Common use of No Solicitation Clause in Contracts

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company shall not, shall cause its subsidiaries not to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not to, (i) initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information to any Person in connection with, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii).

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company (a) TARGET shall not, nor shall cause it permit --------------- any of its subsidiaries not to and Subsidiaries to, nor shall direct it authorize or permit any officer, director of employee of, or any investment banker, attorney or other advisor or representative of, TARGET or any of its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not Subsidiaries to, (i) solicit or initiate, solicitor encourage the submission of, proposeany Takeover Proposal or (ii) participate in any discussions or negotiations regarding, knowingly assistor furnish to any person any information with respect to, knowingly encourage (including by way of furnishing information) or knowingly take any other action to facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Takeover Proposal; provided, however, that, subject to compliance with subsection (c) below and after receiving the written opinion of independent outside legal counsel to the effect that the failure to do so would constitute a breach by the TARGET Board of Directors of its fiduciary duties to TARGET shareholders under applicable law, TARGET may, in response to an unsolicited Takeover Proposal that (i) was not received in violation of this Section 7.8, (ii) engage inis not subject to financing and (iii) the TARGET Board of Directors determines in good faith, continue or otherwise participate after receipt of a written opinion of a financial advisor of nationally recognized reputation to such effect, would result in any discussions a transaction more favorable to TARGET shareholders than the Merger, (A) furnish information with or negotiations relating to, or furnish any non-public information respect to TARGET to any Person pursuant to a confidentiality agreement and (B) participate in connection withnegotiations regarding such Takeover Proposal. Without limiting the foregoing, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors violation of the Company expressly permitted under Section 6.1(b) restrictions set forth in the immediately preceding sentence by any executive officer of TARGET or Section 6.1(c) any of its Subsidiaries or any investment banker, attorney or other advisor or representative of TARGET or any of its Subsidiaries, whether or not such person is purporting to act on behalf of TARGET or any of its Subsidiaries or otherwise, shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii).7.8

No Solicitation. Except as expressly permitted by this Section 6.1(a) Stockholder covenants and agrees that, from prior to the date hereof until the Effective Time orExpiration Date, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company Stockholder shall not, nor shall cause it authorize or permit, as applicable, any of its subsidiaries not to and shall direct or its and or their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) not to, to directly or indirectly: (i) solicit, initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition ProposalProposal (as defined below), including without limitation amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock; or (ii) engage inenter into, continue or otherwise participate in any discussions with or negotiations relating regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or furnish otherwise cooperate in any non-public information to any Person in connection way with, any Acquisition Proposal (other than or any inquiry, proposal or offer that could reasonably be expected to state that the terms of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly lead to approve, endorse or recommend, any Acquisition Proposal Notwithstanding the foregoing and subsection (c) below, to the extent Stockholder or (iv) negotiateany Representative of Stockholder is a director of the Company, execute Stockholder may take, and Stockholder may permit such Representative to take, such actions in his or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action her capacity as director of the Company as are expressly permitted to be taken by the Board of Directors of the Company expressly permitted under with respect to an Acquisition Proposal pursuant to (A) Section 6.1(a) of the Merger Agreement in connection with a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement, (B) Section 6.1(b) or of the Merger Agreement and (C) Section 6.1(c6.1(d) shall not be deemed of the Merger Agreement, in each case subject to be a breach or violation of this Section 6.1(a) and, the conditions and limitations set forth in the Merger Agreement and in the case of (A) and (B), as long as such actions do not follow a breach by Stockholder or such Representative of this Section 6.1(b7 or a breach by the Company of Section 6.1 of the Merger Agreement. (b) Stockholder shall immediately notify the Buyer orally, with written confirmation to follow promptly (other than clause and in any event within 48 hours), of any Acquisition Proposal or any request for nonpublic information in connection with, or that would reasonably be expected to lead to, any Acquisition Proposal and of any material modifications to any Acquisition Proposal, received by Stockholder, such notice to include all written materials delivered to Stockholder by the person making such inquiry or Acquisition Proposal and in any case the identity of such person and a description of the terms of such Acquisition Proposal. (ivc) thereof) Stockholder shall, and shall not cause its Representatives to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or could reasonably be deemed expected to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)lead to, an Acquisition Proposal.

No Solicitation. Except as expressly permitted by this Section 6.1Other than with respect to the Transaction, from each of Company and Buyer agrees that neither it nor (in the date hereof until the Effective Time orcase of Company) any of its Subsidiaries nor any of its or its Subsidiaries' officers and directors shall, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company and that it shall not, shall direct and use its reasonable best efforts to cause its subsidiaries not to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants Subsidiaries' agents and other advisors or representatives (collectivelyincluding any investment banker, “Representatives”attorney or accountant retained by it or any of its Subsidiaries) not to, (i) directly or indirectly, initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to otherwise facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal or offer with respect to (i) a merger, any Acquisition Proposalreorganization, share exchange, consolidation or similar transaction involving it or its Subsidiaries, (ii) any sale, lease, exchange, mortgage, pledge, transfer or purchase of all or substantially all of the assets or equity securities of, it and its Subsidiaries, taken as a whole, in a single transaction or series of related transactions or (iii) any tender offer or exchange offer for 20% or more of the outstanding shares of the Buyer Common Stock or Company Common Stock (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). Each of Company and Buyer further agrees that neither it nor any of its Subsidiaries nor (in the case of Company) any of its or its Subsidiaries' officers and directors shall, and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries' agents and representatives not to, directly or indirectly, engage in, continue or otherwise participate in any discussions with negotiations concerning, or negotiations relating provide any confidential information or data to, or furnish have any non-public information to any Person in connection discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Each of the Company and Buyer agrees that it will immediately cease and cause to be terminated any existing discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Each of the Company and Buyer agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.9. Notwithstanding anything contained in this Agreement to the contrary, nothing contained in this Agreement shall prevent the board of directors of Buyer, or their respective representatives from, prior to the time Buyer's stockholders have approved this Transaction (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, if applicable, or otherwise complying with the Exchange Act; (B) providing information in response to a request therefore by a person who has made a bona fide unsolicited Acquisition Proposal; (C) engaging in any negotiations or discussions with any person who has made a bona fide unsolicited Acquisition Proposal or otherwise facilitating any effort or attempt to implement an Acquisition Proposal; or (other than to state that D) withdrawing or modifying the terms approval or recommendation by Buyer's board of directors of this provision prohibit such discussions Agreement, approving or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, recommending any Acquisition Proposal or (iv) negotiatecausing the applicable party to enter into any letter of intent, execute or enter into, any merger agreementagreement in principle, acquisition agreement or other similar definitive agreement for relating to any Acquisition Proposal, if, and only to the extent that in each such case referred to in clause (B), (C) or (D) above, the Buyer's board of directors determines in good faith, after consultation with outside legal counsel that such action is necessary to act in a manner consistent with the directors' fiduciary duties under applicable law and determines in good faith after consultation with its financial advisors that the person or group making such Acquisition Proposal has adequate sources of financing to consummate such Acquisition Proposal and that such Acquisition Proposal, if consummated as proposed, is materially more favorable to the stockholders of Buyer from a financial point of view (any such more favorable Acquisition Proposal being referred to as a "Superior Proposal") and determines in good faith that such Superior Proposal is reasonably capable of being consummated, taking into account legal, financial, regulatory and other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors aspects of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in proposal and the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii).person making the proposal

