsolicited bona fide written Acquisition Proposal described in clause Proposal; (Aiv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (Cvi) after having complied with authorize or commit to do any of the foregoing. From the date hereof until the earlier to occur of the termination of this Section 6.2Agreement pursuant to Article VIII and the Effective Time, approvethe Company will not be required to enforce, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A)and will, if and only requested, be permitted to waive, any provision of any standstill or confidentiality agreement, in each case, solely to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, that the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company Special Committee has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposalthe failure to do so would be inconsistent with its fiduciary duties pursuant to applicable law.

No Solicitation or Negotiation. The Subject to the terms of Section 5.2(b), during the Interim Period, the Company agrees thatwill, except as expressly permitted by this and will cause its Subsidiaries to, and will instruct its legal and financial advisors, to (i) cease and cause to be terminated any discussions or negotiations with, (ii) cease providing any further non-public information with respect to the Company Group to, and (iii) terminate all access granted to any physical or electronic data room (or other access to diligence) to, any Person and its Affiliates or Representatives that relates to, or that would reasonably be expected to lead to, an Acquisition Proposal. Subject to the terms of Section 6.25.2(b), neither it nor during the Interim Period, the Company Group will not, and will not instruct, authorize or knowingly permit any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not Representatives to, directly or indirectly: , (i1) solicit, initiate, solicit or propose the making, submission or announcement of, or knowingly encourage any inquiries induce, encourage, facilitate or the making of assist, any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, an Acquisition Proposal; (2) furnish to any Acquisition Proposal Person (as defined below); or (iiother than to Parent and its Affiliates and their respective Representatives) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information relating to the Company Group or data afford to any Person relating toaccess to the business, properties, assets, books, records or other non-public information, or to any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoingpersonnel, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it Group (other than Parent and its Subsidiaries Affiliates and their respective Representatives have not breached this Section 6.2Representatives), and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written any such case in connection with any Acquisition Proposal providing for or with the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive intent to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit induce the making, submission or amendmentannouncement of, of or to knowingly encourage, facilitate or assist, any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; and promptly discloses (and3) participate or engage in, if applicableor knowingly facilitate, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal described or with respect to any inquiries from any Person relating to the making of an Acquisition Proposal (other than informing such Persons of the provisions contained in clause this Section 5.2 and contacting the Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal); (A4) approve, endorse, or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (5) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (C6) after having complied with this Section 6.2authorize, approvepropose or commit to do any of the foregoing. During the Interim Period, recommendthe Company will not be required to enforce, and will be permitted to waive, any provision of any standstill provision in any confidentiality agreement or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only Contract solely to the extent that, (x) prior that such provision prohibits or purports to taking any action described in clause (A), (B) or (C) above, the board of directors of prohibit a confidential proposal being made to the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, Board (yor any committee thereof) in each such case referred to in clause (A) or (B) above, the board of directors of if the Company has determined in good faith based on the information then available and faith, after consultation with its financial advisor outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law. Promptly (and in any event within five (5) Business Days) following the date of this Agreement, the Company will request that each Person (other than Parent and its Representatives) that has executed a confidentiality agreement in the seven (7) months prior to the date of this Agreement in connection with its consideration of an Acquisition Proposal either constitutes a Superior Proposal (as defined below) promptly return or is reasonably likely destroy, in accordance with the terms of such confidentiality agreement, all non-public information furnished to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors such Person by or on behalf of the Company determines in good faith (after consultation with or its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior ProposalSubsidiaries prior to the date of this Agreement.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by Subject to the terms of this Section 6.25.4, neither it nor any from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries nor any of the and its and their respective officers and directors of it or any of its Subsidiaries shalldirectors, and that it shall will instruct and use its reasonable best efforts to instruct cause each of its other Representatives to cease and cause its to be terminated any discussions or negotiations with any Third Person and its Subsidiaries’ employeesRepresentatives that would be prohibited by this Section 5.4(b), investment bankersrequest the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement with respect to an Acquisition Proposal was entered into at any time within the three (3) month period immediately preceding the No-Shop Period Start Date and will (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Third Person or its Representatives; and (B) terminate all access granted to any such Third Person and its Representatives to any physical or electronic data room (or any other diligence access). Subject to the terms of Section 5.4(c), attorneysfrom the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, accountants the Company and its Subsidiaries will not instruct, authorize or knowingly permit any of their officers and directors or any of their other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not Representatives to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any inquiries Inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Third Person any non-public information relating to the Company Group or afford to any Third Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group, in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that constituteswould reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications or negotiations with any Third Person with respect to an Acquisition Proposal or Inquiry (other than informing such Third Persons of the provisions contained in this Section 5.4); (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses or (andv) enter into any letter of intent, if applicableagreement in principle, provides copies of) memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such information letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to Parent an Acquisition Transaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”). Notwithstanding the commencement of the No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 5.4(a) with respect to any Excluded Party (but only for so long as such Person is and remains an Excluded Party), including with respect to any amended or modified Acquisition Proposal submitted by any Excluded Party following the No-Shop Period Start Date, and the restrictions in this Section 5.4(b) shall not apply with respect thereto. From the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the extent not previously provided to Parent; Company Board (Bor any committee thereof) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of unless the Company determines Board has determined in good faith faith, after consultation with its outside legal counsel taking counsel, that failure to take such action, in light of the Acquisition Proposal and the terms of this Agreement, is action would reasonably required for the directors be expected to comply be inconsistent with their its fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal).

No Solicitation or Negotiation. The Company agrees that(a) Prior to the closing or the termination of this Agreement, except as expressly permitted by this Section 6.2the Shareholders will not, neither it nor any of its Subsidiaries nor any of and will not permit the officers and directors of it Company, or any of its Subsidiaries shallofficers, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officersaffiliates, employees, investment bankers, attorneys, accountants and other advisors representatives or representatives, collectively, “Representatives”) not agents to, directly or indirectly: (i) solicit, initiate, solicit consider, encourage or knowingly encourage accept any inquiries other proposals or the making of any proposal or offer that constitutes, or would be reasonably likely to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to offers from any Person other than the Buyer involving or relating to, to (A) any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort acquisition or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation purchase of any of the restrictions set forth in this Section 6.2 by any Representative capital stock of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all material portion of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) aboveany other extraordinary business transaction that would reasonably be expected to be inconsistent with, conflict with or otherwise have a material adverse effect on the consummation of the transactions contemplated hereby, or (ii) participate in any discussions, conversations, negotiations and other communications with any Person other than the Buyer regarding, or furnish to any other Person any non-public information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. (b) The Shareholders will, and will cause the Company, and its officers, directors, affiliates, employees, representatives or agents to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Person conducted with respect to any of the foregoing prior to the date hereof. (c) The Shareholders promptly will notify the Buyer if any Shareholder, the board of directors Company or any officer, director, Affiliate, employee, representative or agent of the Company has determined are approached with respect to, or are otherwise made aware of, any such discussions or any such inquiries or proposals and will, in good faith based on any such notice to the information then available Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and after consultation with its financial advisor that the terms and conditions of such Acquisition Proposal either constitutes a Superior Proposal (as defined below) proposal, offer, inquiry or is reasonably likely to result in a Superior Proposalother contact. The Shareholders will not, and (z) in will not permit the case referred Company to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to in clause (C) abovewhich the Company is a party, without the board of directors prior written consent of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior ProposalBuyer.

No Solicitation or Negotiation. The Company agrees thatSubject to the terms of Section 5.3(b), except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any from the Agreement Date until the earlier to occur of the officers (i) termination of this Agreement pursuant to Article VIII and directors of it (ii) Effective Time, the Company will cease and cause to be terminated any discussions or any of its Subsidiaries shallnegotiations with, and that it shall use its reasonable best efforts terminate any data room access (or other access to instruct and cause its diligence) of, any Person and its Subsidiaries’ employeesAffiliates, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankersconsultants, attorneysagents, accountants representatives and other advisors or representatives, (collectively, “Representatives”) relating to an Acquisition Transaction. Unless the Company has already so requested prior to the Agreement Date, promptly following the Agreement Date, the Company will request that each Person (other than Parent and its Representatives) that has, prior to the Agreement Date, executed a confidentiality agreement in connection with its consideration of an Acquisition Transaction, promptly return or destroy, in accordance with the terms of such confidentiality agreement, all non-public information furnished to such Person by or on behalf of the Company or the Company Subsidiaries prior to the Agreement Date. Subject to the terms of Section 5.3(b) and Section 5.3(d), from the Agreement Date until the earlier to occur of the (i) termination of this Agreement pursuant to Article VIII and (ii) Effective Time, the Company and the Company Subsidiaries, and their respective directors and executive officers, will not, and the Company will not authorize or direct any of its or the Company Subsidiaries’ employees, consultants or other Representatives to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any inquiries proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of the Company Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of the Company Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or offer engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to the making of, or that would reasonably be expected to lead to, an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or would could reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (andv) enter into any letter of intent, if applicablememorandum of understanding, provides copies of) merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such information letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (ATransaction, an “Alternative Acquisition Agreement”); or (Cvi) after having complied with authorize or commit to do any of the foregoing. From the Agreement Date until the earlier to occur of the (i) termination of this Section 6.2Agreement pursuant to Article VIII and (ii) Effective Time, approvethe Company will not be required to enforce, recommend, or otherwise declare advisable or propose and following prior notice to approve, recommend or declare advisable Parent (publicly or otherwise) an Acquisition Proposal described in clause (Aincluding providing the identity of any Person requesting such waiver), if will be permitted to waive, any provision of any standstill or confidentiality agreement to the extent (and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counselextent) that such Acquisition Proposal is provision prohibits or purports to prohibit a Superior Proposalconfidential proposal being made to the Company Board (or any committee thereof) without any public disclosure thereof (except as required by the rules of the SEC in the Proxy Statement).

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 6.25.3, neither it nor any of its Subsidiaries nor any from and after the date hereof until the earlier to occur of the officers termination of this Agreement pursuant to Article VIII and directors of it or any of its Subsidiaries shallthe Effective Time, and that it shall use its reasonable best efforts to instruct the Company will cease and cause its to be terminated any discussions or negotiations with any Person and its Subsidiaries’ employeesAffiliates, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankersconsultants, attorneysagents, accountants representatives and other advisors or representatives, (collectively, “Representatives”) that would be prohibited by this Section 5.3(a), request the prompt return or destruction of all non-public information concerning the Company or its Subsidiaries theretofore furnished to any such Person with whom a confidentiality agreement in contemplation of an acquisition transaction was entered into at any time within the six month period immediately preceding the date hereof and will (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives, other than through public disclosures that the Company makes in the ordinary course of business (for the avoidance of doubt, none of which shall be intended to facilitate an Acquisition Proposal); and (B) terminate all access granted to any such Person and its Representatives to any physical or electronic data room. Except as permitted by this Section 5.3, from and after the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company Group will not, and will not instruct, authorize or knowingly permit any of its Representatives to, directly or indirectly:, (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub or any of their Representatives) any non-public information relating to the Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent, Merger Sub or any designees of Parent or Merger Sub or any of their Representatives), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any an Acquisition Proposal; or; (iii) otherwise knowingly facilitate any effort participate or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth engage in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose respect to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described (other than informing such Persons of the provisions contained in clause this Section 5.3); (Aiv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal (provided, however, that this subsection shall not preclude internal non-public deliberations and actions of the Company Board and management (which actions by themselves do not trigger disclosure requirements for the Company) and non-public discussions of the Company Board and management with its advisors, in each case with respect to an Acquisition Proposal); or (v) enter into any letter of intent, if memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement, an “Alternative Acquisition Agreement”). From the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and only the Effective Time, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement solely to the extent that, (x) prior that such provision prohibits or purports to taking any action described in clause (A), (B) or (C) above, the board of directors of prohibit a confidential proposal being made to the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, Board (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposalany committee thereof).

