Common use of No Solicitation; Other Offers Clause in Contracts

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 10, the Company and its Subsidiaries will not, and the Company will use its reasonable best efforts to cause the officers, directors, employees, investment bankers, consultants or other agents or representatives (collectively, "Agents") of the Company and its Subsidiaries not to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal, (ii) engage in discussions or negotiations with any Person concerning an Acquisition Proposal, (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries to any Person who, to the knowledge of the Company, is considering making, or has made, an Acquisition Proposal or (iv) take any other action to facilitate any inquiries or the making of any proposal that constitutes or that could reasonably be expected to lead to an Acquisition Proposal. The Company will notify Parent promptly (but in no event later than 24 hours) after receipt by the Company of any Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries by any Person who, to the knowledge of the Company, is making, or has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and all terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent promptly informed of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposal. The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the Agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal. Nothing contained in this Agreement shall prevent the Board of Directors of the Company from complying with Rule 14d-9 or Rule 14e-2 under the 1934 Act with respect to any Acquisition Proposal.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 10, the The Company and its Subsidiaries will not, and the Company will use its reasonable best efforts to cause the officers, directors, employees, investment bankers, consultants or other agents or representatives (collectively, "Agents") directors and employees of the Company and its Subsidiaries not to, and the Company will not knowingly permit the investment bankers, attorneys, consultants and other agents or advisors of the Company and its Subsidiaries to, directly or indirectly, (i) take any action to solicit, initiate or knowingly facilitate or encourage the submission of any Acquisition ProposalProposal (including by amending, or granting any waiver under, the Rights Agreement), (ii) engage in discussions or negotiations with any Person concerning an Acquisition Proposalwith, (iii) or disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person who, to the knowledge of the Company, who is considering making, or has made, an Acquisition Proposal Proposal, or (iviii) take grant any other action waiver or release under any standstill or similar agreement with respect to facilitate any inquiries or class of equity securities of the making of any proposal that constitutes or that could reasonably be expected to lead to an Acquisition ProposalCompany. The Company will notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its advisors) of any Acquisition Proposal, any indication that any Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person who, to the knowledge of the Company, who is considering making, or has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and all the terms and conditions of, any such Acquisition Proposal Proposal, indication or request. The Company shall keep Parent promptly informed fully informed, on a current basis, of the status and details of any such Acquisition Proposal (including amendments Proposal, indication or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposalrequest. The Company and its Subsidiaries shall, and the Company shall use reasonable best efforts to cause its Subsidiaries the officers, directors, employees, agents and the Agents advisors of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal. Nothing contained in this Agreement shall prevent the Board of Directors of the Company from complying with Rule 14d-9 or Rule 14e-2 under the 1934 Act with respect to any Acquisition Proposal.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 108, the Company and its Subsidiaries will shall not, and the Company will use its reasonable best efforts to cause nor shall they permit any of their Affiliates to, nor shall they authorize any of the officers, directors, employees, investment bankers, consultants or and other agents or representatives (collectively, "Agents") and Affiliates of the Company and its Subsidiaries not to, directly or indirectly, (i) solicit, initiate initiate, encourage, induce or encourage knowingly facilitate (including by way of furnishing information) the submission of any Acquisition ProposalProposal or any inquiries with respect thereto, (ii) engage in discussions or negotiations with any Person concerning an Acquisition Proposal, Proposal or knowingly facilitate any effort or attempt to make an Acquisition Proposal or accept an Acquisition Proposal or (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries to any Person who, to the knowledge Knowledge of the Company, is making or considering making, or who has made, an Acquisition Proposal or (iv) take any other action to facilitate any inquiries or the making of any proposal that constitutes or that could reasonably be expected to lead to an Acquisition Proposal. The Company will notify Parent as promptly as practicable (but in no event later than 24 hours) after receipt by the Company of any Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries by any Person who, to the knowledge Knowledge of the Company, is making, making or considering making or who has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and all the terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent promptly informed of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the such Acquisition ProposalProposal or request. The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the Agents directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal. Nothing contained in this Agreement shall prevent Proposal and, to the Board of Directors of extent within its power, to recover or cause to be destroyed all information concerning the Company from complying with Rule 14d-9 or Rule 14e-2 under and its Subsidiaries in the 1934 Act with respect to any Acquisition Proposalpossession of such Persons and their Affiliates, representatives and advisors.