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of (a) Unless this Agreement is terminated in accordance with Section 8.1the terms hereof, the Company Holopak, Foilmark and their respective Subsidiaries shall not, nor shall cause its subsidiaries not to and shall direct its and any of Holopak, Foilmark or any of their respective Subsidiaries, direct any of their respective officers, directors, officers, employees, agentsrepresentatives, agents or Affiliates (including, without limitation, any investment bankersbanker, attorneysattorney or accountant retained by Holopak or Foilmark or any of their respective Subsidiaries), accountants and other advisors or representatives (collectively, “Representatives”) not to, (i) directly or indirectly, initiate, solicit, propose, knowingly assist, knowingly solicit or encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information to any Person in connection with, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiationsinformation), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, or maintain or continue discussions or negotiate with any merger agreementPerson in furtherance of, acquisition agreement or other similar definitive agreement for any an Acquisition Proposal Transaction (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)as defined below); provided provided, however, that it is understood and agreed that any determination or action by nothing herein shall prohibit the Board of Directors of Holopak or Foilmark, as the Company expressly permitted under Section 6.1(bcase may be, from furnishing information to, or entering into discussions or negotiations with, any Person (other than an Affiliate of Holopak or Foilmark, as the case may be) that makes an unsolicited written proposal for an Acquisition Transaction after the date hereof, if the Board of Directors of Holopak or Section 6.1(c) shall not be deemed Foilmark, as the case may be, after consultation with and based upon the advice of outside legal counsel, determines in good faith that the failure to engage in such negotiations or discussions, or to disclose such non-public information, would be a breach of the Board of Directors of Holopak's or violation Foilmark's, as the case may be, fiduciary duties under applicable Law, and prior to taking such action, Holopak or Foilmark, as the case may be, provides written notice to the other within twenty-four (24) hours of receipt of any such proposal to the effect that it is taking such action (which notice shall identify the nature and material terms of the proposal). Holopak or Foilmark, as the case may be, shall promptly deliver to the other a copy of any Acquisition Transaction Proposal and promptly notify the other of any indication that any Person is considering making an Acquisition Transaction Proposal or of any request for non-public information relating to Holopak or Foilmark, as the case may be, or their respective subsidiaries, or for access to the properties, books or records of Holopak or Foilmark, as the case may be, or their respective Subsidiaries, by any Person that may be considering making, or has made, an Acquisition Transaction Proposal and shall keep the other fully and timely informed of the status of the same. (b) For purposes of this Section 6.1(a) andAgreement, in "Acquisition Transaction" shall mean a transaction involving any of the case of Section 6.1(b) following (other than clause the transactions contemplated by the Agreement with Foilmark or Holopak) involving Foilmark (ivor any of its Subsidiaries) thereofor Holopak (or any of its Subsidiaries), as the case may be: (v) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii).any direct or indirect acquisition or purchase of more than 20% of any class of equity securities of Foilmark or Holopak, as the case may be; (w) any merger, consolidation, share exchange,

No Solicitation. Except as expressly permitted (a) Holdings LP shall, and shall cause the Holdings Companies to and the respective Representatives of Holdings LP and each Holdings Company to, immediately cease and terminate any solicitation, discussions or negotiations with any Person that may be ongoing with respect to or that may reasonably be expected to lead to an Acquisition Proposal. Holdings LP shall, and shall cause the Holdings Companies to and the respective Representatives of Holdings LP and each Holdings Company to, promptly request that any such Person promptly return or destroy all non-public, confidential or proprietary information furnished to such Person regarding the Holdings Companies by this Section 6.1, from or on behalf of Holdings LP or the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement other Southcross Companies that such Person received in accordance connection with Section 8.1, the Company discussions or negotiations regarding a potential or contemplated Acquisition Proposal. (b) Holdings LP shall not, and shall cause its subsidiaries not to the Holdings Companies and shall direct its the respective Representatives of Holdings LP and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) each Holdings Company not to, directly or indirectly, (i) initiate, solicit, propose, knowingly assist, knowingly encourage or knowingly facilitate (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers inquiries regarding, or the making ofor submission of any proposal or offer that constitutes, an Acquisition Proposal (provided that nothing in this Agreement shall prohibit any Acquisition ProposalHoldings Company or its Representatives from informing any Person of the provisions of this Section 5.2), (ii) engage in, continue conduct or otherwise participate in any discussions with or negotiations relating with any Persons with respect to, or that could lead to, an Acquisition Proposal or (iii) furnish to any Person any non-public information or data relating to any Person Holdings Company or afford access to the business, properties, assets, or, except as required by Law or the Organizational Documents of such, books or records of any Holdings Company in any such case in connection withwith an Acquisition Proposal. Holdings LP shall notify AMID promptly, but in any event within 24 hours, orally and in writing if any such Acquisition Proposal, or any inquiry or other contact with any Person with respect thereto, is made to Holdings GP, Holdings LP or their Representatives. Any such notice to AMID shall indicate in reasonable detail the identity of the Person making such Acquisition Proposal, inquiry or other contact and the terms and conditions of such Acquisition Proposal, inquiry or other contact. (c) For purposes hereof, “Acquisition Proposal” shall mean any SXE Alternative Proposal and any inquiry, proposal or offer from any Person (other than to state that AMID and its Representatives) concerning (A) a merger, consolidation, liquidation, recapitalization or other business combination transaction involving the terms Holdings LP Interests, any Equity Interests of this provision prohibit such discussions or negotiations)Holdings GP, (iiiB) approvethe issuance or acquisition of equity interests, endorse directly or recommendindirectly, in any Holdings Company, or propose publicly to approve(C) the sale, endorse or recommendlease, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement exchange or other similar definitive agreement for disposition of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors significant portion of the Company expressly permitted under Section 6.1(b) properties or Section 6.1(c) shall not be deemed to be a breach or violation assets of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)any Holdings Company.

No Solicitation. Except as expressly permitted by this Section 6.1(a) Each of GCIC and GBDC shall, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company shall not, and shall cause its subsidiaries not to respective Affiliates, Consolidated Subsidiaries, and shall direct its and each of their respective officers, directors, officerstrustees, managers, employees, agentsconsultants, investment bankersfinancial advisors, attorneys, accountants and other advisors or advisors, representatives and agents (collectively, “Representatives”) not to, (i) initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action immediately cease and cause to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in be terminated any discussions with or negotiations relating with any parties that may be ongoing with respect to, or furnish any non-public that are intended to or could reasonably be expected to lead to, a Takeover Proposal, and demand the immediate return or destruction (which destruction shall be certified in writing to GCIC or GBDC, as applicable) of all confidential information previously furnished to any Person in connection with, any Acquisition Proposal (other than GCIC, GBDC or their respective Affiliates or Representatives) with respect to state that any Takeover Proposal. Prior to the terms of this provision prohibit such discussions or negotiations)Effective Time, (iii) approve, endorse or recommend, or propose publicly subject to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, 7.7 in the case of GCIC and Section 6.1(b7.8 in the case of GBDC, each of GCIC and GBDC shall not, and shall cause its respective Affiliates, Consolidated Subsidiaries and its and their respective Representatives not to: (i) directly or indirectly solicit, initiate, induce, encourage or take any other action (including by providing information) designed to, or which could reasonably be expected to, facilitate any inquiries or the making or submission or implementation of any proposal or offer (including any proposal or offer to its stockholders) with respect to any Takeover Proposal; (ii) approve, publicly endorse or recommend or enter into any agreement, arrangement, discussions or understandings with respect to any Takeover Proposal (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) or enter into any Contract or understanding (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) requiring it to abandon, terminate or fail to consummate, or that is intended to or that could reasonably be expected to result in the abandonment of, termination of or failure to consummate, the Merger or any other Transaction; (iii) initiate or participate in any way in any negotiations or discussions regarding, or furnish or disclose to any Person (other than clause GBDC, GCIC or their respective Affiliates or Representatives) any information with respect to, or take any other action to facilitate or in furtherance of any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Takeover Proposal; (iv) thereofpublicly propose or publicly announce an intention to take any of the foregoing actions; or (v) shall not be deemed to give Parent a right to terminate this Agreement grant any (x) approval pursuant to Section 8.1(e)(ii)any Takeover Statute to any Person (other than GBDC, GCIC or their respective Affiliates) or with respect to any transaction (other than the Transactions) or (y) waiver or release under any standstill or any similar agreement with respect to equity securities of GCIC or GBDC. (b) Each of GCIC and GBDC shall as promptly as reasonably practicable (and in any event within twenty-four (24) hours after receipt) (i) notify the other party in writing of any request for information or any Takeover Proposal and the terms and conditions of such request, Takeover Proposal or inquiry (including the identity of the Person (or group of Persons) making such request, Takeover Proposal or inquiry) and (ii) provide to the other party copies of any written materials received by GCIC or GBDC or their respective Representatives in connection with any of the foregoing, and the identity of the Person (or group of Persons) making any such request, Takeover Proposal or inquiry or with whom any discussions or negotiations are taking place. Each of GCIC and GBDC agrees that it shall keep the other party informed on a reasonably current basis of the status and the material terms and conditions (including amendments or proposed amendments) of any such request, Takeover Proposal or inquiry and keep the other party informed on a reasonably current basis of any information requested of or provided by GCIC or GBDC and as to the status of all discussions or negotiations with respect to any such request, Takeover Proposal or inquiry.