No Solicitation or Negotiation. The Subject to the terms of this Section 5.3, from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company agrees that, except as expressly permitted will cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 6.25.3(b), neither it nor request the prompt return or destruction of all non-public information concerning the Company or its Subsidiaries theretofore furnished to any such Person with whom a confidentiality agreement was entered into at any time within the six month period immediately preceding the No-Shop Period Start Date and will (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives; and (B) terminate all access granted to any such Person and its Representatives to any physical or electronic data room. Subject to the terms of Section 5.3(c), from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company Group will not, and will not instruct, authorize or knowingly permit any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not Representatives to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies ofiii) any such information to Parent to the extent not previously provided to Parent; (B) participate or engage or participate in any discussions or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal described (other than informing such Persons of the provisions contained in clause this Section 5.3); (A)iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; or (Cv) after having complied with this Section 6.2enter into any letter of intent, approvememorandum of understanding, recommendmerger agreement, acquisition agreement or otherwise declare advisable or propose other Contract relating to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause Transaction, other than an Acceptable Confidentiality Agreement (Aany such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, if the Company will not be required to enforce, and only will be permitted to waive, any provision of any standstill or confidentiality agreement solely to the extent that, (x) prior that such provision prohibits or purports to taking any action described in clause (A), (B) or (C) above, the board of directors of prohibit a confidential proposal being made to the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, Board (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposalany committee thereof).

No Solicitation or Negotiation. The Until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Offer Acceptance Time, the Company agrees thatwill, except as expressly permitted and will cause its Subsidiaries and its and their respective Representatives to cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 6.25.3(b), neither it nor request the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement was entered into at any time within the twelve (12) month period immediately preceding the No-Shop Period Start Date and will (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives; and (B) terminate all access granted to any such Person and its Representatives to any physical or electronic data room (or any other diligence access). Subject to the terms of Section 5.3(c), from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not instruct, authorize or knowingly permit any of its Subsidiaries nor any of the their officers and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and their other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not Representatives to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any inquiries Inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that constituteswould reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications or would negotiations with any Third Person with respect to an Acquisition Proposal or Inquiry (other than informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or could reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses or (andv) enter into any letter of intent, if applicableagreement in principle, provides copies of) memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such information letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to Parent an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the extent not previously provided Company Board (or any committee thereof) (unless the Company Board has determined in good faith, after consultation with its outside counsel, that failure to Parent; take such action (BI) engage or participate in any discussions or negotiations with any Person who has made would prohibit the counterparty from making an unsolicited bona fide written Acquisition Proposal described to the Company Board in clause (A); or (C) after having complied compliance with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable 5.3 and (publicly or otherwiseII) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation would be inconsistent with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their its fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposallaw).

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shallCompany shall not, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants its and other advisors or representatives, collectively, “Representatives”) their Representatives not to, directly or indirectly: : (i) solicit, initiate, solicit knowingly encourage or knowingly encourage facilitate any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies ofii) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written regarding, or relating to, any Acquisition Proposal described in clause (A)or any inquiry, proposal or offer that would reasonably be expected to lead to any Acquisition Proposal; or (Ciii) after having complied provide any non-public information concerning the Company or any of its Subsidiaries to any Person, or afford access to the business, assets, properties, books or records, other information or employees or other Representatives of the Company or any of its Subsidiaries in connection with, with the intent to induce, or that could reasonably be expected to lead to, any Acquisition Proposal. The Company shall, and the Company shall cause its Subsidiaries and direct its Representatives to, immediately (1) cease and cause to be terminated any discussions and negotiations with any Person (other than Parent, Merger Sub and their Representatives) conducted heretofore with respect to any Acquisition Proposal, or proposal that could reasonably be expected to lead to an Acquisition Proposal and cease providing any information to any such Person or its Representative, (2) with respect to any Person with whom such discussions or negotiations have been terminated, promptly following the date hereof (and in any event within two Business Days hereof) request that such Person and its Representatives to return or destroy, in accordance with the terms of the applicable confidentiality agreement, any information furnished by or on behalf of the Company and shall take all necessary action to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement, (3) promptly terminate all access granted to any Person and its Representatives to any physical or electronic data rooms relating (or other diligence access) and (4) not terminate, waive, amend or modify any provision of any existing confidentiality or standstill agreement with respect to a potential Acquisition Proposal; provided that the foregoing shall not restrict the Company from informing any Person that makes an Acquisition Proposal of the restrictions imposed by this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Subject to the terms of Section 5.2(b), during the Interim Period, the Company agrees thatwill, except as expressly permitted by this and will cause its Subsidiaries to, and will instruct its legal and financial advisors, to (i) cease and cause to be terminated any discussions or negotiations with, (ii) cease providing any further non-public information with respect to the Company Group to, and (iii) terminate all access granted to any physical or electronic data room (or other access to diligence) to, any Person and its Affiliates or Representatives that relates to, or that would reasonably be expected to lead to, an Acquisition Proposal. Subject to the terms of Section 6.25.2(b), neither it nor during the Interim Period, the Company Group will not, and will not instruct, authorize or knowingly permit any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not Representatives to, directly or indirectly: , (i1) solicit, initiate, solicit or propose the making, submission or announcement of, or knowingly encourage any inquiries induce, encourage, facilitate or the making of assist, any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, an Acquisition Proposal; (2) furnish to any Acquisition Proposal Person (as defined below); or (iiother than to Parent and its Affiliates and their respective Representatives) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information relating to the Company Group or data afford to any Person relating toaccess to the business, properties, assets, books, records or other non-public information, or to any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoingpersonnel, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it Group (other than Parent and its Subsidiaries Affiliates and their respective Representatives have not breached this Section 6.2Representatives), and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written any such case in connection with any Acquisition Proposal providing for or with the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive intent to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit induce the making, submission or amendmentannouncement of, of or to knowingly encourage, facilitate or assist, any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; and promptly discloses (and3) participate or engage in, if applicableor knowingly facilitate, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal described or with respect to any inquiries from any Person relating to the making of an Acquisition Proposal (other than informing such Persons of the provisions contained in clause this Section 5.2 and contacting the Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal); (A4) approve, endorse, or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (5) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (C6) after having complied with this Section 6.2authorize, approvepropose or commit to do any of the foregoing. During the Interim Period, recommendthe Company will not be required to enforce, and will be permitted to waive, any provision of any standstill provision in any confidentiality agreement or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only Contract solely to the extent that, (x) prior that such provision prohibits or purports to taking any action described in clause (A), (B) or (C) above, the board of directors of prohibit a confidential proposal being made to the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, Board (yor any committee thereof) in each such case referred to in clause (A) or (B) above, the board of directors of if the Company has determined in good faith based on the information then available and faith, after consultation with its financial advisor outside legal counsel, that failure to take such action would likely be inconsistent with its fiduciary duties under applicable Law. Promptly (and in any event within five Business Days) following the date of this Agreement, the Company will request that each Person (other than Parent and its Representatives) that has executed a confidentiality agreement prior to the date of this Agreement in connection with its consideration of an Acquisition Proposal either constitutes a Superior Proposal (as defined below) promptly return or is reasonably likely destroy, in accordance with the terms of such confidentiality agreement, all non-public information furnished to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors such Person by or on behalf of the Company determines in good faith (after consultation with or its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior ProposalSubsidiaries prior to the date of this Agreement.