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 10, the The Company and its Subsidiaries will shall not, and the Company will use shall not permit any of its reasonable best efforts to Subsidiaries to, and shall cause the its officers, directors, directors and employees, and any investment bankers, consultants consultants, financial advisors, accountants, agents or other agents representatives retained by it or representatives (collectively, "Agents") any of the Company and its Subsidiaries not to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal, Proposal (iias hereinafter defined) or engage in discussions or negotiations with any Person concerning an Acquisition Proposal, (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries furnish to any Person who, any information with respect to the knowledge of the Company, is considering making, or has made, an Acquisition Proposal or (iv) take any other action to knowingly facilitate any inquiries effort or the making of any proposal that constitutes or that could reasonably be expected attempt to lead to make an Acquisition Proposal. The Company will notify Parent promptly (but in no event later than 24 hours) after receipt Any violation of the foregoing restrictions by any of the Company Company's representatives, whether or not such representative is so authorized and whether or not such representative is purporting to act on behalf of any Acquisition Proposal or any request for nonpublic information relating to the Company or any otherwise, shall be deemed a breach of its Subsidiaries this Agreement by any Person who, to the knowledge of the Company, is making, or has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and all terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent promptly informed of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposal. The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the Agents officers, directors, employees or any investment bankers, attorneys, consultants, financial advisors, agents or other representatives of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition ProposalProposal and, to the extent within its power, to recover or cause to be destroyed all information concerning the Company and its Subsidiaries in the possession of such Persons and their affiliates, representatives and advisors. Nothing contained in this Agreement shall prevent the Company Board of Directors of the Company from complying with Rule 14d-9 or Rule 14e-2 under the 1934 Exchange Act with respect to any Acquisition ProposalProposal or making any disclosure to the Company's stockholders that, in the good faith judgment of the majority of the members of the Company Board, upon recommendation of the Special Committee after consultation with and advice from its outside legal counsel, is required by applicable Law.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 10hereof, the Company and its Subsidiaries will not, and the Company will use cause its reasonable best efforts to cause Subsidiaries and the officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or representatives (collectively, "Agents") advisors of the Company and its Subsidiaries not to, directly or indirectly, (i) take any action to solicit, initiate initiate, facilitate or encourage the submission of any Acquisition Proposal, (ii) engage in discussions negotiations with, or negotiations with any Person concerning an Acquisition Proposal, (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person whowho has made or, to the knowledge of the Company's knowledge, is considering making, an Acquisition Proposal, or has made(iii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company. Notwithstanding the foregoing sentence, the Company may, in the press release announcing execution of this Agreement, include the following sentence: "Under the Agreement, the Company may furnish information and hold discussions with third parties in appropriate circumstances." Parent and the Company agree further that the issuance of a press release containing the foregoing sentence shall not constitute solicitation, initiation, facilitation or encouragement by the Company or its Subsidiaries of the submission of an Acquisition Proposal or (iv) take any other action to facilitate any inquiries or the making in violation of any proposal that constitutes or that could reasonably be expected to lead to an Acquisition Proposalthis Section 7.03(a). The Company will notify Parent promptly (but in no event later than 24 hourstwo business days) after receipt by the Company (or any of its advisors) of any Acquisition Proposal, any indication that any Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person whowho has made or, to the knowledge of the Company's knowledge, is considering making, or has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and all the terms and conditions of, any such Acquisition Proposal Proposal, indication or request. The Company shall keep Parent promptly informed fully informed, on a current basis, of the status and details of any such Acquisition Proposal (including amendments Proposal, indication or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposalrequest. The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the Agents directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal. Nothing contained in this Agreement shall prevent the Board of Directors of the Company from complying with Rule its fiduciary duties or Rules 14d-9 or Rule and 14e-2 under the 1934 Act with respect to any Acquisition Proposal.