No Solicitation. Except as expressly permitted (a) The Company shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any Persons conducted heretofore by the Company, its Subsidiaries or any of their respective representatives with respect to any proposed, potential or contemplated Acquisition Transaction and request the return or destruction of all non-public information furnished in connection therewith. (b) From and after this Section 6.1date, from without the date hereof until the Effective Time or, if earlier, the valid termination prior written consent of this Agreement in accordance with Section 8.1Parent, the Company shall will not, shall cause will not authorize or permit any of its subsidiaries not to Subsidiaries to, and shall direct use its and reasonable best efforts to cause any of its or their respective officers, directors, officers, employees, agentsfinancial advisors, investment bankers, attorneys, accountants and agents or other advisors or representatives (collectively, “Representatives”) not to, (i) initiatedirectly or indirectly, solicit, propose, knowingly assist, knowingly initiate or encourage (including by way of furnishing information) or knowingly take any other action to facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal from any Person, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with discussion or negotiations relating to, thereto or furnish any non-public information to any Person in connection with, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, accept any Acquisition Proposal or (iv) negotiateenter into any contract or understanding requiring it to abandon, execute terminate or enter intofail to consummate the Merger or any of the other transactions contemplated by this Agreement; provided that, at any time prior to receipt of the stockholder approval referred to in Section 6.1, the Company may, subject to compliance with this Section 5.2(b), furnish information to, and negotiate or otherwise engage in discussions with, any merger agreement, acquisition agreement or other similar definitive agreement for any Person (a "Proposing Party") who (x) delivers a bona fide written Acquisition Proposal which was not solicited, initiated, encouraged or facilitated by the Company, directly or indirectly, after the date of this Agreement or otherwise resulted from a breach of this Section 5.2, and (other y) enters into an appropriate confidentiality agreement with the Company (which agreement shall be no less favorable to the Company than an Acceptable the Confidentiality Agreement executed in accordance with Section 6.1(b)(iiiand a copy of which will be delivered to Parent promptly after the execution thereof)); provided that it is understood and agreed that any determination or action by , if, but only if, the Board of Directors of the Company expressly permitted under Section 6.1(bdetermines in good faith by a majority vote, (i) or Section 6.1(c) shall not be deemed after consultation with, and receipt of advice from, its outside legal counsel, that failing to be take such action would constitute a breach of the fiduciary duties of such Board of Directors under the IBCL, and (ii) after consultation with the Company's independent financial advisors, that such proposal could reasonably be expected to lead to a Superior Transaction. (c) The Company shall notify Parent orally and in writing of any such inquiries, offers or violation proposals (including, without limitation, the terms and conditions of any such offers or proposals, any amendments or revisions, and the identity of the Person making it), as promptly as practicable following the receipt, and shall keep Parent reasonably informed of the status and material terms of any such inquiry, offer or proposal. For purposes of this Section 6.1(a) andAgreement, in "Acquisition Proposal" shall mean, with respect to the case of Section 6.1(b) Company, any inquiry, proposal or offer from any Person (other than clause Parent or any of its Subsidiaries) relating to any (i) direct or indirect acquisition or purchase of a business of the Company or any of its Subsidiaries, that constitutes 15% or more of the consolidated net revenues, net income or assets of Company and its Subsidiaries, (ii) direct or indirect acquisition or purchase of 15% or more of any class of equity securities of the Company or any of its Subsidiaries whose business constitutes 15% or more of the consolidated net revenues, net income or assets of the Company and its Subsidiaries, (iii) tender offer or exchange offer that if consummated would result in any Person beneficially owning 15% or more of the capital stock of the Company, or (iv) thereofmerger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries whose business constitutes 15% or more of the consolidated net revenues, net income or assets of the Company and its Subsidiaries. Each of the transactions referred to in clauses (i) shall not be deemed - (iv) of the definition of Acquisition Proposal, other than any such transaction to give which Parent or any of its Subsidiaries is a right party, is referred to terminate this Agreement pursuant to Section 8.1(e)(ii)as an "Acquisition Transaction".