No Solicitation or Negotiation. The (a) Prior to the closing or the termination of this Agreement, the Company agrees thatand the Shareholders will not, except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor and will not permit any of the officers and directors of it or any of its Subsidiaries shallCompany's officers, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officersaffiliates, employees, investment bankers, attorneys, accountants and other advisors representatives or representatives, collectively, “Representatives”) not agents to, directly or indirectly: (i) solicit, initiate, solicit consider, encourage or knowingly encourage accept any inquiries other proposals or the making of any proposal or offer that constitutes, or would be reasonably likely to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to offers from any Person other than the Buyer involving or relating to, to (A) any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort acquisition or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation purchase of any of the restrictions set forth in this Section 6.2 by any Representative capital stock of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all material portion of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) aboveany other extraordinary business transaction that would reasonably be expected to be inconsistent with, conflict with or otherwise have a material adverse effect on the consummation of the transactions contemplated hereby, or (ii) participate in any discussions, conversations, negotiations and other communications with any Person other than the Buyer regarding, or furnish to any other Person any non-public information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. (b) The Company and the Shareholders will, and will cause the Company's officers, directors, affiliates, employees, representatives or agents to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Person conducted with respect to any of the foregoing prior to the date hereof. (c) The Shareholders promptly will notify the Buyer if any Shareholder, the board of directors Company or any officer, director, Affiliate, employee, representative or agent of the Company has determined are approached with respect to, or are otherwise made aware of, any such discussions or any such inquiries or proposals and will, in good faith based on any such notice to the information then available Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and after consultation with its financial advisor that the terms and conditions of such Acquisition Proposal either constitutes a Superior Proposal (as defined below) proposal, offer, inquiry or is reasonably likely to result in a Superior Proposalother contact. The Shareholders will not, and (z) in will not permit the case referred Company to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to in clause (C) abovewhich the Company is a party, without the board of directors prior written consent of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior ProposalBuyer.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shallCompany shall not, and that it shall use its reasonable best efforts to instruct and cause its Subsidiaries, any controlled Affiliates and its Subsidiaries’ and their respective directors, officers, employees, and shall direct its and their respective investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicit knowingly encourage or knowingly encourage facilitate any inquiries regarding or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any an Acquisition Proposal (as defined below); orProposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or with any Person regarding any Acquisition Proposal (other than to inform any Person of this Section 6.2(a)); (iii) provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating toPerson, or afford access to the business, assets, properties, books or records, other information or employees or other Representatives of the Company or any of its Subsidiaries in connection with any Acquisition Proposal; or (iiiiv) otherwise knowingly facilitate approve, authorize, agree or publicly announce an intention to do any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing. The Company shall, and shall cause its Subsidiaries and controlled Affiliates to, and shall direct its and their respective Representatives to, immediately cease and cause to be terminated any violation discussions and negotiations with any Person (other than Parent, Merger Sub, and their respective Representatives) conducted heretofore with respect to any Acquisition Proposal; provided that nothing in this Agreement shall restrict the Company from permitting a Person to request the amendment or waiver of a “standstill” or similar obligation or from effecting such amendment or granting such a waiver, in each case, to the extent necessary to comply with the fiduciary duties of the members of the Board under applicable Law. The Company agrees that any violations of the restrictions set forth in this Section 6.2 by any of directors, officers, employees or any Representative retained by and acting at the direction of the Company or any of its Subsidiaries shall will be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Subject to the terms of this Section 5.3, from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company agrees thatwill, except and will cause its Subsidiaries and its and their Representatives (other than with respect to, in each case, any Excluded Party, which has reaffirmed its Acquisition Proposal to the Company Board within 24 hours of the No-Shop Period Start Date, and its Representatives, but only for so long as expressly permitted such Person is and remains an Excluded Party) to cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 6.25.3(b), neither it nor request the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement was entered into at any time within the twelve (12) month period immediately preceding the No-Shop Period Start Date and will (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives; and (B) terminate all access granted to any such Person and its Representatives to any physical or electronic data room (or any other diligence access). Subject to the terms of Section 5.3(c), from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries will not instruct, authorize or knowingly permit any of its Subsidiaries nor any of the their officers and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and their other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not Representatives to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any inquiries Inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (ii) other than with respect to any Excluded Party which has reaffirmed its Acquisition Proposal to the Company Board within 24 hours of the No-Shop Period Start Date (and in the case of an Excluded Party, only for so long as the applicable Person is and remains an Excluded Party), furnish to any Person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any Inquiries or the making of any proposal or offer that constituteswould reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications or would negotiations with any Third Person with respect to an Acquisition Proposal or Inquiry (other than informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes or could reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses or (andv) enter into any letter of intent, if applicableagreement in principle, provides copies of) memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such information letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to Parent an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the extent not previously provided Company Board (or any committee thereof) (unless the Company Board has determined in good faith, after consultation with its outside counsel, that failure to Parent; take such action (BI) engage or participate in any discussions or negotiations with any Person who has made would prohibit the counterparty from making an unsolicited bona fide written Acquisition Proposal described to the Company Board in clause (A); or (C) after having complied compliance with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable 5.3 and (publicly or otherwiseII) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation would be inconsistent with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their its fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposallaw).

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by set forth in this Section 6.26.1, neither it nor any until the earlier to occur of its (i) the termination of this Agreement pursuant to Article VIII or (ii) the Effective Time, each of Merger Partner, Public Company and their respective Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shallshall not, and that it each of Merger Partner and Public Company shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such their respective directors, officers, employeesemployees and consultants not to, investment bankers, attorneys, accountants and other shall instruct their respective attorneys and financial advisors or representatives, collectively, (“Representatives”) not to, directly or indirectly: (i) initiatesolicit, solicit seek, encourage, induce or initiate or knowingly take any action to facilitate or encourage any offers, inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); oror Acquisition Inquiry; (ii) engage inenter into, continue or otherwise participate or engage in any discussions or negotiations regardingregarding any Acquisition Proposal or Acquisition Inquiry, or provide furnish to any Person any non-public information or data to afford any Person relating other than Public Company or Merger Partner, as applicable, access to such party’s property, books or records (except pursuant to a request by a Governmental Entity) in connection with any offers, inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; (iii) take any action to make the provisions of any “fair price”, “business combination” or “control share acquisition” statute or other similar statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; or (iiiiv) otherwise knowingly facilitate any effort or attempt publicly propose to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of do any of the restrictions foregoing described in clauses (i) through (iii). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, subject to compliance with Section 6.2 6.1(c), prior to the Specified Time, each of Public Company and Merger Partner, and their respective Representatives, may (A) furnish non-public information with respect to Public Company and its Subsidiaries or Merger Partner, as the case may be, to any Qualified Person (and the Representatives of such Qualified Person), or (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any bona fide, unsolicited written Acquisition Proposal which such party’s board of directors determines in good faith, after consultation with such party’s financial advisors and outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Proposal (and is not withdrawn); provided, (x) that either Merger Partner or Public Company, as the case may be, receives from the Qualified Person an executed confidentiality agreement on terms not less restrictive than exist in the Confidentiality Agreement and, if entered into after the date of this Agreement, containing additional provisions that expressly permit such party to comply with this terms of this Section 6.1 (a copy of which shall be provided to the other party), (y) that the party seeking to make use of this proviso has not otherwise materially breached this Section 6.1 with respect to such Acquisition Proposal or the Person making such Acquisition Proposal, and (z) the Merger Partner Board or Public Company Board, as the case may be, has determined in good faith (after consultation with outside legal counsel) that the failure to take such actions would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. It is understood and agreed that any violation of the restrictions in this Section 6.1 (or action that, if taken by Public Company or Merger Partner, as applicable, would constitute such a violation) by any Representative director, officer, attorney, or financial advisor of the Public Company or any of its Subsidiaries Merger Partner shall be deemed to be a breach of this Section 6.2 6.1 by the Company. Notwithstanding anything in the foregoing to the contraryPublic Company or Merger Partner, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposalmay be.

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by (a) Subject to the terms of this Section 6.25.2, neither it nor any from the date hereof until the earlier of the termination of this Agreement pursuant to Article 7 and the Effective Time, the Company shall, shall cause its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shallto, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employeesRepresentatives to, investment bankersimmediately cease and cause to be terminated any solicitation, attorneysdiscussions or negotiations that may be ongoing with a potential acquiror or its Representatives with respect to an Acquisition Proposal, accountants and other advisors shall promptly (and in any event, with twenty-four (24) hours of the execution of this Agreement) terminate all physical and electronic data room access previously granted to any such Person or representatives its Representatives and immediately cease providing any further information with respect to the Company and its Subsidiaries with respect to an Acquisition Proposal to any such Person or its Representatives and promptly (and in any event, with twenty-four (24) hours of the execution of this Agreement) request the return or destruction any copies of, studies based upon and/or any extracts or summaries from, any non-public information of the Company or its Subsidiaries in such directorsPerson’s possession or control, officerswhich non-public information was provided by or behalf of the Company in compliance with Section 5.2. (b) Subject to the terms of this Section 5.2, employeesfrom the date hereof until the earlier of the termination of this Agreement pursuant to Article 7 and the Effective Time, investment bankersthe Company shall not, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) shall cause its Subsidiaries and its and their Representatives not to, directly or indirectly: (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage any inquiries encourage, facilitate or assist the making submission or announcement of any proposal or offer that constitutes, or would be reasonably likely to lead to, any Acquisition Proposal (as defined below); oror Acquisition Inquiry; (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide furnish any non-public information regarding the Company or data any of its Subsidiaries or affording access to the business, properties, assets, books, records or other non-public information, or to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative personnel of the Company or any of its Subsidiaries to any Person for the purpose of inducing the making, submission or announcement of or knowingly encouraging, facilitating, assisting or in response to, an Acquisition Proposal or Acquisition Inquiry; (iii) participate or engage in discussions, communications or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any proposal that constitutes or is reasonably expected to lead to, an Acquisition Proposal; (v) amend, terminate or grant the waiver of a “standstill” or similar obligation or agreement with respect to the Company and its Subsidiaries or any confidentiality agreement to which the Company or any of its Subsidiaries is a party (other than limited waiver of a “standstill” or similar obligation); or (vi) enter into any Alternative Acquisition Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, the Company and its Subsidiaries and Representatives may engage in any such discussions or negotiations with, and provide any such information to, any Third Party in response to a bona fide written Acquisition Proposal if: (A) the Company complies with the notice requirements pursuant to Section 5.2(d) and prior to providing any non-public information regarding the Company to any Third Party in response to an Acquisition Proposal, the Company enters into (or there is then in effect) an Acceptable Confidentiality Agreement with such Third Party; and (B) the Company Board (or a committee thereof) determines in good faith, after consultation with the Company’s outside legal counsel and financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to lead to a Superior Proposal and that the failure to take such actions contemplated by this Section 5.2(c) would be inconsistent with the Company Board’s fiduciary duties to the Company’s stockholders under applicable Law. Prior to or concurrent with providing any non-public information to such Third Party, the Company shall make such non-public information available to Parent (to the extent such non-public information has not been previously made available by the Company to Parent or Parent’s Representatives). Prior to the Effective Time, the Company will be permitted to waive, any provision of any standstill, confidentiality or similar agreement that prohibits an Acquisition Proposal or Acquisition Inquiry being made to the Company or the Company Board (or a committee thereof) if the Company Board (or a committee thereof) determines, after consultation with the Company’s outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties to the Company’s stockholders under applicable Law so long as the Company promptly (and in any even within twenty-four (24) hours) notifies Parent thereof (including the identity of such Person and the other information required by this Section 5.2(c) and Section 5.2(d), as applicable) after granting such waiver. (d) If the Company receives an Acquisition Proposal after the date hereof, then the Company shall promptly (and in no event later than twenty-four (24) hours after receipt of such Acquisition Proposal) notify Parent in writing of such Acquisition Proposal (which notification shall include the identity of the Person making such proposal, the material terms and conditions thereof and include copies or any written (and summaries of oral) proposal relating thereto provided to the Company or any of its Representatives), and shall thereafter keep Parent reasonably informed of the status of discussions and negotiations and any material change to the terms of such Acquisition Proposal. (e) Nothing contained in this Section 5.2 or elsewhere in this Agreement shall prohibit the Company, the Company Board (or any committee thereof) or their Representatives from: (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making a statement contemplated by Item 1012(a) of Regulation M-A or limited to the information described in Rule 14d-9(f) promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder (or any substantially similar communication) (and no such disclosure shall, taken by itself, be deemed to be a Change in Recommendation); (ii) disclosing to the Company’s stockholders any factual information regarding the business, financial condition or results of operations of the Company or the fact that an Acquisition Proposal has been made, the identity of the party making such Acquisition Proposal or the material terms of such Acquisition Proposal (and no such disclosure shall, taken by itself, be deemed to be a Change in Recommendation); or (iii) communicating with any Person (or the Representatives of such Person) that makes any Acquisition Proposal or Acquisition Inquiry to the extent necessary to direct such Person to the provisions of this Section 5.2 and/or to clarify and understand the terms and conditions of an Acquisition Proposal made by such Person; provided, however, that the Company Board shall not make any Change in Recommendation except in accordance with Section 5.3(b). (f) The Company agrees that any breach of this Section 5.2 by any of its Subsidiaries, or any of the Company’s or its Subsidiaries’ Representatives acting on behalf of the Company, shall be deemed to be a breach of this Section 6.2 Agreement by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company agrees thatSubject to the terms of Section 5.3(b), except as expressly permitted by during the period commencing on the date of this Section 6.2, neither it nor any of its Subsidiaries nor any Agreement (the “No-Shop Period Start Date”) and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries, directors, officers and directors of it or any of its Subsidiaries shallemployees to, and that it shall will use its reasonable best efforts to instruct and cause its consultants, agents, 58 representatives and advisors (collectively with its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, directors and employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) to promptly (w) cease and cause to be terminated any solicitations, facilitation, discussions or negotiations with any Person (other than Parent, ▇▇▇▇▇▇ Sub and their Representatives and Financing Sources) and such Person’s Representatives and financing sources in connection with any Acquisition Proposal or any other proposal, offer, inquiry or request that constitutes, or would reasonably be expected to result in, an Acquisition Proposal, (x) request the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement was entered into, in connection with its consideration of an Acquisition Transaction or Acquisition Proposal or furnished to such Person’s Representatives or financing sources, (y) cease providing any further information with respect to the Company Group or any Acquisition Proposal to any such Person or its Representatives or financing sources and (z) terminate all access granted to any such Person and its Representatives or financing sources to any physical or electronic data room. Subject to the terms of Section 5.3(b), from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company Group will not, and will cause its Subsidiaries, officers, directors and employees not to, and will use its reasonable best efforts to cause all of its other Representatives not to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage any inquiries encourage, facilitate or the making of assist, any proposal or offer inquiry that constitutes, or would reasonably be reasonably likely expected to lead to, any an Acquisition Proposal (as defined below)Proposal; or (ii) engage infurnish to any Person (other than to Parent, continue or otherwise participate in any discussions or negotiations regarding, or provide Merger Sub and their Representatives and Financing Sources) any non-public information relating to the Company Group or data afford to any Person relating to(other than Parent, Merger Sub, and their Representatives and Financing Sources) access to the business, properties, assets, books, records or other non-public information, or to any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoingpersonnel, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company Group, in any such case with the intent to, or any of its Subsidiaries shall as would reasonably be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contraryexpected to, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all solicit or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit induce the making, submission or amendmentannouncement of, of or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies ofiii) any such information to Parent to the extent not previously provided to Parent; (B) participate or engage or participate in any discussions or negotiations with any Person who has made (other than Parent, Merger Sub and their Representatives and Financing Sources) in a manner to induce, encourage or facilitate an unsolicited bona fide written Acquisition Proposal described (except, in clause each case, to notify such Person that the provisions of this Section 5.3(a) prohibit any such discussions or negotiations); (Aiv) approve, endorse or recommend any proposal that constitutes an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement permitted by Section 5.3(b) (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (Cvi) after having complied with authorize or commit to do any of the foregoing. From the date of this Section 6.2Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, approvethe Company will not be required to enforce, recommendand will, if requested, be permitted to waive, any provision of any standstill or otherwise declare advisable or propose confidentiality agreement to approve, recommend or declare advisable (publicly or otherwise) permit such Person to make an Acquisition Proposal described privately and confidentially to the Special Committee, in clause (A)each case, if and only solely to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, that the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company Special Committee has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law. 59