No Solicitation; Other Offers. (a) From the date hereof until the earlier acceptance for payment by Merger Subsidiary of the Effective Time and Shares tendered into the Offer or the earlier termination of this Agreement in accordance with Article 10hereof, the Company and its Subsidiaries will not, and the Company will use cause its reasonable best efforts to cause Subsidiaries and the officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or representatives (collectively, "Agents") advisors of the Company and its Subsidiaries not to, directly or indirectly, to (i) solicit, initiate take any action (y) to solicit or encourage (z) for the primary purpose of initiating or encouraging the submission of any Acquisition Proposal, (ii) engage in substantive discussions or negotiations with any Person concerning an Acquisition Proposalwith, (iii) or disclose any material nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person who, who the Company should reasonably be expected to the knowledge of the Company, know is considering making, or has made, an Acquisition Proposal or (iviii) take otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other action Person, in each case, for the primary purpose of making any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to facilitate abandon, terminate or fail to consummate the Offer, the Merger or any inquiries or the making of any proposal that constitutes or that could reasonably be expected to lead to an Acquisition Proposalother transaction contemplated by this Agreement. The Company will notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its advisors) of any Acquisition Proposal Proposal, or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person who, who the Company should reasonably be expected to the knowledge of the Company, know is considering making, or has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and all terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent promptly informed of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposal. The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the Agents directors, officers and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, negotiations with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal. Nothing contained in this Agreement shall prevent the Board of Directors of the Company from complying with Rule 14d-9 or Rule 14e-2 under the 1934 Act with respect to any Acquisition Proposal.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 10, the The Company and its Subsidiaries will shall not, and the Company will shall not permit any of its Subsidiaries to, and shall use its reasonable best efforts to cause the ensure that its officers, directors, directors or employees, or any investment bankers, consultants or other agents retained by it or representatives (collectively, "Agents") any of the Company and its Subsidiaries do not to, directly or indirectly, (i) solicit, initiate or initiate, encourage the submission of any Acquisition Proposal, (ii) Proposal or engage in discussions or negotiations with any Person concerning an Acquisition Proposal, (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries furnish to any Person who, any information with respect to the knowledge of the Company, is considering making, or has made, an Acquisition Proposal or (iv) take any other action to knowingly facilitate any inquiries effort or the making of any proposal that constitutes or that could reasonably be expected attempt to lead to make an Acquisition Proposal. The Company will notify Parent promptly (but in no event later than 24 hours) after within 48 hours of receipt by the Company of any Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries by any Person who, to the knowledge of the Company, is making, making or considering making or who has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify including the Person making, and all terms and conditions of, of any such Acquisition Proposal or request. The Company shall keep Parent promptly informed of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposal. The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the Agents directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition ProposalProposal and, to the extent within its power, to recover or cause to be destroyed all information concerning the Company and its Subsidiaries in the possession of such Persons and their affiliates, representatives and advisors. Nothing contained in this Agreement shall prevent the Board of Directors of the Company from complying with Rule 14d-9 or Rule 14e-2 under the 1934 Exchange Act with respect to any Acquisition ProposalProposal or making any disclosure to the Company's shareholders if, in the good faith judgment of the majority of the disinterested members of the Board of Directors of the Company, failure to so disclose would be inconsistent with applicable law.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 10, the Company and its Subsidiaries will not, and the Company will use its reasonable best efforts to cause the officers, directors, employees, investment bankers, consultants or other agents or representatives (collectively, "AgentsAGENTS") of the Company and its Subsidiaries not to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal, (ii) engage in discussions or negotiations with any Person concerning an Acquisition Proposal, (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries to any Person who, to the knowledge of the Company, is considering making, or has made, an Acquisition Proposal or (iv) take any other action to facilitate any inquiries or the making of any proposal that constitutes or that could reasonably be expected to lead to an Acquisition Proposal. The Company will notify Parent promptly (but in no event later than 24 hours) after receipt by the Company of any Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries by any Person who, to the knowledge of the Company, is making, or has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and all terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent promptly informed of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposal. The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the Agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition ProposalProposal or request. Nothing contained in this Agreement shall prevent the Board of Directors of the Company from complying with Rule 14d-9 or Rule 14e-2 under the 1934 Act with respect to any Acquisition ProposalProposal or shall prevent NA and its Agents from taking any action permitted under Section 6.04 of the NA Merger Agreement.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 10hereof, the Company and its Subsidiaries will not, and the Company will use cause its reasonable best efforts to cause Subsidiaries and the officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or representatives (collectively, "Agents") advisors of the Company and its Subsidiaries not to, directly or indirectly, (i) take any action to solicit, initiate initiate, facilitate or encourage the submission of any Acquisition Proposal, (ii) except as permitted in Section 7.4(b), engage in discussions or negotiations with any Person concerning an Acquisition Proposalwith, (iii) or disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person who, who the Company has reason to the knowledge of the Company, is believe may be considering making, or has made, an Acquisition Proposal or (iv) take any other action to facilitate any inquiries or the making of any proposal that constitutes constitutes, or that could may reasonably be expected to lead to an to, any Acquisition Proposal, or (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company. The Company will notify Parent or Parent's outside legal counsel promptly (but in no event later than 24 36 hours) after receipt by by, or communication to, the Company of any Acquisition Proposal, any indication that any Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person who, who the Company has reason to the knowledge of the Company, is believe may be considering making, or has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and all the terms and conditions of, any such Acquisition Proposal Proposal, indication or request. The Company shall keep Parent promptly informed of the status and details fully informed, on a current basis, of any such Acquisition Proposal (including amendments or proposed amendments) or request and any discussions or negotiations pursuant material changes to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposalterms thereof. The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the Agents directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal. Nothing contained in this Agreement shall prevent the Board of Directors of the Company from complying with Rule 14d-9 or Rule 14e-2 under the 1934 Act with respect to any Acquisition Proposal.