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) No Solicitation or Negotiation. From and after the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement until March 31, 2003, unless earlier terminated pursuant to Section 1.2 hereof (the "Exclusivity Period"), and except as set forth in accordance with this Section 8.11.1, the Company shall not, nor shall cause it authorize or permit any of its subsidiaries not to and shall direct or any of its and their or its subsidiaries' respective directors, officers, employees, agents, investment bankers, attorneys, accountants and or other advisors or representatives retained by them (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “"Representatives”") not to, to directly or indirectly: (i) solicit, initiate, solicit, propose, knowingly assist, or knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or induce the making of, of any Acquisition ProposalProposal (as defined in Section 1.1(e)), including without limitation to amend or grant any waiver or release under any standstill or similar agreement with respect to any equity securities of the Company; or (ii) engage inenter into, continue or otherwise participate in any discussions with or negotiations relating regarding, furnish to any person any information with respect to, assist or participate in any effort by any person with respect to, or furnish otherwise cooperate in any non-public information to any Person in connection way with, any Acquisition Proposal. Notwithstanding the foregoing, during the Exclusivity Period, the Company may, to the extent required by the fiduciary obligations of the board of directors of the Company (the "Company Board"), as determined in good faith by the Company Board after consultation with outside counsel, in response to a Superior Proposal (other than to state as defined in Section 1.1(e)) that the terms did not result from a breach by Company of this provision prohibit such discussions or negotiationsSection 1.1, and subject to compliance with Section 1.1(c), (iiix) approvefurnish information with respect to the Company to the person making such Superior Proposal and its Representatives pursuant to a customary confidentiality agreement not less restrictive of the other party than the Confidentiality Agreement (as defined in Section 1.1(e)), endorse provided that any such information not previously provided to Parent shall be concurrently provided to Parent as well, (y) participate in discussions or recommendnegotiations with such person and its Representatives regarding any Superior Proposal, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or and (ivz) negotiate, execute or enter into, any merger agreement, acquisition into a definitive agreement or other similar definitive agreement for any Acquisition documents with respect to such Superior Proposal (other than an Acceptable Confidentiality Agreement executed with such person after complying with all applicable obligations of the Company set forth in accordance with Section 6.1(b)(iii)); provided that Article II hereof. Without limiting the foregoing, it is understood and agreed that any determination or action violation of the restrictions set forth in this Section 1.1(a) by the Board of Directors any Representative of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) any of its subsidiaries, whether or not such person is purporting to act on behalf of the Company or otherwise, shall not be deemed to be a breach or violation of this Section 6.1(a1.1(a) and, in by the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)Company.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the (a) The Company shall not, and the Company shall cause instruct its subsidiaries not to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives not to, (i) initiate, directly or indirectly solicit, propose, knowingly assist, initiate or knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiryinquiries, proposals or offers that constitute or would reasonably be expected to lead to a Company Takeover Proposal or (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub) regarding, furnish to any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub) any material non-public information regarding the making ofCompany or afford access to the business, properties, assets, books or records of the Company to, or take any other action to knowingly facilitate or knowingly encourage any effort by any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub), in each case, in connection with or in response to any inquiry, offer or proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Company Takeover Proposal (other than, solely in response to an inquiry that did not result from a material breach of this Section 6.02(a), to refer the inquiring person to this Section 6.02 and to limit its communication exclusively to such referral or to clarify the terms thereof in writing). The Company shall, and shall cause its directors and officers to, and shall use its reasonable best efforts to cause its Representatives to, immediately (i) cease all solicitations, discussions and negotiations regarding any inquiry, proposal or offer pending on the Agreement Date that constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal, (ii) engage inrequest the prompt return or destruction of all confidential information previously furnished to any Person (other than Parent, continue Merger Sub or otherwise participate any designees or Representatives of Parent or Merger Sub) within the last six months for the purposes of evaluating a possible Company Takeover Proposal and (iii) terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal. Notwithstanding anything to the contrary contained in the foregoing or any other provision of this Agreement, at any time during the Pre-Closing Period, in response to a Company Takeover Proposal made after the Agreement Date that did not result from a material breach of this Section 6.02(a), in the event that the Company Board determines, in good faith, after consultation with outside counsel and an independent financial advisor, that such Company Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Company Proposal (a “Qualifying Company Takeover Proposal”), the Company may (A) enter into an Acceptable Confidentiality Agreement with any Person or group of Persons making such Qualifying Company Takeover Proposal, (B) furnish information with respect to the Company to the Person or group of Persons making such Qualifying Company Takeover Proposal and its or their Representatives pursuant to an Acceptable Confidentiality Agreement so long as the Company concurrently or promptly thereafter (in any discussions event within one (1) Business Day) provides Parent, in accordance with or negotiations relating tothe terms of the Confidentiality Agreement, or furnish any material non-public information with respect to any the Company furnished to such other Person or group of Persons that was not previously furnished to Parent and (C) participate in connection with, any Acquisition discussions or negotiations with such Person or group of Persons and its or their Representatives regarding such Qualifying Company Takeover Proposal (other than to state including soliciting the making of a revised Qualifying Company Takeover Proposal); provided that the terms of this provision prohibit such discussions or negotiationsCompany may only take the actions described in clauses (A), (iiiB) approveor (C) above if the Company Board determines, endorse in good faith, after consultation with outside counsel, that the failure to take any such action would reasonably be likely to be inconsistent with its fiduciary duties under applicable Law. Wherever the term “group” is used in this Section 6.02(a), it is used as defined in Rule 13d-5 under the Exchange Act. (b) Neither the Company Board nor any committee thereof shall (i) (A) withdraw, qualify or modify in a manner adverse to Parent or Merger Sub, or publicly withdraw, qualify or modify in a manner adverse to Parent or Merger Sub, the Company Board Recommendation or resolve or agree to take any such action, (B) publicly adopt, endorse, approve or recommend, or propose publicly to approveadopt, endorse endorse, approve or recommend, any Acquisition Company Takeover Proposal, (C) if any Company Takeover Proposal is structured as a tender offer or exchange offer (other than by Parent or an Affiliate of Parent), fail to recommend, within five (5) business days (as defined in Rule 14d-1(f) promulgated under the Exchange Act) after such commencement, against acceptance by the Company Stockholders of such tender offer or exchange offer or (ivD) negotiatefail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company Stockholders (any action described in this clause (i) being referred to in this Agreement as an “Adverse Recommendation Change”) or (ii) enter into any letter of intent, execute or enter intomemorandum of understanding, any acquisition agreement, merger agreement, acquisition agreement or other similar definitive agreement for relating to or that would reasonably be expected to lead to, any Acquisition Company Takeover Proposal (other than an Acceptable Confidentiality Agreement executed entered into in accordance with Section 6.1(b)(iii6.02(a)); provided that it is understood and agreed that , or resolve, agree or publicly propose to take any determination such action. (c) Notwithstanding anything to contrary in the foregoing or action by the Board any other provision of Directors of this Agreement, the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall Board may, in response to a Company Takeover Proposal that did not be deemed to be result from a material breach or violation of this Section 6.1(a6.02 effect an Adverse Recommendation Change if (1) andthe Company Board determines in good faith, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent after consultation with outside counsel, such Company Takeover Proposal constitutes a right to terminate this Agreement pursuant to Section 8.1(e)(ii).Superior Company Proposal,

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the (a) The Company shall not, nor shall cause it permit any of its subsidiaries not to and Subsidiaries to, nor shall direct it authorize or permit any officer, director or employee of or any investment banker, attorney, accountant, agent or other advisor or representative of the Company or any of its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not Subsidiaries to, (i) solicit, initiate, solicit, propose, knowingly assist, knowingly or encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making submission of, any Acquisition Company Takeover Proposal, (ii) engage inexcept to the extent permitted by paragraph (b), continue enter into any agreement with respect to any Company Takeover Proposal or otherwise (iii) participate in any discussions with or negotiations relating regarding, or furnish to any person any information with respect to, or furnish take any non-public information other action to facilitate any Person in connection withinquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (other than Company Takeover Proposal; provided, however, that prior to state that the terms Company Shareholder Meeting, to the extent required by the fiduciary obligations of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the Company, as determined in good faith by a majority of the disinterested members thereof based on the advice of outside counsel, the Company expressly permitted under Section 6.1(b) may, in response to unsolicited requests therefor, participate in discussions or Section 6.1(c) negotiations with, or furnish information pursuant to an appropriate confidentiality agreement to, any person. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of or any investment banker, attorney, accountant, agent or other advisor or representative of the Company or any of its Subsidiaries, whether or not such person is purporting to act on behalf of the Company or otherwise, shall not be deemed to be a breach or violation of this, paragraph by the Company. For all purposes of this Section 6.1(a) andAgreement, in the case of Section 6.1(b) ("Company Takeover Proposal" means any proposal, other than clause a proposal by RECO or OPCO, for a merger, consolidation, share exchange, business combination or other similar transaction involving the Company or any of its Significant Subsidiaries or any proposal or offer (iv) thereof) including, without limitation, any proposal or offer to shareholders of the Company), other than a proposal or offer by RECO or OPCO, to acquire in any manner, directly or indirectly, more than a 10% equity interest in any voting securities of, or a substantial portion of the assets of, the Company or any of its Significant Subsidiaries. The Company immediately shall not cease and cause to be deemed terminated all existing discussions or negotiations with any persons conducted heretofore with respect to, or that could reasonably be expected to give Parent lead to, any Company Takeover Proposal. As used herein, a right to terminate this Agreement pursuant to Section 8.1(e)(ii)"Significant Subsidiary" means any Subsidiary that would constitute a "significant subsidiary" within the meaning of Rule 1.02 of Regulation S-X of the SEC.