No Solicitation or Negotiation. The Except as it may relate to Parent and subject to the terms of Section 5.3(c), from the No-Shop Period Start Date (or, with respect to an Excluded Party (but only for so long as such Person is an Excluded Party), from 12:01 a.m. on the 15th calendar day after the No-Shop Period Start Date (the “Cut-Off Date”)) until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Effective Time, the Company agrees that, except as expressly permitted shall cease and cause to be terminated any discussions or negotiations with any Person and its Affiliates and Representatives related to any Acquisition Proposal or that would if undertaken on or after the date hereof be prohibited by this Section 6.25.3(b). To the extent it has not already done so prior to the date of this Agreement, neither it nor the Company shall promptly request that any Person that has executed a confidentiality agreement within the 12-month period prior to the date hereof in connection with its consideration of its Subsidiaries nor any Acquisition Proposal return or destroy all confidential information heretofore furnished to such Person by or on behalf of the officers and directors of it Company or any of its Subsidiaries shall(and all analyses and other materials prepared by or on behalf of such Person that contains, reflects or analyzes such information) as promptly as practicable, in accordance with, and that it to the extent provided for in, any applicable confidentiality agreement and subject to any contractual retention rights of any such Person provided under such confidentiality agreements, and shall use its reasonable best efforts promptly terminate the data room access of any such Person. Subject to instruct the terms of Section 5.3(c), from the No-Shop Period Start Date (or, with respect to any Excluded Party (but only for so long as such Person is an Excluded Party), the Cut-Off Date) until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and cause its the Effective Time, the Company and its Subsidiaries’ employeesSubsidiaries will not, investment bankersand will not authorize any of their respective Representatives to, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) shall not publicly announce any intention to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage any inquiries encourage, facilitate or the making of assist, any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any or that constitutes, an Acquisition Proposal (as defined below)Proposal; or (ii) engage in, continue or otherwise participate in any discussions or negotiations regardingconcerning, or provide access or otherwise furnish to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub), any non-public information relating to the Company or data any of its Subsidiaries or any of their respective properties, books, records or personnel or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, or otherwise relating toto or in connection with, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, (other than (A) informing such Persons of the existence of the provisions contained in this Section 5.3 and (B) contacting such Person or its Representatives to clarify the terms and conditions of any Acquisition Proposal); or (iiiiv) otherwise knowingly facilitate any effort approve, endorse or attempt to make recommend an Acquisition Proposal. Without limiting ; or (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract or agreement in principle, understanding or arrangement, in each case, relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract or agreement in principle, understanding or arrangement relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”) or any Contract requiring the generality of Company to abandon, terminate or fail to consummate the foregoing, any violation of Merger or the other Transactions; or (iv) resolve or agree to take any of the foregoing actions. From the date of this Agreement until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall not terminate, amend, modify or waive, and shall enforce to the fullest extent permitted under applicable Law, the provisions of any standstill or confidentiality agreement including any such provision that prohibits or purports to prohibit a proposal being made to the Company Board; provided that the Company shall be permitted on a confidential basis to release or waive any standstill obligation solely to the extent necessary to permit the Person otherwise covered by such standstill obligation to submit an Acquisition Proposal to the Company Board on a confidential basis and solely to the extent that the failure to grant such release or waiver would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties to the Company’s stockholders under applicable Law. Any violation or breach of the restrictions or obligations set forth in this Section 6.2 5.3 by any Affiliate of the Company or any Representative of the Company or any of its Subsidiaries Subsidiaries, in each case, acting on behalf of or at the direction of the Company or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.2 5.3 by the Company to the same extent as if the action giving rise to such violation or breach had been undertaken by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. (a) The Company shall, and shall cause its subsidiaries, its affiliates and their respective officers and other employees, directors, representatives (including the Company Financial Advisor and any other investment banker and any attorneys and accountants) and agents to, immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). The Company also agrees thatpromptly to request each person that has at any time heretofore executed a confidentiality agreement that governs such person's discussions with the Company or any of its representatives concerning an acquisition of (whether by merger, except as expressly permitted acquisition of stock or assets or otherwise) the Company or any of its subsidiaries, if any, to return all confidential information heretofore furnished to such person by this Section 6.2or on behalf of the Company or any of its subsidiaries and, neither it if requested by Parent, to enforce such person's obligation to do so. Neither the Company nor any of its Subsidiaries affiliates shall, nor any of shall the officers and directors of it Company authorize or permit any of its Subsidiaries shallor their respective officers, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors representatives or representatives, collectively, “Representatives”) not agents to, directly or indirectly: (i) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutesencourage, or would be reasonably likely to lead tosolicit, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any or initiate discussions or negotiations regarding, with or provide any non-public information or data to any Person relating toperson or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition; provided, any however, that if the Company Board determines in good faith, acting only after consultation with legal counsel of nationally recognized standing and in a manner consistent therewith, that the failure to do so would likely be a breach of its fiduciary duties to the Company's stockholders under the DGCL, the Company may, in response to a proposal, offer or Inquiry for a Company Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting that was not solicited and that the generality Company Board determines, based upon the advice of the foregoingCompany Financial Advisor (or another financial advisor of nationally recognized standing), is from a Third Party that is capable of consummating a Superior Proposal and only for so long as the Board of Directors so determines that its actions have a substantial probability of leading to a Superior Proposal, (i) furnish information to any violation such person only pursuant to a confidentiality agreement substantially in the same form as was executed by Parent prior to the execution of this Agreement and only if copies of such information are concurrently provided to Parent, and (ii) participate in discussions and negotiations regarding such proposal, offer or Inquiry; provided, further, nothing herein shall prevent the Company Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any of tender or exchange offer. The Company shall promptly (and in any event within twenty-four (24) hours after becoming aware thereof) (i) notify Parent in the restrictions set forth in this Section 6.2 by any Representative of event the Company or any of its Subsidiaries subsidiaries or other affiliates or any of their respective officers, directors, employees and agents receives any proposal, offer or Inquiry concerning a Third Party Acquisition, including the material terms and conditions thereof and the identity of the party submitting such proposal, and any request for confidential information in connection with a potential Third Party Acquisition, (ii) provide a copy of any written agreements, proposals or other materials the Company receives from any such person or group (or its representatives), (iii) provide Parent with copies of all information furnished to any such Person pursuant to Clause (i) of the preceding sentence if such information has not been previously furnished to Parent and (iv) notify Parent of any material changes or developments with respect to any of the matters described in clauses (i) or (ii). The Company shall be deemed also advise Parent from time to be time of the status, at any time upon Parent's request, of any such matters. Notwithstanding anything to the contrary contained in this Section 4.3(a) or elsewhere in this Agreement, at any time after the date hereof, the Company may file with the SEC a report on Form 8-K with respect to this Agreement and may file a copy of this Agreement and any related agreements as an exhibit to such report. (b) Except as set forth in this Section 4.3(b), the Company Board shall not withdraw or modify its recommendation of the transactions contemplated hereby or approve or recommend, or cause or permit the Company to enter into any letter of intent, agreement or obligation with respect to, any Third Party Acquisition. Notwithstanding the foregoing, if the Company Board by a majority vote determines in its good faith judgment, acting only after consultation with legal counsel of nationally recognized standing and in a manner consistent therewith, that the failure to do so would likely result in a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not afterBoard's fiduciary duties, the Company Requisite Vote is obtained, Board may withdraw its recommendation of the transactions contemplated hereby and approve or recommend a Superior Proposal (as defined in Subsection (c) below) and cease efforts to obtain an affirmative vote of the stockholders of the Company mayon the approval and adoption of the Agreement and the Merger, but only (i) after providing written notice to Parent (a "Notice of Superior Proposal") advising Parent that the Company Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal and (ii) if it and Parent does not, within three (3) business days of Parent's receipt of the Notice of Superior Proposal, make an offer that the Company Board by a majority vote determines in its Subsidiaries and their respective Representatives have good faith judgment (based on the advice of a financial advisor of nationally recognized reputation, which may be the Company Financial Advisor) to be at least as favorable to the Company's stockholders as such Superior Proposal; provided, however, that the Company shall not breached be entitled to enter into any binding agreement with respect to a Superior Proposal unless concurrently therewith this Agreement is terminated by its terms pursuant to Section 6.1. Any disclosure that the Company Board may be compelled to make with respect to the receipt of a proposal for a Third Party Acquisition or otherwise in order to comply with its fiduciary duties or Rule 14d-9 or 14e-2 will not constitute a violation of this Agreement, provided that such disclosure does not contain any statements that violate this Section 6.24.3(b). (c) For the purposes of this Agreement, and there has been no breach "Third Party Acquisition" means the occurrence of any of the following events: (i) the acquisition of the Company by tender offer, exchange offer, merger or otherwise by any person (which includes a "person" as such term is defined in Section 1(g13(d)(3) of the Shareholder Support AgreementExchange Act) other than Parent, Acquisition or any affiliate thereof (Aa "Third Party"); (ii) provide information in response to a request therefor the acquisition by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition Third Party of all or substantially all more than 50% of the assets of the Company and its Subsidiaries on subsidiaries taken as a consolidated basis whole, other than the sale of its products in the ordinary course of business consistent with past practices consistent with past practices; (includingiii) the acquisition by a Third Party of 50% or more of the outstanding Shares; (iv) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend; (v) the repurchase by the Company or any of its subsidiaries of more than ten percent (10%) of the outstanding Shares; or (vi) the acquisition (or any group of acquisitions) by the Company or any of its subsidiaries by merger, without limitationpurchase of stock or assets, equity securities joint venture or otherwise of a direct or indirect ownership interest or investment in any business (or businesses) whose annual revenues, net income or assets is equal or greater than ten percent (10%) of the annual revenues, net income or assets of the Company’s Subsidiaries. For purposes of this Agreement, a "Superior Proposal" means any bona fide proposal (1) to acquire, directly or indirectly, for consideration consisting solely of cash and/or securities, all of the Shares then outstanding, or all or substantially all the assets, of the SharesCompany, if (2) that contains terms that the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive Board by a majority vote determines in its good faith judgment (taking into account, as to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) abovefinancial terms, the board of directors advice of the Company Financial Advisor or another financial advisor of nationally recognized reputation) to be more favorable to the Company's stockholders than the Merger, taking into account all aspects of the transaction, including taxation, form of consideration, conditions to closing and strategic synergies, (3) that the Company Board by a majority vote determines in its good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal judgment (following and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.based