No Solicitation; Other Offers. (a) From During the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 10Pre-Closing Period, the Company and its Subsidiaries will Seller shall not, and the Company will use shall cause each of its reasonable best efforts to cause the officers, directors, employees, investment bankers, consultants or other agents or representatives (collectively, "Agents") of the Company and its Subsidiaries Representatives not to, directly or indirectly, (ia) solicit, initiate initiate, facilitate, support, seek, induce, entertain or encourage, or take any action to solicit, initiate, facilitate, support, seek, induce, entertain or encourage any inquiries, announcements or communications relating to, or the submission making of any Acquisition Proposalsubmission, (ii) engage in discussions proposal or negotiations with any Person concerning offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (iiib) disclose enter into, participate in, maintain or continue any nonpublic information discussions or negotiations relating to the Company or to, any of its Subsidiaries Acquisition Proposal with any Person other than Purchaser, (c) furnish to any Person whoother than Purchaser any information that Seller believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to the knowledge of the Company, is considering makingan Acquisition Proposal, or has madetake any other action regarding any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or (ivd) take accept any other action to facilitate Acquisition Proposal or enter into any inquiries agreement, arrangement or understanding (whether written or oral) providing for the making consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to any Acquisition Proposal. Seller shall, and shall cause each of its Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal, including suspending such Persons’ access to any electronic or physical data room and requesting the return of all confidential information distributed to such Persons. Seller shall promptly (and in any event within 24 hours) provide, to the extent not prohibited by the terms of any confidentiality or non-disclosure agreement in existence as of the date hereof, Purchaser with: (y) an oral and a written description of any expression of interest, inquiry, proposal that constitutes or offer relating to a possible Acquisition Proposal, or any request for information that could reasonably be expected to lead to an be used for the purposes of formulating any inquiry, proposal or offer regarding a possible Acquisition Proposal. The Company will notify Parent promptly (but , that is received by Seller or its Representatives from any Person, including in no event later than 24 hours) after receipt by such description the Company identity of any Acquisition Proposal the Person from which such expression of interest, inquiry, proposal, offer or any request for nonpublic information relating to was received (the Company “Other Interested Party”), and (z) a copy of each written communication and a complete summary of each other communication transmitted on behalf of the Other Interested Party or any of the Other Interested Party’s Representatives to Seller or its Subsidiaries by any Person who, Representatives or transmitted on behalf of Seller or its Representatives to the knowledge Other Interested Party or any of the Company, is making, or has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and all terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent promptly informed of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposal. The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the Agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal. Nothing contained in this Agreement shall prevent the Board of Directors of the Company from complying with Rule 14d-9 or Rule 14e-2 under the 1934 Act with respect to any Acquisition ProposalOther Interested Party’s Representatives.

No Solicitation; Other Offers. (a) From the date hereof of this Agreement until the earlier of the Effective Time and or the termination of this Agreement in accordance with Article 10its terms, the Company and its Subsidiaries will shall not, and the Company will use shall cause each of its reasonable best efforts to cause the officers, directors, employees, investment bankers, consultants or other agents or representatives (collectively, "Agents") of the Company and its Subsidiaries not to, directly or indirectly, (ia) solicit, initiate, or support or take any action to solicit, initiate or encourage support any inquiries, announcements or communications relating to, or the submission making of any submission, proposal or offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (iib) engage in enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person other than Parent, (c) furnish to any Person other than Parent any information that the Company believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal, or take any other action regarding any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (d) accept any Acquisition Proposal or enter into any agreement, arrangement or understanding (whether written or oral) providing for the consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to any Acquisition Proposal or (e) submit any Acquisition Proposal or any matter related thereto to the vote of the stockholders of the Company. The Company shall, and shall cause each of its representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person concerning an Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal, and shall promptly (iiiand in any event within 24 hours) disclose provide Parent with: (i) a written description of any nonpublic information expression of interest, inquiry, proposal or offer relating to the Company a possible Acquisition Proposal, or any of its Subsidiaries to any Person who, to the knowledge of the Company, is considering making, or has made, an Acquisition Proposal or (iv) take any other action to facilitate any inquiries or the making of any proposal that constitutes or request for information that could reasonably be expected to lead to an be used for the purposes of formulating any inquiry, proposal or offer regarding a possible Acquisition Proposal. The Company will notify Parent promptly (but in no event later than 24 hours) after receipt , that is received by the Company of any Acquisition Proposal or any representatives of the Company from any Person (other than Parent), including in such description the identity of the Person from which such expression of interest, inquiry, proposal, offer or request for nonpublic information relating was received (the “Other Interested Party”) and the material financial terms of such expression of interest, inquiry, proposal, offer or request for information; and (ii) a copy of each written communication and a complete summary of each other communication transmitted on behalf of the Other Interested Party or any of the Other Interested Party’s representatives to the Company or any of its Subsidiaries by any Person who, to the knowledge of the Company, is making, or has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and all terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent promptly informed of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposal. The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the Agents representatives of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal. Nothing contained in this Agreement shall prevent the Board of Directors or transmitted on behalf of the Company from complying with Rule 14d-9 or Rule 14e-2 under any representatives of the 1934 Act with respect Company to the Other Interested Party or any Acquisition Proposalof the Other Interested Party’s representatives.