No Solicitation. Except as expressly permitted by this Section 6.1(a) EFTC, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company TBF II and K*TEC each shall not, shall cause its subsidiaries not to and shall direct its and their respective directorsdirectly or indirectly, officersthrough any officer, employeesdirector, agentsemployee, investment bankersfinancial advisor, attorneys, accountants and other advisors representative or representatives (collectively, “Representatives”) not to, agent of such party (i) solicit, initiate, solicitor encourage any inquiries or proposals that constitute, proposeor could reasonably be expected to lead to, knowingly assista proposal or offer for a merger, knowingly encourage consolidation, business combination, sale of substantial assets, sale of shares of capital stock (including without limitation by way of furnishing informationa tender offer) or knowingly take similar transaction involving such party or any action of its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to facilitate any inquiry, proposals or offers regarding, or the making of, any in this Agreement as an "Acquisition Proposal"), (ii) engage in, continue in negotiations or otherwise participate in any discussions with any person (or negotiations relating togroup of persons) other than EFTC, TBF II or K*TEC or their respective affiliates (a "Third Party") concerning, or furnish provide any non-public information to any Person in connection withperson or entity relating to, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions Proposal, or negotiations), (iii) approveagree to or recommend any Acquisition Proposal; provided, endorse however, that nothing contained in this Agreement shall prevent EFTC or recommendits Board of Directors from complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. (b) EFTC, TBF II and K*TEC shall each notify the other party immediately after receipt by EFTC, TBF II or propose publicly to approve, endorse K*TEC (or recommend, any of their advisors) of any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement request for any nonpublic information in connection with an Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided or for access to the properties, books or records of such party by any person or entity that informs such party that it is understood considering making, or has made, an Acquisition Proposal. Such notice shall be made orally and agreed that any determination or action by in writing and shall indicate in reasonable detail the Board of Directors identity of the Company expressly permitted under Section 6.1(b) offeror and the terms and conditions of such proposal, inquiry or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)contact.

No Solicitation. Except as expressly permitted by this Section 6.1Each Stockholder hereby agrees severally and not jointly that during the Voting Period, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company it shall not, and shall use its reasonable best efforts to cause its subsidiaries not to Affiliates and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives not to, (i) solicit, initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) facilitate or knowingly take any action designed to encourage or facilitate any inquiry, proposals or offers inquiries regarding, or the making ofof any proposal or offer that constitutes, any Acquisition or may reasonably be expected to constitute, a Takeover Proposal, (ii) engage in, continue enter into or otherwise participate in any discussions with or negotiations relating towith, or furnish any non-public information relating to the Company or any of its Subsidiaries to, or afford access to the property, books or records of the Company or its Subsidiaries to, any Person in connection withthat, any Acquisition Proposal (other than to state that the terms knowledge of this provision prohibit such discussions Stockholder, is seeking to make, or negotiations)has made, a Takeover Proposal, (iii) approve, endorse execute or recommend, or propose publicly enter into any Contract with respect to approve, endorse or recommend, any Acquisition a Takeover Proposal or (iv) negotiatepublicly propose to do any of the foregoing; provided, execute or enter intothat notwithstanding the foregoing, (A) each Stockholder may, and may authorize and permit any merger agreementof its Affiliates and Representatives to, acquisition agreement or other similar definitive agreement take any actions specified in clauses (i), (ii) and/or (iii) of this Section 4.3 to the extent the Company is permitted to take such actions under Section 5.4 of the Merger Agreement with respect to a Takeover Proposal (including the right for any Acquisition Stockholder and its Affiliates and Representatives to participate in discussions or negotiations regarding such Takeover Proposal with the person making such Takeover Proposal), (other than B) for the purposes of this Section 4.3, the Company shall be deemed not to be an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood Affiliate or Subsidiary of any Stockholder, and agreed that any determination officer, director, employee, agent or action by the Board of Directors advisor of the Company expressly permitted under Section 6.1(b) or Section 6.1(c(in each case, in their capacities as such) shall not be deemed not to be a breach or violation Representative of any Stockholder and (C) the provisions of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) 4.3 shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)restrict any “portfolio company” (as such term is customarily used among private equity investors) of any Stockholder or of any of their respective Affiliates, so long as such “portfolio company” is not acting at the direction of any Stockholder.

No Solicitation. Except as expressly permitted by this Section 6.1, from From and after the date hereof until the Effective Time orExpiration Time, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company Stockholder shall not, nor shall cause it permit any of its subsidiaries not to and Subsidiaries or Affiliates to, nor shall direct it authorize any officer, director or representative of, Stockholder or any of its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors Subsidiaries or representatives (collectively, “Representatives”) not Affiliates to, (ia) initiate, solicit, propose, knowingly assist, initiate or knowingly encourage (including by way of furnishing informationnon-public information or other assistance), or take other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be likely to lead to, any Takeover Proposal, (b) participate in any discussions or knowingly negotiations regarding, or that may reasonably be likely to lead to, any Takeover Proposal, (c) enter into any agreement with respect to a Takeover Proposal (other than the Merger Agreement), (d) solicit proxies, become a “participant” in a “solicitation” or take any action to facilitate any inquiry, proposals or offers regarding, or a “solicitation” (as such terms are defined in Regulation 14A under the making of, any Acquisition Proposal, (iiExchange Act) engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information respect to any Person in connection with, any Acquisition Takeover Proposal (other than to state that the terms of this provision prohibit such discussions or negotiationsMerger Agreement), (iiie) approve, endorse initiate a stockholders’ vote or recommend, or propose publicly action by consent of the Company’s stockholders with respect to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Takeover Proposal (other than an Acceptable Confidentiality the Merger Agreement), or (f) except by reason of this Agreement executed become a member of a “group” (as such term is used in accordance Rule 13d-5(b)(1) of the Exchange Act) with Section 6.1(b)(iii)); provided that it is understood and agreed that respect to any determination or action by the Board of Directors voting securities of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation that takes any action in support of this Section 6.1(a) andany Takeover Proposal. Notwithstanding the foregoing, in the case event any payment is made that constitutes liquidated damages under to Section 5.06(d) of the Merger Agreement, such payment shall also constitute liquidated damages under this Agreement and the limitations on liability in Section 6.1(b) (other than clause (iv) thereof5.6(d) shall not apply hereto and this provision shall be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)void ab initio.