No Solicitation or Negotiation. Subject to the terms of this Section 6.2, the Company agrees that, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective Representatives to, cease and cause to be terminated solicitations, discussions, communications or negotiations with any Person or Group (and their respective Representatives) that would be prohibited by this Section 6.2 and will immediately cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or Group or its or their Representatives; and shall immediately terminate all access granted to any such Person or Group and its or their Representatives to any physical or electronic data room (or any other diligence access) and will immediately request that any such Person or Group and its or their Representatives return to the Company or destroy any non-public information concerning the Company or its Subsidiaries that was previously furnished or made available to such Person or Group and any of its or their Representatives by or on behalf of the Company in accordance with the terms of any confidentiality agreement in place with such Person or Group, in each case, other than Parent, Merger Sub and their Representatives. The Company agrees that, except as expressly permitted by this Section 6.2, until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, neither it the Company nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it their respective Representatives shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit solicit, propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); orProposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designee of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries (other than Parent, Merger Sub or any designee of Parent or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; (iii) engage in, continue or otherwise participate in any discussions or negotiations regardingwith any Person regarding any Acquisition Proposal or any inquiry, proposal or provide any non-public offer that could reasonably be expected to lead to an Acquisition Proposal (other than to state that the terms of this Section 6.2 prohibit such discussions or the provision of such information or data to any Person relating todata); (iv) approve, endorse or recommend any Acquisition Proposal; (v) approve, recommend or enter into any Contract or agreement, arrangement or understanding relating to an Acquisition Proposal (including any letter of intent, memorandum of understanding, merger agreement, or acquisition agreement); or (iiivi) otherwise knowingly facilitate resolve or agree to do any effort or attempt to make an Acquisition Proposalof the foregoing. Without limiting the generality of the foregoing, it is understood that any violation of any of the restrictions set forth in this Section 6.2 6.2(b) by any Representative of the Company or its Subsidiaries who is not a Rollover Stockholder, whether or not such Representative is purporting to act on behalf of the Company or any of its Subsidiaries Subsidiaries, shall be deemed to be a breach of this Section 6.2 6.2(b) by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Subject to the terms of this Section 6.2, the Company agrees that from the date hereof until the earlier of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective officers and directors to, and will instruct and use its reasonable best efforts to cause each of its and their respective other Representatives to, (x) immediately cease and cause to be terminated any discussions or negotiations with any Person or Group that would be prohibited by this Section 6.2(a) and cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or Group or its or their Representatives; (y) promptly (but in any event within forty-eight (48) hours of the execution of this Agreement) terminate all access granted to any such Person or Group and its or their Representatives to any physical or electronic data room (or any other diligence access); and (z) promptly following the execution of this Agreement (and in any event within five (5) Business Days of the date hereof) request in writing the prompt return or destruction of all non-public information concerning the Company and its Subsidiaries theretofore furnished to any such Person with whom a confidentiality agreement with respect to an Acquisition Proposal was entered into at any time within the ten-month period immediately preceding the date hereof. From and after the execution of this Agreement until the earlier of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company agrees that, except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall instruct and use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) Representatives not to, directly or indirectly: (i) initiate, solicit solicit, propose, knowingly induce, knowingly encourage, knowingly assist or knowingly encourage facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); orProposal; (ii) engage in, knowingly facilitate, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public nonpublic information or data to any Person or Group relating to, any Acquisition Proposal; orProposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to state that the terms of this Section 6.2 prohibit such discussions); (iii) otherwise knowingly facilitate furnish to any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoingPerson (other than Parent, any violation of its Affiliates or any of the restrictions set forth in this Section 6.2 by their respective Representatives) any Representative of non-public information relating to the Company or any of its Subsidiaries shall be deemed or afford to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing any such Person access to the contrarybusiness, prior properties, assets, books, records or other non-public information, or to the timeany personnel, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (includingSubsidiaries, without limitationin any such case in connection with any Acquisition Proposal or with the intent to induce, equity securities of the Company’s Subsidiaries) or all knowingly encourage, knowingly facilitate or substantially all of the Sharesknowingly assist, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive or that would reasonably be expected to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit result in, the making, submission or amendmentannouncement of, of an Acquisition Proposal; and promptly discloses ; (and, if applicable, provides copies ofiv) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommendendorse or recommend any proposal that constitutes or would reasonably be expected to lead to, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause Proposal; (A)v) enter into an Alternative Acquisition Agreement; or (vi) authorize, if and only resolve or agree to the extent that, (x) prior to taking do any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposalforegoing.

No Solicitation or Negotiation. The Company agrees thatSubject to the terms of Section 5.3(b), except as expressly permitted by from the date of this Section 6.2, neither it nor any of its Subsidiaries nor any Agreement until the earlier to occur of the officers termination of this Agreement pursuant to Article VIII and directors of it or any of its Subsidiaries shallthe Company Merger Effective Time, and that it shall use its reasonable best efforts to instruct the Company Parties will cease and cause its to be terminated any discussions or negotiations with any Person and its Subsidiaries’ employeesAffiliates, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankersconsultants, attorneysagents, accountants representatives and other advisors or representatives, (collectively, “Representatives”) that would be prohibited by this Section 5.3(a), request the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement was entered into at any time within the six month period immediately preceding the date hereof and will (A) cease providing any further information with respect to the Company Parties or any Acquisition Proposal to any such Person or its Representatives; and (B) terminate all access granted to any such Person and its Representatives to any physical or electronic data room. Subject to the terms of Section 5.3(b), from the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company Merger Effective Time, the Company Group will not, and will not instruct, authorize or knowingly permit any of its Representatives to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to the Parent Entities or any designees of the Parent Entities) any non-public information relating to the Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than the Parent Entities or any designees of the Parent Entities), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies ofiii) any such information to Parent to the extent not previously provided to Parent; (B) participate or engage or participate in any discussions or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal described (other than informing such Persons of the provisions contained in clause this Section 5.3 and contacting the Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal); (A)iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; or (Cv) after having complied with this Section 6.2enter into any letter of intent, approvememorandum of understanding, recommendmerger agreement, acquisition agreement or otherwise declare advisable or propose other Contract relating to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause Transaction, other than an Acceptable Confidentiality Agreement (Aany such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company Merger Effective Time, if the Company will not be required to enforce, and only will be permitted to waive, any provision of any standstill or confidentiality agreement solely to the extent that, (x) prior that such provision prohibits or purports to taking any action described in clause (A), (B) or (C) above, the board of directors of prohibit a confidential proposal being made to the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, Board (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposalany committee thereof).