No Solicitation; Other Offers. (a) From and after receipt of the date hereof Written Consent containing the Company Stockholder Approval until the earlier of the Effective Time and or the termination of this Agreement in accordance with Article 10its terms, without the prior consent of Parent, the Company and its Subsidiaries will shall not, and the Company will use shall cause each of its reasonable best efforts to cause the officers, directors, employees, investment bankers, consultants or other agents or representatives (collectively, "Agents") Representatives and each of the Company Acquired Companies (and its Subsidiaries each of their respective Representatives) not to, directly or indirectly, (i) solicit, initiate initiate, facilitate, support, seek, induce, entertain or encourage, or take any action to solicit, initiate, facilitate, support, seek, induce, entertain or encourage any inquiries, announcements or communications relating to, or the submission making of any submission, proposal or offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (ii) engage in enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person concerning other than Parent, (iii) furnish to any Person other than Parent any information that the Company believes or would reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal, or take any other action regarding any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries to any Person who, to the knowledge of the Company, is considering making, or has made, an Acquisition Proposal or (iv) take any other action to facilitate any inquiries or the making of any proposal that constitutes or that could reasonably be expected to lead to an Acquisition Proposal. The Company will notify Parent promptly (but in no event later than 24 hours) after receipt by the Company of accept any Acquisition Proposal or enter into any request agreement, arrangement or understanding (whether written or oral) providing for nonpublic information the consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to any Acquisition Proposal or the Company Interim Acquisition, or (v) submit any Acquisition Proposal, the Interim Acquisition or any of its Subsidiaries by any Person who, matter related thereto to the knowledge vote of the stockholders of the Company, is making, or has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and all terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent promptly informed of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposal. The Company shall, and the Company shall use reasonable best efforts to cause each of its Subsidiaries Representatives and the Agents each of the Company other Acquired Companies (and its Subsidiaries each of their respective Representatives) to, immediately cease immediately and cause to be terminated any and all existing activities, discussions and negotiations, if any, or negotiations with any Persons conducted prior to or on the date hereof of this Agreement with respect to any Acquisition Proposal. Nothing contained , and shall promptly (and in this Agreement shall prevent any event within twenty four (24) hours) provide Parent with: (i) an oral and a written description of any expression of interest, inquiry, proposal or offer relating to a possible Acquisition Proposal, or any request for information that would reasonably be expected to be used for the Board purposes of Directors formulating any inquiry, proposal or offer regarding a possible Acquisition Proposal, that is received by any Acquired Company or any Representatives of any Acquired Company from any Person (other than Parent), including in such description the identity of the Company Person from complying with Rule 14d-9 which such expression of interest, inquiry, proposal, offer or Rule 14e-2 under request for information was received (the 1934 Act with respect “Other Interested Party”); and (ii) a copy of each written communication and a complete summary of each other communication transmitted on behalf of the Other Interested Party or any of the Other Interested Party’s Representatives to any Acquisition ProposalAcquired Company or any Representatives of any Acquired Company or transmitted on behalf of any Acquired Company or any Representatives of any Acquired Company to the Other Interested Party or any of the Other Interested Party’s Representatives.

No Solicitation; Other Offers. (a) From During the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 10Pre-Closing Period, neither the Company and its Subsidiaries will notnor any Seller will, and the Company and each Seller will use its reasonable best efforts to cause the officers, directors, employees, investment bankers, consultants or other agents or such Person’s respective controlled Affiliates and direct such Person’s representatives (collectively, "Agents"including employees and service providers) of the Company and its Subsidiaries not to, directly or indirectly, (i) solicit, initiate initiate, facilitate, support, seek, induce, knowingly entertain or encourage, or knowingly take any action to solicit, initiate, facilitate, support, seek, induce, entertain or encourage any inquiries, announcements or communications relating to, or the submission making of any submission, proposal or offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (ii) engage in enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person concerning other than Buyer, (iii) furnish to any Person other than Buyer any information that the Company or such Seller believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal, or take any other action regarding any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iiiiv) disclose accept any nonpublic information relating to the Company or any of its Subsidiaries to any Person who, to the knowledge of the Company, is considering making, or has made, an Acquisition Proposal or enter into any agreement, arrangement or understanding (ivwhether written or oral) take any other action to facilitate any inquiries or providing for the making consummation of any proposal that constitutes transaction contemplated by any Acquisition Proposal or that could reasonably be expected otherwise relating to lead to an any Acquisition Proposal. The Company will notify Parent promptly , (but in no event later than 24 hoursv) after receipt by the Company of submit any Acquisition Proposal or any request for nonpublic information relating matter related thereto to the Company or any vote of its Subsidiaries by any Person who, to the knowledge holders of equity interests of the Company, is making, (vi) amend or has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and all terms and conditions of, grant any such Acquisition Proposal waiver or request. The Company shall keep Parent promptly informed of the status and details of release under any such Acquisition Proposal (including amendments standstill or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposal. The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the Agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof similar agreement with respect to any Acquisition Proposal. Nothing contained in this Agreement shall prevent the Board class of Directors equity securities of the Company or the Blocker or (vii) resolve, propose or agree to do any of the foregoing. From and following the date of this Agreement, the Company and the Sellers further agree not to release any Persons described in the preceding sentence from complying with Rule 14d-9 any obligations under such non-disclosure or Rule 14e-2 under similar agreements without the 1934 Act with respect to prior written consent of Buyer. The Company and each Seller shall be responsible for any Acquisition Proposalbreach of this Section 7.19 by any of its representatives (including employees and service providers).