No Solicitation. Except (a) The Company acknowledges that the Company's Board of Directors has extensively solicited proposals for the sale of the Company from financial and strategic buyers and obtained valuations of the Company and relevant comparables from investment banks. Accordingly, and as expressly permitted by a material inducement to Parent to execute this Section 6.1Agreement, from until the date hereof until earlier of the Effective Time or, if earlier, and the valid date of termination of this Agreement in accordance with pursuant to the provisions of Section 8.18.1 hereof, the Company shall notwill not take, shall cause and will not permit either Company Subsidiary to take, nor will the Company permit any of the Company's Representatives to (directly or indirectly) take any of the following actions with any Person other than Parent and its subsidiaries not to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives designees: (collectively, “Representatives”a) not to, (i) initiate, solicit, propose, knowingly assist, initiate or knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regardingfrom, or the making ofparticipate in or conduct discussions with or engage in negotiations with, any Acquisition ProposalPerson relating to any Competing Proposed Transaction with respect to any possible Business Combination with the Company, either of the Company Subsidiaries or any of their respective Subsidiaries or Affiliates (whether 39 such Subsidiaries are in existence on the date hereof or are hereafter organized), (iib) engage in, continue or otherwise participate in any discussions with or negotiations relating towith, or furnish provide any non-public information with respect to or access to any Person in connection of the books or records of the Company or either Company Subsidiary to any Person, other than Parent, relating to (or which the Company or either Company Subsidiary believes would be used for the purpose of formulating an offer or proposal with respect to), or otherwise knowingly assist, cooperate with, facilitate or encourage any Acquisition Proposal effort or attempt by any such Person with regard to, any possible Business Combination with the Company, either Company Subsidiary or any of their respective Subsidiaries or Affiliates (other than to state that whether such Subsidiaries are in existence on the terms of this provision prohibit such discussions date hereof or negotiationsare hereafter organized), (iiic) approveagree to, endorse or recommendenter into a Contract with any Person, other than Parent, providing for, or propose publicly to approveapprove a Business Combination with the Company, endorse either Company Subsidiary or recommendany of their respective Subsidiaries or Affiliates (whether such Subsidiaries are in existence on the date hereof or are hereafter organized), (d) make or authorize any Acquisition Proposal statement, recommendation, solicitation or endorsement in support of any possible Business Combination with the Company, either Company Subsidiary or any of their respective Subsidiaries or Affiliates (whether such Subsidiaries are in existence on the date hereof or are hereafter organized) other than by Parent, or (ive) negotiateauthorize or permit any of the Company's Representatives to take any such action; provided, execute or enter intohowever, that nothing herein shall prohibit the Company's Board of Directors from, to the extent applicable, complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to a Competing Proposed Transaction. Notwithstanding the immediately preceding sentence, at any merger agreementtime prior to the time at which this Agreement shall have been adopted by the Company's shareholders, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by if the Board of Directors of the Company expressly permitted shall have not violated the provisions of this Section 5.5(a) and shall have received an unsolicited written Competing Proposed Transaction then, to the extent that the Board of Directors of the Company (i) believes in good faith after advice from its financial advisor and after considering all terms and conditions of such written Competing Proposed Transaction, including the likelihood and timing of its consummation, that such Competing Proposed Transaction would result in a transaction more favorable to Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Competing Proposed Transaction being referred to in this Agreement as a "Superior Proposal") and (ii) determines in good faith after receiving advice from outside legal counsel that it is necessary for the Board of Directors of the Company to take any of the following actions to comply with its fiduciary duties to shareholders under applicable law, Company and the Representatives may, subject to compliance with Section 6.1(b) 5.5(c), furnish in connection therewith information to, and enter into, maintain or Section 6.1(c) continue discussions or negotiations with, any person that makes such unsolicited Superior Proposal after the date hereof, and such actions shall not be deemed to be considered a breach or violation of this Section 6.1(a5.5 or any other provisions of this Agreement, provided that in each such event the Company notifies Parent of such determination by the Company's Board of Directors and provides Parent with a true and complete copy of the Superior Proposal received from such third party, and provides (or has provided) andParent with all documents containing or referring to non-public information of Company that are supplied to such third party; provided, however, that the Company provides such non-public information pursuant to a non-disclosure agreement at least as restrictive on such third party as the Confidentiality Agreement is on Parent. The Company shall, and shall cause each Company Subsidiary to, immediately cease and cause to be terminated any such contacts or negotiations with any Person relating to any such transaction or Business Combination referred to in the second sentence of this Section 5.5(a). (b) Neither the Company's Board of Directors nor any committee thereof shall (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent or Merger Sub, the case approval of this Agreement or the transactions contemplated hereby or the recommendation that the shareholders of the Company vote in favor of the adoption of this Agreement at the Shareholders Meeting or (ii) recommend, adopt or approve, or proposed publicly to recommend, adopt or approve, any Competing Proposed Transaction (such actions are hereinafter referred to as an "Adverse Recommendation Change"); provided, however, that nothing herein shall prohibit the Company's Board of Directors from, to the extent applicable, complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to a Competing Proposed Transaction. Notwithstanding the immediately preceding sentence, at any time prior to the time at which this Agreement shall have been adopted by Company's shareholders, if the Board of Directors of the Company shall have not violated the provisions of Section 6.1(b5.5(a) and shall have received an unsolicited written Competing Proposed Transaction then, to the extent that the Board of Directors of the Company (other i) believes in good faith after receiving advice from its financial advisor and after considering all terms and conditions of such written Competing Proposed Transaction, including the likelihood and timing of its consummation, that such Competing Proposed Transaction would result in a transaction more favorable to the Company's shareholders from a financial point of view than clause the transaction contemplated by this Agreement and (ivii) thereof) determines in good faith after advice from outside legal counsel that it is necessary for the Board of Directors of the Company to take any of the following actions to comply with its fiduciary duties to shareholders under applicable Law, the Company's Board of Directors may make an Adverse Recommendation Change, and such actions shall not be deemed considered a breach of this Section 5.5, provided that in each such event Company notifies Parent of such determination by the Company Board of Directors and provides Parent with a true and complete copy of the Superior Proposal received from such third party, and provides (or has provided) Parent with all documents containing or referring to give non-public information of Company that are supplied to such third party; provided, however, that Company provides such non-public information pursuant to a non-disclosure agreement at least as restrictive on such third party as the Confidentiality Agreement is on Parent; and provided, further, that the Company's Board of Directors may not make an Adverse Recommendation Change in response to an unsolicited Superior Proposal until after the third Business Day following Parent's receipt of written notice (a "Notice of Adverse Recommendation") from the Company advising Parent that the Company's Board of Directors intends to make such an Adverse Recommendation Change and specifying the terms and conditions of such Superior Proposal (it being understood and agreed by the parties that any amendment to the financial terms or any other material term of such Superior Proposal shall require a right new Notice of Adverse Recommendation and a new three Business Day period). In determining whether to terminate make an Adverse Recommendation Change in response to a Superior Proposal, the Company's Board of Directors shall take into account any changes to the terms of this Agreement pursuant proposed by Parent in response to a Notice of Adverse Recommendation or otherwise. (c) In addition to the obligations of the Company set forth in subsections (a) and (b) of this Section 8.1(e)(ii)5.5, if the Company receives prior to the Effective Time or the termination of this Agreement any offer or proposal (formal or informal, oral, written or otherwise) relating to, or any inquiry or contact from any Person with respect to, a Competing Proposed Transaction, the Company shall immediately notify Parent thereof and provide Parent with the details thereof, including the identity of the Person or Persons making such offer or proposal, and will keep Parent fully informed on a current basis of the status and details of any such offer or proposal and of any modifications to the terms thereof. The Company acknowledges that this Section 5.5 was a significant inducement for Parent to enter into this Agreement and the absence of such provisions would have resulted in either (i) a material reduction in the Merger Consideration or (ii) a failure to induce Parent to enter into this Agreement.