No Solicitation or Negotiation. (a) The Company and each Owner severally and not jointly agrees that, except as expressly permitted by this Section 6.2, that neither it nor any of its Subsidiaries Affiliates nor any of the its officers and or directors of it or any those of its Subsidiaries Affiliates shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ Affiliates' employees, investment bankers, attorneys, accountants agents and other advisors or representatives Representatives not to (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”shall not authorize any of them to) not to, directly or indirectly: : (i) solicit, initiate, solicit encourage, consider, facilitate or knowingly encourage induce any inquiry with respect to, the making, submission or announcement of, any Acquisition Proposal (as defined in Section 8.1(c)); (ii) participate in any discussions or negotiations regarding, make any other communications regarding, or furnish to any Person any nonpublic information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or offer that constitutes, or would may reasonably be reasonably likely expected to lead to, any Acquisition Proposal Proposal; (as defined below); or (iiiii) engage in, continue or otherwise participate in discussions with any discussions or negotiations regarding, or provide any non-public information or data Person with respect to any Person relating toAcquisition Proposal, except to inform them as to the existence of these provisions; (iv) approve, endorse or recommend any Acquisition Proposal; or or (iiiv) otherwise knowingly facilitate enter into any effort letter of intent or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company similar document or any of its Subsidiaries shall be deemed contract, agreement or commitment contemplating or otherwise relating to be a breach of this Section 6.2 by the Companyany Acquisition Proposal or transaction contemplated thereby. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the The Company Requisite Vote is obtained, the Company may, if it Entity and its Subsidiaries each Owner and their respective Affiliates and their respective officers, directors, employees, agents and Representatives have not breached this Section 6.2shall immediately cease and cause to be terminated any and all existing activities, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written third parties conducted on or prior to the date of this Agreement with respect to any Acquisition Proposal. (b) If the Company, any Owner, or any of their respective Affiliates or any of their respective officers or directors, employees, agents or Representatives receives any Acquisition Proposal described or any request for nonpublic information or inquiry which it reasonably believes could lead to an Acquisition Proposal, then the Company or such Owners, as the case may be, shall, promptly after its receipt, provide Parent with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or Group making such Acquisition Proposal, request or inquiry and a copy of all written materials provided in clause (A); connection with such Acquisition Proposal, request or (C) after having complied with this Section 6.2inquiry. The Company and each Owner shall not, approveand shall cause their respective Affiliates not to, recommendwithout the prior written consent of Parent, release any Person from, or otherwise declare advisable waive any provision of, any confidentiality agreement to which the Company, or propose any Owner, or any of their respective Affiliates is a party and which related to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause Proposal. (A), if and only to the extent that, (xc) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms For purposes of this Agreement, is reasonably required for the directors term "Acquisition Proposal" means, other than the transactions contemplated by this Agreement, any offer or proposal, relating to comply with their fiduciary duties under applicable Lawany transaction or series of related transactions involving: (i) any acquisition, merger, consolidation, business combination or similar transaction involving any Company Entity, (yii) in each such case referred to in clause the issuance or sale by any Company Entity or the acquisition by any Person of any securities or similar rights of any Company Entity, (Aiii) any sale, lease, exchange, transfer, license, acquisition or disposition of more than ten percent (10%) of the assets of any Company Entity, or (Biv) aboveany liquidation, the board recapitalization, spin-off or dissolution of directors of the any Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior ProposalEntity.

No Solicitation or Negotiation. The Except as permitted by Section 6.4(d) (Certain Permitted Actions) and Section 6.4(e) (Change in Recommendation; Termination), from the Go-Shop Period End Date until the Effective Time, or if earlier, the termination of this Agreement in accordance with its terms, the Company agrees that, except as expressly permitted by this Section 6.2, neither that it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shallwill not, and that it shall use its reasonable best efforts to instruct and cause each of its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employeesdirectors and employees to not, investment bankersand the Company shall direct any other Representatives of the Company to not, attorneys, accountants and shall not knowingly permit any other advisors or representatives, collectively, “Representatives”) not Representative of the Company to, directly or indirectly: , (i) solicit, initiate, solicit seek or knowingly encourage facilitate or encourage, or take any inquiries action to solicit, initiate, seek or knowingly facilitate or encourage, the making by any Person (other than Parent and its Subsidiaries) of any inquiry, expression of interest, proposal or offer that constitutes, constitutes or would reasonably be reasonably likely expected to lead to, to any Acquisition Proposal (as defined below); or Proposal, (ii) engage enter into, participate in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in maintain any discussions or negotiations with any Person who has made relating to, in furtherance of an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied inquiry with this Section 6.2, approve, recommendrespect to, or otherwise declare advisable or propose to obtain, an Acquisition Proposal, (iii) approve, recommend or declare advisable accept, or enter into any agreement, understanding or arrangement with respect to, or relating to (publicly whether binding or otherwisenonbinding), any Acquisition Proposal, (iv) furnish to any Person other than Parent any non-public information that would reasonably be expected to be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal described or (v) submit any Acquisition Proposal (other than the Merger) or any matter related thereto to the vote of the stockholders of the Company. Subject to Section 6.4(d) (Certain Permitted Actions) and Section 6.4(e) (Change in clause (ARecommendation; Termination), from and after the Go-Shop Period End Date, the Company shall, and shall cause its Representatives to, immediately cease and terminate any and all activities or discussions or negotiations with any party or parties with respect to any Acquisition Proposal. Nothing in this Section 6.4 (Solicitation by Company) shall preclude the Company or any of its Representatives from contacting after the date of this Agreement any such party or parties solely for the purpose of complying with the provisions of the last sentence of this Section 6.4(b) (No Solicitation or Negotiation) and prior to the Approval Time, if the Company has received a bona fide written offer that is an Acquisition Proposal after the execution of this Agreement that did not result from a violation or breach of this Section 6.4 (Solicitation by Company) and only that contained ambiguities regarding the material terms of such Acquisition Proposal, the Company may contact the Person who delivered such Acquisition Proposal to the Company and request that such Person clarify the material terms pursuant to such Acquisition Proposal, but shall not conduct or enter into discussions or negotiations regarding the Acquisition Proposal. The Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal, if any, to return or destroy, to the extent thatprovided pursuant to the applicable confidentiality agreement, (x) prior all confidential information, documents and materials heretofore furnished to taking any action described in clause (A), (B) such Person by or (C) above, the board of directors on behalf of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior ProposalCompany.

No Solicitation or Negotiation. Subject to the terms of this Section 6.2, the Company agrees that, from the date of this Agreement until the earlier of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective officers and directors to, and will instruct each of its and their respective other Representatives to cease and cause to be terminated any discussions or negotiations with any Person or Group that would be prohibited by this Section 6.2(b) and will cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or Group or its or their Representatives; and shall terminate all access granted to any such Person or Group and its or their Representatives to any physical or electronic data room (or any other diligence access). The Company agrees that, except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the employees (including any officers but excluding any Rollover Stockholder) and directors (other than any Rollover Stockholder) of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); orProposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public nonpublic information or data to any Person or Group relating to, any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to state that the terms of this Section 6.2 prohibit such discussions); (iii) approve, endorse or recommend any Acquisition Proposal or submit an Acquisition Proposal; (iv) enter into any Contract or understanding relating to an Acquisition Proposal or that would reasonably be expected to require the Company to abandon, terminate or fail to consummate the Merger; or (iiiv) otherwise knowingly facilitate resolve or agree to do any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Subject to the terms of this Section 5.3, from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company agrees thatwill, except will cause its directors, officers and employees to, and will instruct its other Representatives to, cease and cause to be terminated any discussions or negotiations with any Person and its Representatives (other than with respect to, in each case, any Excluded Party and its Representatives, but only for so long as expressly permitted such Person is and remains an Excluded Party) that would be prohibited by this Section 6.25.3(b), neither it nor request the prompt return or destruction of all non-public information concerning the Company theretofore furnished to any such Person with whom a confidentiality agreement was entered into at any time within the six month period immediately preceding the No-Shop Period Start Date and will (A) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or its Representatives; and (B) terminate all access granted to any such Person and its Representatives to any physical or electronic data room. Subject to the terms of Section 5.3(c), from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not, and will not instruct, authorize or knowingly permit any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not Representatives to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) other than with respect to any Excluded Party (and in the case of an Excluded Party, only for so long as the applicable Person is and remains an Excluded Party), furnish to any Person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies ofiii) any such information to Parent to the extent not previously provided to Parent; (B) participate or engage or participate in any discussions or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal described (other than informing such Persons of the provisions contained in clause this Section 5.3); (A)iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; or (Cv) after having complied with this Section 6.2enter into any letter of intent, approvememorandum of understanding, recommendmerger agreement, acquisition agreement or otherwise declare advisable or propose other Contract relating to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause Transaction, other than an Acceptable Confidentiality Agreement (Aany such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 6.25.3, neither it nor any from and after the No-Shop Period Start Date, the Company will and will cause each of its Subsidiaries nor any of the and its and their officers and directors of it or any of its Subsidiaries shallto, and that it shall will instruct and use its reasonable best efforts to instruct and cause its Representatives to, (i) cease any solicitations, discussions or negotiations with any Person that would be prohibited by this Section 5.3(b), request the prompt return or destruction of all non-public information concerning the Company Group theretofore furnished to any such Person with whom a confidentiality agreement was entered into within the six (6) month period immediately preceding the No-Shop Period Start Date and terminate all access granted to any such Person and its Subsidiaries’ employeesRepresentatives to any physical or electronic data room; and (ii) until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not tonot, directly or indirectly: , (iA) solicit, initiate, solicit propose or knowingly encourage any inquiries induce the making, submission or announcement of, or knowingly encourage, facilitate or assist the making making, submission or announcement of any proposal proposal, inquiry or offer that constitutes, or would be is reasonably likely expected to lead to, an Acquisition Proposal; (B) furnish to any Acquisition Proposal Person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) or its Representatives (in their capacity as defined below); or (iisuch) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information relating to the Company Group or data any Acquisition Proposal or afford to any Person relating toor its Representatives (in their capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoingpersonnel, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company Group (other than Parent, Merger Sub or any designees of its Subsidiaries shall be deemed Parent or Merger Sub), in any such case with the intent to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit induce the making, submission or amendment, announcement of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies ofC) any such information to Parent to the extent not previously provided to Parent; (B) participate or engage or participate in any discussions or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal described (other than informing such Persons of the provisions contained in clause (Athis Section 5.3); or (CD) after having complied with this Section 6.2enter into any letter of intent, approvememorandum of understanding, recommendmerger agreement, acquisition agreement or otherwise declare advisable or propose other Contract relating to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause Transaction, other than an Acceptable Confidentiality Agreement (Aany such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, if the Company will not be required to enforce, and only will be permitted to waive or release, any provision of any standstill or confidentiality agreement solely to the extent that, (x) prior that such provision has the effect of prohibiting or purports to taking any action described in clause (A), (B) or (C) above, the board of directors of prohibit making a confidential Acquisition Proposal to the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, Board (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposalany committee thereof).