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 10hereof, the Company and its Subsidiaries will not, and the Company will use cause its reasonable best efforts to cause Subsidiaries and the officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or representatives (collectively, "Agents") advisors of the Company and its Subsidiaries not to, directly or indirectly, (i) take any action to solicit, initiate initiate, facilitate or encourage the submission of any Acquisition Proposal, (ii) engage in discussions or negotiations with any Person concerning an Acquisition Proposalwith, (iii) or disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person who, who the Company has reason to the knowledge of the Company, is believe may be considering making, or has made, an Acquisition Proposal or (iv) take any other action to facilitate any inquiries or the making of any proposal that constitutes constitutes, or that could may reasonably be expected to lead to an to, any Acquisition Proposal, or (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company. The Company will notify Parent or Parent's outside legal counsel promptly (but in no event later than 24 36 hours) after receipt by the Company (or any of its advisors) of any Acquisition Proposal, any indication that any Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person who, who the Company has reason to the knowledge of the Company, is believe may be considering making, or has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and all the terms and conditions of, any such Acquisition Proposal Proposal, indication or request. The Company shall keep Parent promptly informed fully informed, on a current basis, of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) Proposal, indication or request and (including, without limitation, any discussions or negotiations pursuant material changes to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposalterms thereof). The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the Agents directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal. Nothing contained in this Agreement shall prevent the Board of Directors of the Company from complying with Rule 14d-9 or Rule 14e-2 under the 1934 Act with respect to any Acquisition Proposal.

No Solicitation; Other Offers. (a) From the date hereof until Until the earlier of the Effective Time and Closing or the termination of this Agreement in accordance with Article 10its terms, the Company and its Subsidiaries will Seller shall not, and the Company will use its reasonable best efforts to shall cause the officers, directors, employees, investment bankers, consultants or other agents or representatives (collectively, "Agents") each of the Company and its Subsidiaries and Representatives not to, directly or indirectly, (ia) solicit, initiate or knowingly encourage, or take any action to solicit, initiate or knowingly encourage any inquiries, announcements or communications relating to, or the submission making of any Acquisition Proposalsubmission, (ii) engage in discussions proposal or negotiations with any Person concerning offer that constitutes or that would reasonably be expected to lead to, an Acquisition Proposal, (iiib) disclose enter into, participate in, maintain or continue any nonpublic information discussions or negotiations relating to the Company or to, any of its Subsidiaries Acquisition Proposal with any Person other than Purchaser, (c) furnish to any Person whoother than Purchaser any information that Seller believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to the knowledge of the Company, is considering makingan Acquisition Proposal, or has madetake any other action regarding any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or (ivd) take any other action to facilitate any inquiries or the making of any proposal that constitutes or that could reasonably be expected to lead to an Acquisition Proposal. The Company will notify Parent promptly (but in no event later than 24 hours) after receipt by the Company of accept any Acquisition Proposal or enter into any request agreement, arrangement or understanding providing for nonpublic information the consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to the Company or any of its Subsidiaries by any Person who, to the knowledge of the Company, is making, or has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and all terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent promptly informed of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposal. The Company Seller shall, and the Company shall use reasonable best efforts to cause each of its Subsidiaries and the Agents of the Company and its Subsidiaries Representatives to, immediately cease immediately and cause to be terminated any and all existing activities, discussions and negotiations, if any, or negotiations with any Persons conducted prior to or on the date hereof of this Agreement with respect to any Acquisition Proposal. Nothing contained in Until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Seller shall, and shall prevent cause each of its Representatives to, promptly (and in any event, no later than one Business Day following receipt of an Acquisition Proposal) notify Purchaser of any Acquisition Proposal received by Seller or its Subsidiaries and Representatives after the Board of Directors Execution Date, which notice shall include a summary of the Company from complying with Rule 14d-9 or Rule 14e-2 under the 1934 Act with respect to material terms of any such Acquisition Proposal, whether conveyed verbally or in writing.