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) From and after the date hereof of this Agreement until the Effective Time or, if earlier, the valid or termination of this Agreement in accordance with Section 8.1pursuant to Article VIII hereof, the Company Seller and the Seller Bank shall not, shall cause its subsidiaries not to and shall direct its and not authorize or permit any of their respective directors, officers, employees, representatives, agents, affiliates and advisors (including, without limitation, investment bankers, attorneys, accountants attorneys and accountants) or other advisors or representatives (collectively, “Representatives”) not persons controlled by the Seller to, (i) directly or indirectly solicit, initiate, solicit, propose, knowingly assist, knowingly encourage or facilitate (including by way of furnishing informationnonpublic information or assistance) or knowingly take any action to facilitate any inquiry, proposals or offers regardinginquiries relating to, or the making ofof any proposal or other action (including without limitation any proposal or offer to its stockholders) which relates to, any Acquisition Proposalor may reasonably be expected to lead to, a Competing Transaction (ii) engage in, continue as defined below); or otherwise participate in any discussions with or negotiations relating regarding, or furnish to any other person any information with respect to, or furnish otherwise cooperate in any non-public information to any Person in connection way with, or assist or participate in, or facilitate, any Acquisition Proposal (effort or attempt by any other than person to state that the terms of this provision prohibit make or seek to make such discussions a proposal or negotiations)other action; or otherwise facilitate any effort or attempt to make or implement a Competing Transaction; or, (iii) subject to Section 6.03, approve, endorse or recommend, or propose publicly to approve, endorse or recommend, recommend any Acquisition Proposal or (iv) negotiate, execute Competing Transaction; or enter intointo any letter of intent (whether or not binding), any merger agreement, acquisition agreement or other similar definitive contract or commitment contemplating or otherwise relating to a Competing Transaction; provided, however, that nothing in this Section 5.02 shall prohibit the Seller from furnishing nonpublic information regarding the Seller the Seller Bank to, entering into a confidentiality agreement for with or entering into discussions with, any Acquisition person or group in response to a Superior Proposal (other than an Acceptable Confidentiality Agreement executed as defined below) submitted by such person or group (if not withdrawn) if (a) neither the Seller nor any representative of the Seller the Seller Bank shall have violated any of the restrictions set forth in accordance with this Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by 5.02, (b) the Board of Directors of the Company expressly permitted Seller concludes, in good faith, after consultation with its outside legal counsel, that such action is required in order for the Board of Directors of the Seller to discharge its fiduciary duties to the Seller's stockholders under applicable law, (c) (i) at least three (3) business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such person or group, Seller gives Buyer written notice of the identity of such person or group and of Seller's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such person or group and (ii) Seller receives from such person or group an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person or group by or on behalf of Seller, which agreement is at least as favorable in all material respects to Seller as the letter agreement entered into as of March 27, 2001 by and between the Buyer and the Seller (the "Confidentiality Agreement"), and (d) contemporaneously with furnishing any such nonpublic information to such person or group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). Nothing contained in this Section 6.1(b) or Section 6.1(c) 5.02 shall not be deemed to prohibit the Seller from, to the extent applicable, taking or disclosing to its stockholders any position necessary in order to comply with the filing and disclosure requirements of Section 14(d)(9) and 14e-2 of the Exchange Act and the related rules and regulations of the SEC, including Item 1012(a) of Regulation M-A. (b) The Seller shall immediately cease and cause to be terminated any and all existing activities, discussions or negotiations previously conducted with any parties other than the Buyer, which relate to, or could reasonably be expected to lead to, a breach Competing Transaction, including without limitation all discussions with parties who submitted, or violation contemplated submitting, proposals for business combinations with Seller. The Seller will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in the first sentence of Section 5.02(a) of the obligations undertaken in this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)5.

No Solicitation. Except as expressly permitted by this Section 6.1Each Company Stockholder agrees that neither it nor any of its Affiliates, from the date hereof until the Effective Time ordirectors, if earlierofficers or employees shall, the valid termination of this Agreement in accordance with Section 8.1, the Company and that it shall not, shall cause its subsidiaries not use commercially reasonable best efforts to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives not to, directly or indirectly, (ia) initiate, solicit, proposesolicit or knowingly encourage, knowingly assist, knowingly encourage (including by way of furnishing information) induce or knowingly take facilitate any action inquiries, proposals, or offers which constitute, or could reasonably be expected to facilitate lead to, a Competing Proposal, (b) conduct, participate or engage in any discussions or negotiations with any Person with respect to any inquiry, proposals or offers regardingproposal, or the making ofoffer which constitutes, any Acquisition or could reasonably be expected to lead to, a Competing Proposal, (iic) engage in, continue furnish or otherwise participate in any discussions with or negotiations relating to, or furnish provide any non-public information regarding the Company or its Subsidiaries, or access to the properties, assets or employees of the Company or its Subsidiaries, to any Person in connection with, any Acquisition Proposal (other than Parent and its Affiliates and Representatives) in connection with or in response to state that the terms of this provision prohibit such discussions any inquiries, proposals, or negotiations)offers which constitute, or could reasonably be expected to lead to, a Competing Proposal, (iiid) approve, endorse enter into any letter of intent or recommendagreement in principle, or propose publicly to approve, endorse or recommend, any Acquisition other agreement providing for a Competing Proposal or (ive) negotiateresolve, execute agree or enter intopublicly propose to, or, through the voting of its Company Common Stock in the Company, permit the Company or any merger agreementof its Subsidiaries to agree or publicly propose to take any of the actions referred to in clauses (a) – (d). Notwithstanding anything in this Agreement to the contrary, acquisition agreement or other similar definitive agreement for each Company Stockholder (and its respective Affiliates, directors, officers, employees and Representatives) may engage in any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action of the activities restricted by the Board preceding provisions of Directors of this paragraph with any person if the Company expressly is permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, engage in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement such activities with such person pursuant to Section 8.1(e)(ii)7.05 of the Transaction Agreement, in each case subject to the restrictions and limitations set forth in such Section 7.05 of the Transaction Agreement.

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) From and after the date hereof of this Agreement until the earlier to occur of the Effective Time or, if earlier, the valid or termination of this Agreement in accordance with Section 8.1pursuant to Article VII, the Company shall and its subsidiaries will not, shall cause its subsidiaries not to and shall direct its and nor will they authorize or permit any of their respective officers, directors, officers, employees, agents, controlled affiliates or employees or any of their respective investment bankers, attorneys, accountants and attorneys or other advisors or representatives (collectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, solicitor take an action intended to encourage or induce the making, proposesubmission or announcement of any Acquisition Proposal (as defined below); (ii) engage or participate in any discussions or negotiations with any person (other than any officer, knowingly assistdirector, knowingly encourage (including by way controlled affiliate or employee of furnishing informationCompany or any of its subsidiaries or any investment banker, attorney or other advisor or representative of Company or any of its subsidiaries) regarding, or knowingly furnish to any person any information with respect to, or take any other action intended to facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information to any Person in connection with, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations), ; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, recommend any Acquisition Proposal Proposal; or (iv) negotiateenter into any letter of intent or similar document or any contract, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for commitment contemplating or otherwise relating to any Acquisition Proposal Transaction (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)as defined below); provided provided, however, that it is understood prior to the approval of this Agreement and agreed that any determination or action the Merger by the Required Company Shareholder Vote, nothing contained in this Agreement (including, without limitation, this Section 5.7) shall prohibit the Board of Directors of Company from: (i) complying with Rule 14d-9 or 14e-2(a) promulgated under the Company expressly permitted under Section 6.1(b) Exchange Act or Section 6.1(c) shall not be deemed 329 or any other applicable section of the Israeli Companies Law with regard to be a breach tender or exchange offer (unless such tender or exchange offer was made in violation of this Section 6.1(a5.7); or (ii) and, in the case response to an unsolicited Acquisition Proposal that is not withdrawn and that Company's Board of Section 6.1(bDirectors reasonably concludes constitutes a Superior Proposal (as defined below) (other than clause (iv) thereof) shall not be deemed or that is reasonably likely to give Parent constitute, taking into account all of the relevant facts and circumstances, a right to terminate this Agreement pursuant to Section 8.1(e)(iiSuperior Proposal).,