No Solicitation or Negotiation. The Company agrees thatwill, except will cause its Subsidiaries and will use reasonable best efforts to cause its Representatives to, (x) on the date of this Agreement, immediately cease and cause to be terminated any discussions or negotiations with any Person and its Representatives with respect to any Acquisition Transaction, (y) as promptly as practicable on or following the date of this Agreement (and in any event within three (3) Business Days following the date of this Agreement) request the return or destruction of all confidential information previously provided to such parties and (z) promptly prohibit access by any Person (other than Parent, its Subsidiaries and its and their Representatives) to any physical or electronic data room. Except as expressly permitted by Section 5.4(b), from the date of this Section 6.2Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, neither it nor any of the Company and its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shallwill not, and that it shall will use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) their respective Representatives not to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any proposal or offer that constitutes or could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies ofiii) any such information to Parent to the extent not previously provided to Parent; (B) participate or engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose respect to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause other than (A) informing such Persons of the provisions contained in this Section 5.4 or (B) above, contacting such Person or its Representatives to clarify the board terms and conditions of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such any Acquisition Proposal either constitutes a Superior Proposal (as defined belowor inquiries, communications, proposals or offers or any other effort or attempt that could reasonably be expected to lead to an Acquisition Proposal); (iv) approve, endorse or is reasonably likely to result in a Superior recommend an Acquisition Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.;

No Solicitation or Negotiation. (a) The Company, its subsidiaries and other affiliates and their respective officers and other employees with managerial responsibilities, directors, representatives (including the Financial Advisor or any other investment banker and any attorneys and accountants and agents shall immediately cease any discussions or negotiations with any other persons with respect to any Third Party Acquisition (as defined in Section 5.3(c)). The Company also agrees thatpromptly to request each person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring (whether by merger, except as expressly permitted by this Section 6.2, neither it nor any acquisition of its Subsidiaries nor any of stock or assets or otherwise) the officers and directors of it Company or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors subsidiaries or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or would be reasonably likely to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of their respective assets, if any, to the restrictions set forth extent such confidentiality agreement remains in this Section 6.2 effect, to return all confidential information heretofore furnished to such person by any Representative or on behalf of the Company or any of its Subsidiaries subsidiaries. None of the Company nor any of its subsidiaries and other affiliates shall, nor shall be deemed the Company authorize or permit any of its or their respective officers, directors, employees, representatives or agents to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any information to be a breach any person or group (other than Intel or any designees of Intel) concerning any Third Party Acquisition; provided, however, that if the Board of Directors of the Company determines in good faith, after consultation with and taking into account the advice of outside legal counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under the DGCL as such duties would exist in the absence of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained5.3, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a proposal or offer for a Third Party Acquisition that was not solicited and that the Board of Directors of the Company determines, based on consultation with the Company Financial Advisor, is from a Third Party that is capable of consummating a Superior Proposal and only for so long as the Board of Directors so determines that its actions are likely to lead to a Superior Proposal, (i) furnish information only of the type and scope with respect to the Company that the Company provided to Intel prior to the date hereof to any such person pursuant to a customary confidentiality agreement as was executed by Intel prior to the execution of this Agreement and (ii) participate in the discussions and negotiations regarding such proposal or offer; (i) notify Intel in the event the Company or any of its subsidiaries and other affiliates or any of their respective officers, directors, employees and agents receives any proposal or inquiry concerning a Third Party Acquisition, including the terms and conditions thereof and the identity of the party submitting such proposal, and any request therefor for confidential information in connection with a potential Third Party Acquisition, (ii) provide a copy of any written agreements, proposals or other materials the Company receives from any such person or group (or its representatives), and (iii) advise Intel from time to time of the status, at any time upon Intel's request, and promptly following any developments concerning the same. (b) Except as set forth in this Section 5.3(b), the Company Board shall not, subject to its fiduciary obligations, withdraw or modify its recommendation of the transactions contemplated hereby and shall not approve or recommend, or cause or permit the Company to enter into any agreement or obligation with respect to, any Third Party Acquisition. Notwithstanding the foregoing, if the Company Board by a Person who majority vote determines in its good faith judgment, after consultation with and taking into account the advice of outside legal counsel, that it would be required to do so in order to comply with its fiduciary duties to the Company's stockholders under the DGCL if the Company Board could unilaterally terminate the Agreement, the Company Board may withdraw its recommendation of the transactions contemplated hereby or approve or recommend a Superior Proposal, but in each case only (i) after providing written notice to Intel (a "Notice of Superior Proposal") advising Intel that the --------------------------- Company Board has made received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person or group making such Superior Proposal and (ii) if Intel does not, within five (5) business days after Intel's receipt of the Notice of Superior Proposal, make an unsolicited bona fide written offer that the Company Board by a majority vote determines in its good faith judgment (based on the advice of the Financial Advisor or another financial advisor of nationally recognized reputation) to be at least as favorable to the Company's stockholders as such Superior Proposal; provided, however, that the Company shall not be entitled to enter into any agreement with respect to a Superior Proposal unless and until this Agreement is terminated pursuant to Section 7.1 and the Company has paid all amounts due to Intel pursuant to Section 7.3. Any disclosure that the Company Board may be compelled to make with respect to the receipt of a proposal for a Third Party Acquisition Proposal providing for or otherwise in order to comply with its fiduciary duties or Rule 14d-9 or 14e-2 will not constitute a violation of this Agreement if such disclosure states that no action will be taken by the Company Board in violation of this Section 5.3(b). (c) For purposes of this Agreement, "Third Party Acquisition" means ----------------------- the occurrence of any of the following events: (i) the acquisition of all the Company by merger or substantially all otherwise by any person (which includes a "person" as such term is defined in Section 13(d)(3) of the Exchange Act) other than Intel or any affiliate thereof (a "Third Party"); (ii) the acquisition by a Third Party of ----------- twenty percent (20%) or more of the assets of the Company and its Subsidiaries on subsidiaries, taken as a consolidated basis whole; (includingiii) the acquisition by a Third Party of twenty percent (20%) or more of the outstanding Shares; (iv) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend; (v) the repurchase by the Company or any of its subsidiaries of more than twenty percent (20%) of the outstanding Shares; or (vi) the acquisition (or any group of acquisitions) by the Company or any of its subsidiaries by merger, without limitationpurchase of stock or assets, equity securities joint venture or otherwise of a direct or indirect ownership interest or investment in any business (or businesses) whose annual revenues, net income or assets is equal or greater than twenty percent (20%) of the annual revenues, net income or assets of the Company’s Subsidiaries, respectively. For purposes of this Agreement, a "Superior Proposal" means any bona fide proposal (1) to ----------------- acquire, directly or indirectly, for consideration consisting solely of cash and/or securities, all of the Shares then outstanding, all or substantially all of the Sharesassets, if of the Company, or newly issued securities of the Company receives from (or its successor) representing at least 60% of the Person so requesting such information an executed confidentiality agreement on terms not less restrictive equity of the Company (or its successor), giving effect to the other party than those contained issuance of such securities, (2) that is fully-financed and contains terms that the Company Board by a majority vote determines in the Confidentiality Agreement its good faith judgment (based, as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided financial terms, on the written advice of the Financial Advisor or another financial advisor of nationally recognized reputation) to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only be more favorable to the extent thatCompany's stockholders than the Combination, (x3) prior that the Company Board by a majority vote determines in its good faith judgment (following and based on consultation with the Financial Advisor or another financial advisor of nationally recognized reputation and its legal and other advisors) to be reasonably capable of being completed (taking any action described in clause (Ainto account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal), (B4) that does not contain a "right of first refusal" or (C) above, the board "right of directors of the Company determines in good faith after consultation first offer" with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors respect to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor any counter-proposal that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, Intel might make and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel5) that such Acquisition Proposal is a Superior Proposaldoes not contain any financing or "due diligence" condition.