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 10, the The Company and its Subsidiaries will shall not, and the Company will shall not permit any of its Subsidiaries to, and shall use its reasonable best efforts to cause the ensure that its officers, directors, directors or employees, or any investment bankers, consultants or other agents retained by it or representatives (collectively, "Agents") any of the Company and its Subsidiaries not toto not, directly or indirectly, (i) solicit, initiate or initiate, encourage the submission of any Acquisition Proposal, (ii) Proposal or engage in discussions or negotiations with any Person concerning an Acquisition Proposal, (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries furnish to any Person who, person any information with respect to the knowledge of the Company, is considering making, or has made, an Acquisition Proposal or (iv) take any other action to knowingly facilitate any inquiries effort or the making of any proposal that constitutes or that could reasonably be expected attempt to lead to make an Acquisition Proposal. The Company will notify Parent promptly (but in no event later than 24 hours) after within 48 hours of receipt by the Company of any Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries by any Person person who, to the knowledge of the Company, is making, making or considering making or who has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify including the Person making, and all terms and conditions of, of any such Acquisition Proposal or request. The Company shall keep Parent promptly informed of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposal. The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the Agents directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons persons conducted prior to the date hereof with respect to any Acquisition ProposalProposal and, to the extent within its power, to recover or cause to be destroyed all information concerning the Company and its Subsidiaries in the possession of such persons and their affiliates, representatives and advisors. Nothing contained in this Agreement shall prevent the Board of Directors of the Company from complying with Rule 14d-9 or Rule 14e-2 under the 1934 Exchange Act with respect to any Acquisition ProposalProposal or making any disclosure to the Company's stockholders if, in the good faith judgment of the majority of the disinterested members of the Board of Directors of the Company, failure to so disclose would be inconsistent with their fiduciary duties and violative of applicable law.

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 10hereof, the Company and its Subsidiaries will not, and the Company will use cause its reasonable best efforts to cause Subsidiaries and the officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or representatives (collectively, "Agents") advisors of the Company and its Subsidiaries not to, directly or indirectly, (i) take any action to solicit, initiate initiate, facilitate or encourage the submission of any Acquisition Proposal, (ii) except as permitted in Section 7.4(b), engage in discussions or negotiations with any Person concerning an Acquisition Proposalwith, (iii) or disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person who, who the Company has reason to the knowledge of the Company, is believe may be considering making, or has made, an Acquisition Proposal or (iv) take any other action to facilitate any inquiries or the making of any proposal that constitutes constitutes, or that could may reasonably be expected to lead to an to, any Acquisition Proposal, or (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company. The Company will notify Parent or Parent's outside legal counsel promptly (but in no event later than 24 36 hours) after receipt by by, or communication to, the Company of any Acquisition Proposal, any indication that any Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person who, who the Company has reason to the knowledge of the Company, is believe may be considering making, or has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and all the terms and conditions of, any such Acquisition Proposal Proposal, indication or request. The Company shall keep Parent promptly informed of the status and details fully informed, on a current basis, of any such Acquisition Proposal (including amendments or proposed amendments) or request and any discussions or negotiations pursuant material changes to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposalterms thereof. The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the Agents directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal. Nothing contained in this Agreement shall prevent the Board of Directors of the Company from complying with Rule 14d-9 or Rule 14e-2 under the 1934 Act with respect to any Acquisition Proposal.Company

No Solicitation; Other Offers. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 10hereof, the Company and its Subsidiaries will not, and the Company will use cause its reasonable best efforts to cause Subsidiaries and the officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or representatives (collectively, "Agents") advisors of the Company and its Subsidiaries not to, directly or indirectly, (i) take any action to solicit, initiate initiate, facilitate or encourage the submission of any Acquisition Proposal, (ii) engage in discussions or negotiations with any Person concerning an Acquisition Proposalwith, (iii) or disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person who, who the Company has reason to the knowledge of the Company, is believe may be considering making, or has made, an Acquisition Proposal Proposal, or (iviii) take grant any other action waiver or release under any standstill or similar agreement with respect to facilitate any inquiries or class of equity securities of the making of any proposal that constitutes or that could reasonably be expected to lead to an Acquisition ProposalCompany. The Company will notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its advisors) of any Acquisition Proposal, any indication that any Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person who, who the Company has reason to the knowledge of the Company, is believe may be considering making, or has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person making, and all the terms and conditions of, any such Acquisition Proposal Proposal, indication or request. The Company shall keep Parent promptly informed fully informed, on a current basis, of any material changes in the status and or details of any such Acquisition Proposal (including amendments Proposal, indication or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposalrequest. The Company shall, and the Company shall use reasonable best efforts to cause its Subsidiaries and the Agents directors, employees and other agents of the Company and its Subsidiaries to, cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Acquisition Proposal. Nothing contained in this Agreement shall prevent the Board of Directors of the Company from complying with Rule 14d-9 or Rule 14e-2 under the 1934 Act with respect to any Acquisition Proposal.

No Solicitation; Other Offers. (a) From the date hereof of this Agreement until the earlier of the Effective Time and Closing Date or the termination of this Agreement in accordance with Article 10its terms, the Company and its Subsidiaries will (a) each Seller shall not, and shall cause each of its Representatives not to, and (b) the Company will use shall not, and shall cause each of its reasonable best efforts to cause the officers, directors, employees, investment bankers, consultants or other agents or representatives (collectively, "Agents") of the Company and its Subsidiaries Representatives not to, directly or indirectly, : (i) solicit, initiate initiate, facilitate, support, seek, respond, induce, entertain or encourage, or take any action to solicit, initiate, facilitate, support, seek, respond, induce, or encourage the submission of any Acquisition Proposalinquiries, (ii) engage in discussions announcements or negotiations with any Person concerning an Acquisition Proposalcommunications relating to, (iii) disclose any nonpublic information relating to the Company or any of its Subsidiaries to any Person who, to the knowledge of the Company, is considering making, or has made, an Acquisition Proposal or (iv) take any other action to facilitate any inquiries or the making of any submission, proposal or offer that constitutes constitutes, or that could would reasonably be expected to lead to, an Acquisition Proposal that may involve the Purchased Shares; (ii) enter into, participate in, maintain or continue any discussions or negotiations relating to any Acquisition Proposal that may involve the Purchased Shares with any Person other than the Purchaser; (iii) furnish to any Person other than the Purchaser any information that the Company or such Seller believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal that may involve the Purchased Shares or take any other action regarding any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal that may involve the Purchased Shares; (iv) accept any Acquisition Proposal or enter into any agreement, arrangement or understanding (whether written or oral) providing for the consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to any Acquisition Proposal. The Company will notify Parent promptly ; or (but in no event later than 24 hoursv) after receipt by the Company of submit any Acquisition Proposal or any request for nonpublic information relating matter related thereto to the Company or any vote of its Subsidiaries by any Person who, to the knowledge shareholders of the Company. Each Seller shall, is making, or has made, an Acquisition Proposal. The Company shall promptly provide such notice orally and in writing and shall identify the Person makingcause each of its Representatives to, and all terms and conditions of, any such Acquisition Proposal or request. The Company shall keep Parent promptly informed of the status and details of any such Acquisition Proposal (including amendments or proposed amendments) or request and any discussions or negotiations pursuant to Section 6.04(b) and the Company shall provide to Parent copies of any written communications between the Company and any Person making the Acquisition Proposal. The Company shall, and the Company shall use reasonable best efforts to cause each of its Subsidiaries and the Agents of the Company and its Subsidiaries Representatives to, immediately cease immediately and cause to be terminated any and all existing activities, discussions and negotiations, if any, or negotiations with any Persons conducted prior to or on the date hereof of this Agreement with respect to any Acquisition Proposal. Nothing contained Proposal that may involve the Purchased Shares, and shall promptly (and in this Agreement shall prevent any event within 24 hours) provide the Board Purchaser with: (x) a written description of Directors any expression of interest, inquiry, proposal or offer relating to a possible Acquisition Transaction that is received by the Company or such Seller or by any Representative of the Company or such Seller from complying with Rule 14d-9 any Person (other than the Purchaser), including in such description the identity of the Person from which such expression of interest, inquiry, proposal or Rule 14e-2 offer was received (the “Other Interested Party”); and (y) a copy of each written communication and a complete summary of each other communication transmitted on behalf of the Other Interested Party or any of the Other Interested Party’s Representatives to the Company or any Seller or any Representative of the Company or Seller or transmitted on behalf of the Company or Seller or any Representative of the Company or Seller to the Other Interested Party or any of the Other Interested Party’s Representatives. Furthermore, the parties agree that each of the Sellers shall be obligated, and subject to, Sections 3 (Right of First Offer), 7 (Effect of Failure to Comply), 11 (Miscellaneous) all of the provisions of the Shareholders Agreement, and the Purchaser shall have all the rights provided to it under the 1934 Act with respect Shareholder Agreement, in each case, as if such Shareholder Agreement was executed and in full force and effect, as of the date hereof, and Purchaser shall be deemed to any Acquisition Proposalown, for the purpose of such obligations and rights, all of the Purchased Shares.