No Solicitation or Negotiation. Subject to the terms of this Section 6.2, the Company agrees that, from the date of this Agreement until the earlier of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause its Subsidiaries and its and their respective officers and directors to, and will instruct and use reasonable best efforts to cause each of its and their respective other Representatives to (i) cease and cause to be terminated any discussions or negotiations with any Person or Group that would be prohibited by this Section 6.2(a), (ii) cease providing any further information with respect to the Company or any Acquisition Proposal to any such Person or Group or its or their Representatives, (iii) promptly (and, in any event, within twenty-four (24) hours) terminate all access granted to any such Person or Group and its or their Representatives to any physical or electronic data room (or any other diligence access) and (iv) to the extent not previously requested, promptly (and in any event, within forty-eight (48) hours), request that all Persons or Groups and their respective Representatives promptly return to the Company or destroy any non-public information concerning the Company and its Subsidiaries that was previously furnished or made available to such Person or any of its Representatives by or on behalf of the Company in the context of a possible Acquisition Proposal. The Company agrees that, except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the their respective directors, officers and directors of it or any of its Subsidiaries employees shall, and that it shall instruct and use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) Representatives not to, directly or indirectly: (i) initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); orProposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public nonpublic information or data to any Person or Group relating to, any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to state that the terms of this Section 6.2 prohibit such discussions); (iii) approve, endorse or recommend any Acquisition Proposal; (iv) enter into any Contract or understanding relating to an Acquisition Proposal or that would reasonably be expected to require the Company to abandon, terminate or fail to consummate the Merger; or (iiiv) otherwise knowingly facilitate resolve or agree to do any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company, its Affiliates and their respective officers and other employees with managerial responsibilities, directors, representatives (including any financial advisor or any other investment banker and any attorneys and accountants) and agents shall immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition. The Company agrees thatpromptly shall request each person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company (whether by merger, except as expressly permitted acquisition of stock or assets or otherwise), to return all confidential information heretofore furnished to such person by this Section 6.2, neither it or on behalf of the Company. Neither the Company nor any of its Subsidiaries Affiliates shall, nor any of shall the officers and directors of it Company authorize or permit any of its Subsidiaries shallor their respective officers, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors representatives or representatives, collectively, “Representatives”) not agents to, directly or indirectly: (i) initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that constitutesencourage, or would be reasonably likely to lead tosolicit, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any or initiate discussions or negotiations regarding, with or provide any non-public information or data to any Person relating toperson or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition. The Company shall promptly (and in any event within one business day after becoming aware thereof) (i) notify Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting including the generality terms and conditions thereof and the identity of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2party submitting such proposal, and there has been no breach of Section 1(g) of the Shareholder Support Agreementany request for confidential information that is requested in connection with a potential Third Party Acquisition, (Aii) provide information in response to a request therefor by a Person who has made an unsolicited bona fide copy of 55 62 any written Acquisition Proposal providing for the acquisition of all agreements, proposals or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if other materials the Company receives from any such person or group (or its representatives) and (iii) advise Parent from time to time of the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; status thereof and promptly discloses (and, if applicable, provides copies of) following any such information to Parent to material developments of which the extent Company has knowledge. The Board of Directors of the Company shall not previously provided to Parent; (B) engage withdraw or participate in any discussions modify its recommendation of the transactions contemplated hereby or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); approve or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable cause or propose permit the Company to approveenter into any agreement or obligation with respect to, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described any Third Party Acquisition. The Company shall not request acceleration of its currently pending registration statement on Form S-1, circulate preliminary prospectuses contained in clause (A)such registration statement, if and only nor permit such registration statement to be declared effective. On the extent that, (x) prior to taking any action described in clause (A), (B) or (C) aboveClosing Date, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with shall withdraw its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposalcurrently pending registration statement.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 6.26.2 (including Section 6.2(d)) and except as may relate to any Excluded Party (for so long as a Person is an Excluded Party), neither it nor any of the Company and its Subsidiaries nor any of the and their respective officers and directors shall, and the Company shall instruct and use its commercially reasonable efforts to cause, its and its Subsidiaries’ other Representatives to (i) at 12:01 a.m. on June 16, 2015 (the “No-Shop Period Start Date”), immediately cease any solicitation activity with respect to an Acquisition Proposal or any discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and the Company shall request that each Person (other than an Excluded Party for so long as such Person is an Excluded Party, and except as otherwise permitted pursuant to the terms of an Acceptable Confidentiality Agreement) promptly return to the Company or destroy any non-public information previously furnished or made available to it or any of its Subsidiaries shallRepresentatives by or on behalf of the Company or its Representatives, and that it shall use its reasonable best efforts immediately terminate access to instruct any Person (other than an Excluded Party for so long as such Person is an Excluded Party) to any electronic data room maintained by the Company with respect to the transaction contemplated by this Agreement and cause its (ii) from the No-Shop Period Start Date until the earlier of the Effective Time and its Subsidiaries’ employeesthe termination of this Agreement in accordance with Article VIII, investment bankers, attorneys, accountants and other advisors or representatives not (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (iA) initiate, solicit solicit, knowingly facilitate or knowingly encourage (publicly or otherwise) any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead toto an Acquisition Proposal, any Acquisition Proposal (as defined below); or (iiB) engage in, enter into, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information concerning the Company or data its Subsidiaries or afford access to the Company’s or its Subsidiaries’ books, records, management, employees or properties to any Person relating to, or that would reasonably be expected to lead to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Company agrees that, except Except as expressly permitted by this Section 6.26.2(b), neither it nor the Company shall not, and shall not permit any of its Subsidiaries nor or any of the directors, officers and directors or employees of it the Company or any of its Subsidiaries shallto, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other Representatives and advisors or representatives (such directorsand direct the Manager, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicit knowingly encourage or knowingly encourage facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be reasonably likely expected to lead to, any an Acquisition Proposal (as defined below); orProposal; (ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) regarding any Acquisition Proposal or (B) abovethat would reasonably be expected to lead to any Acquisition Proposal (in each case other than, solely in response to an inquiry that did not result from or arise in connection with a breach of this Section 6.2(a), to refer the board inquiring person to this Agreement and to limit its conversation or other communication exclusively to such referral); (iii) provide any information or data concerning the Company or any of directors its Subsidiaries to any Person, or afford access to the properties, books or records or employees of the Company has determined or any of its Subsidiaries in good faith based on connection with or that would reasonably be expected to lead to any Acquisition Proposal; or (iv) agree, propose or resolve to take any of the information then available actions prohibited by the foregoing clauses (i)-(iii). The Company shall, and after consultation the Company shall cause its Subsidiaries and Representatives to, immediately (1) cease and cause to be terminated any discussions and negotiations with its financial advisor any Person conducted heretofore with respect to any Acquisition Proposal, or proposal that such would reasonably be expected to lead to an Acquisition Proposal either constitutes a Superior and cease providing any information to any such Person or its Representatives, (2) terminate all access granted to any such Person and its Representatives to any physical or electronic dataroom, in each case with respect to an Acquisition Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z3) in the case referred not terminate, waive, amend or modify any provision of any existing confidentiality or standstill agreement with respect to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such a potential Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Subject to the terms of Section ‎5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to ‎Article VIII and the Effective Time, the Company agrees thatwill, except as expressly permitted and will cause its Subsidiaries and its and their respective directors and officers not to, and will instruct its and its Subsidiaries’ respective other Representatives to, (x) cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 6.2‎5.3(a), neither it nor (y) promptly following the execution of this Agreement deliver written notice to each such Person with whom such discussions or negotiations are ongoing that the Company is ending all such discussions or negotiations with such Person pursuant to this Agreement, which written notice shall also request that such Person promptly return or destroy all confidential information concerning the Company and its Subsidiaries and (z) terminate any electronic data room access (or other diligence access) of any such Person. Subject to the terms of Section ‎5.3(b), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to ‎Article VIII and the Effective Time, the Company will not, and will cause its Subsidiaries and its and their respective officers and directors not to, and will not instruct, authorize or knowingly permit any of its Subsidiaries nor and its Subsidiaries’ respective other Representatives to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Inquiry, proposal or offer that constitutes or could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the officers and directors of it Company or any of its Subsidiaries shallor afford to any Person access to the business, and that it shall use properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its reasonable best efforts Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the intent to instruct and cause its and its Subsidiaries’ employeesinduce the making, investment bankerssubmission or announcement of, attorneysor to knowingly encourage, accountants and other advisors facilitate or representatives (such directorsassist, officers, employees, investment bankers, attorneys, accountants and other advisors an Acquisition Proposal or representatives, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit or knowingly encourage any inquiries Inquiries or the making of any proposal or offer that constitutes, or would could reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies ofiii) any such information to Parent to the extent not previously provided to Parent; (B) participate or engage or participate in any discussions or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal described (or Inquiries, communications, proposals, offers or any other effort or attempt that would reasonably be expected to lead to an Acquisition Proposal), in clause each case other than informing such Persons of the provisions contained in this Section ‎5.3; (A)iv) approve, endorse, recommend or knowingly take any action to make the provision of any “control share acquisition”, “business combination” or other similar anti-takeover Law inapplicable to an Acquisition Proposal; or (Cv) enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”). From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to ‎Article VIII and the Effective Time, the Company will be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof) unless the Company Board has determined in good faith, after having complied consultation with its outside counsel, that failure to take such action (I) would prohibit the counterparty from making an unsolicited Acquisition Proposal to the Company Board (or any committee thereof) in compliance with this Section 6.2, approve, recommend, or otherwise declare advisable or propose ‎5.3 and (II) would be reasonably likely to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (A), if and only to the extent that, (x) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation be inconsistent with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their its fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.

No Solicitation or Negotiation. The Subject to the terms of this Section 5.1, from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company agrees thatwill, except as expressly permitted and will cause its Subsidiaries and its and their respective officers and directors to, and will instruct and cause each of its other Representatives to, cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 6.25.1(b), neither it nor request the prompt return or destruction of all non-public information concerning the Company and its Subsidiaries theretofore furnished to any such Third Person (and such Third Person’s Representatives) with whom a confidentiality agreement with respect to an Acquisition Proposal was entered into at any time within the six-month period immediately preceding the No-Shop Period Start Date and will (A) cease providing any further information with respect to the Company and its Subsidiaries or any Acquisition Proposal to any such Third Person or its Representatives; and (B) terminate all access granted to any such Third Person and its Representatives to any physical or electronic data room (or any other diligence access). Subject to the terms of Section 5.1(c), from the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company and its Subsidiaries will not instruct, authorize or knowingly permit any of its Subsidiaries nor any of the their officers and directors of it or any of its Subsidiaries shall, and that it shall use its reasonable best efforts to instruct and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and their other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) not Representatives to, directly or indirectly: , (i) solicit, initiate, solicit propose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, any proposal or inquiry that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to the Parent, Merger Sub or any designees of the Parent or Merger Sub, or any of their respective Representatives) any non-public information relating to the Company, its Subsidiaries or Affiliates or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company, its Subsidiaries or Affiliates (other than to the Parent, Merger Sub or any designees of the Parent or Merger Sub, or any of their respective Representatives), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal or offer that constitutes, or would could reasonably be reasonably likely expected to lead to, any Acquisition Proposal (as defined below); or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (andiii) participate or engage in discussions, if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions communications or negotiations with any Person who has made with respect to an unsolicited bona fide written Acquisition Proposal described (other than informing such Third Persons of the provisions contained in clause this Section 5.1); (A)iv) approve, endorse or recommend any proposal that constitutes or could reasonably be expected to lead to, an Acquisition Proposal; or (Cv) after having complied with this Section 6.2enter into any letter of intent, approveagreement in principle, recommendmemorandum of understanding, merger agreement, acquisition agreement or otherwise declare advisable other Contract relating to an Acquisition Proposal, other than an Acceptable Confidentiality Agreement (any such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or propose other Contract relating to approve, recommend or declare advisable (publicly or otherwise) an Acquisition Proposal described in clause (Aother than an Acceptable Confidentiality Agreement), if an “Alternative Acquisition Agreement”). From the No-Shop Period Start Date until the earlier to occur of the termination of this Agreement pursuant to Article VII and only the Effective Time, the Company will be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the extent that, Company Board (xor any committee thereof) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of unless the Company determines Board has determined in good faith faith, after consultation with its outside legal counsel taking counsel, that failure to take such action, in light of the Acquisition Proposal and the terms of this Agreement, is action would reasonably required for the directors be expected to comply be inconsistent with their its fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal).

No Solicitation or Negotiation. The Company agrees that, except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries nor any of the officers and directors of it or any of its Subsidiaries shall(1) Constellation will, and that it shall use its reasonable best efforts to instruct will cause the Constellation Subsidiaries and cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors or representatives (such their respective directors, officers, employeesemployees and Affiliates, investment bankersand shall direct each of its and the Constellation Subsidiaries’ other Representatives (to the extent acting on behalf of Constellation) to, attorneysimmediately cease and cause to be terminated any discussions or negotiations with any person conducted heretofore with respect to any Constellation Acquisition Proposal. Constellation will not, accountants and will cause the Constellation Subsidiaries and its and their respective directors, officers, employees and Affiliates, and shall direct each of its and the Constellation Subsidiaries’ other advisors or representatives, collectively, “Representatives”Representatives (to the extent acting on behalf of Constellation) not to, directly or indirectly: , (iI) solicit, initiate, solicit or knowingly encourage any or knowingly facilitate inquiries or the making of proposals for, or engage in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any inquiry, proposal or offer that constitutes, or would could reasonably be reasonably likely expected to lead to, any a Constellation Acquisition Proposal Proposal, (as defined below); or (iiII) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data furnish to any Person relating other person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, any a Constellation Acquisition Proposal; or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Without limiting the generality of the foregoing, any violation of any of the restrictions set forth in this Section 6.2 by any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding anything in the foregoing to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Company may, if it and its Subsidiaries and their respective Representatives have not breached this Section 6.2, and there has been no breach of Section 1(g) of the Shareholder Support Agreement, (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal providing for the acquisition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (including, without limitation, equity securities of the Company’s Subsidiaries) or all or substantially all of the Shares, if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive to the other party than those contained in the Confidentiality Agreement (as defined in Section 9.7); it being understood that such confidentiality agreement need not prohibit the making, or amendment, of an Acquisition Proposal; and promptly discloses (and, if applicable, provides copies ofIII) any such information to Parent to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made an unsolicited bona fide written Acquisition Proposal described in clause (A); or (C) after having complied with this Section 6.2, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable enter into any letter of intent or similar document, agreement, commitment, or agreement in principle with respect to a Constellation Acquisition Proposal. As promptly as practicable following the date hereof (publicly or otherwisebut in any event within three (3) an Acquisition Proposal described in clause (Abusiness days of the date hereof), if Constellation shall: (1) withdraw and only terminate access that was granted to any person (other than the extent that, (xOther Parties and their respective Representatives) prior to taking any action described in clause (A), (B) or (C) above, the board of directors of the Company determines in good faith after consultation with outside legal counsel taking such action, in light of the Acquisition Proposal and the terms of this Agreement, is reasonably required for the directors to comply with their fiduciary duties under applicable Law, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company has determined in good faith based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, the board of directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal is a Superior Proposal.“data