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the (a) The Company shall not, and it shall cause its subsidiaries not to the Subsidiaries and shall direct its and their respective the officers, directors, officers, employees, agents, investment bankers, attorneys, accountants agents and other advisors representatives of the Company or representatives any of the Subsidiaries (collectively, “the "Company Representatives”") not to, (i) solicit or initiate, solicitor encourage, proposedirectly or indirectly, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, inquiries regarding or the making submission of, any Acquisition Proposal, Takeover Proposal (as defined below) or (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating regarding, or furnish to any Person any information or data with respect to, or take any other action to facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal. Upon execution of this Agreement, the Company shall, and it shall cause the Company Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing, prior to the date of the Company Shareholders' Meeting, the Company may furnish information concerning its business, properties or assets to any Person or group pursuant to a customary confidentiality agreement (provided that such confidentiality agreement(s) may not include any provision granting any such Person or group an exclusive right to negotiate with the Company), and may negotiate and participate in discussions and negotiations with such Person or group concerning a Takeover Proposal if: (x) such Person or group has submitted a bona fide written proposal to the Board of Directors relating to any such transaction which the Board of Directors determines in good faith is reasonably likely to represent a Superior Proposal; and (y) the Board of Directors determines in good faith, based upon advice of outside counsel, that such action is required to discharge the Board's fiduciary duties to the Company's shareholders under the Washington Act. The Company shall not release any third party from, or waive any provision of, any such confidentiality agreement or any other confidentiality or standstill agreement to which the Company is a party. The Company will promptly notify Merger Sub of the existence of any Takeover Proposal received by the Company, and the Company will immediately communicate to Merger Sub the terms of any Takeover Proposal which it may receive (and will promptly provide to Merger Sub copies of any written materials received by the Company in connection with such proposal, discussion, negotiation or inquiry, including any amendments or proposed amendments to such proposal) and the identity of the Person making such Takeover Proposal or engaging in such discussion or negotiation. The Company will promptly provide to Merger Sub any non-public information concerning the Company provided to any other Person which was not previously provided to Merger Sub. As used in connection withthis Agreement, any Acquisition Proposal (other than to state that the following terms of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by have the Board of Directors of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii).meanings set forth below:

No Solicitation. Except The Company agrees that, except as expressly permitted by this Section 6.16.03, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, neither the Company nor any of its Subsidiaries shall, nor shall not, shall cause the Company or any of its subsidiaries not to and shall direct Subsidiaries authorize or permit any of its and or their respective officers, directors, officers, employees, agents, investment bankers, attorneys, accountants and accountants, consultants or other agents or advisors or representatives (collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicitsolicit or knowingly facilitate or encourage, propose, knowingly assist, knowingly encourage (including by way of furnishing non-public information) or knowingly take , any action to facilitate any inquiry, proposals or offers regarding, inquiries or the making of, of any proposal or offer (including any proposal or offer to holders of Company Stock) that constitutes or that could reasonably be expected to lead to an Acquisition Proposal, ; (ii) enter into, engage in, continue or otherwise participate in any discussions with or negotiations relating toregarding, or furnish provide any non-public information or data to any Person in connection withrelating to, any Acquisition Proposal (other than Proposal, except solely to state that notify such Person of the terms existence of this provision prohibit such discussions or negotiations), Section 6.03; (iii) agree to, approve, endorse endorse, recommend or recommend, or propose publicly to approve, endorse or recommend, consummate any Acquisition Proposal or (iv) negotiateenter into any letter of intent, execute or enter into, any merger agreement, acquisition agreement contract or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed entered into in accordance compliance with this Section 6.1(b)(iii)6.03) or commitment contemplating or otherwise relating to any Acquisition Proposal; (iv) grant any waiver, amendment or release under any standstill or similar agreement or Takeover Statutes (and the Company shall promptly take all action necessary to terminate or cause to be terminated any such waiver previously granted with respect to any provision of any such standstill or similar agreement or Takeover Statute to the extent permitted thereby to do so); provided that it is understood or (v) otherwise knowingly facilitate any effort or attempt by any Person to make an Acquisition Proposal. The Company shall, and agreed that shall cause its Subsidiaries and its and its Subsidiaries’ officers, directors and other Representatives to, cease immediately any determination discussions or action by the Board of Directors of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) andnegotiations, in the case of Section 6.1(b) if any, with any Person (other than clause (ivParent and Merger Subsidiary and their respective Affiliates and Representatives) thereof) shall not be deemed conducted prior to give Parent a right to terminate the execution of this Agreement pursuant with respect to Section 8.1(e)(ii)any Acquisition Proposal and the Company shall promptly request each Person (other than Parent) that has theretofore executed a confidentiality agreement in connection with such Person’s consideration of an Acquisition Proposal to return (or if permitted by the applicable agreement, destroy) all information required to be returned (or, if applicable, destroyed) by such Person under the terms of the applicable agreement.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company The COMPANY shall not, shall cause its subsidiaries not to and shall direct its and their respective directorsdirectly or indirectly, officersthrough any officer, employeesdirector, agentsemployee, investment bankersfinancial advisor, attorneys, accountants and other advisors representative or representatives (collectively, “Representatives”) not to, agent of such party (i) solicit, initiate, solicitor encourage any inquiries or proposals that constitute, proposeor could reasonably be expected to lead to, knowingly assista proposal or offer for a merger, knowingly encourage consolidation, business combination, sale or transfer of substantial assets, sale of any shares of capital stock (including without limitation by way of furnishing informationa tender offer) or knowingly take similar transaction involving it or any action of its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to facilitate any inquiry, proposals or offers regarding, or the making of, any in this Agreement as an "Acquisition Proposal"), (ii) engage in, continue in negotiations or otherwise participate in any discussions with or negotiations relating toconcerning, or furnish provide any non-public information to any Person person or entity relating to, any Acquisition Proposal, or (iii) agree to or recommend any Acquisition Proposal; PROVIDED, HOWEVER, that nothing contained in connection this Agreement shall prevent the COMPANY or its Board of Directors, from (A) furnishing non-public information, or entering into discussions or negotiations with, any person or entity in connection with an unsolicited bona fide written Acquisition Proposal (other than to state that the terms of this provision prohibit by such discussions person or negotiations), (iii) approve, endorse entity or recommend, or propose publicly to approve, endorse or recommend, any recommending an unsolicited bona fide written Acquisition Proposal or to its stockholders, if and only to the extent that (iv1) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the Company expressly permitted under Section 6.1(bCOMPANY believes in good faith (after consultation with its financial advisor) or Section 6.1(c) shall not be deemed that such Acquisition Proposal is reasonably capable of being completed on the terms proposed and, after taking into account the strategic benefits anticipated to be derived from the Merger and the long-term prospects of the COMPANY and BUYER as a breach combined company, would, if consummated, result in a transaction more favorable over the long term than the transaction contemplated by this Agreement and the COMPANY's Board of Directors determines in good faith after consultation with outside legal counsel that such action is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law and (2) prior to furnishing such non-public information to, or violation entering into discussions or negotiations with, such person or entity, such Board of this Section 6.1(a) and, Directors receives from such person or entity an executed confidentiality agreement with terms no more favorable to such party than those contained in the case of Section 6.1(bConfidentiality Agreements; or (B) (other than clause (iv) thereof) shall not be deemed complying with Rule 14e-2 promulgated under the Exchange Act with regard to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)an Acquisition Proposal.

No Solicitation. (a) Except as permitted by this Section 6.15, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shall, and each shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, 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 the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable party. (b) Notwithstanding anything to the contrary in this Agreement, prior to the receipt of the Company Stockholder Approval, the Company Board, on the one hand, and prior to the receipt of the Parent Stockholder Approval, the Parent Board, on the other hand, directly or indirectly through any Representative, may, subject to Section 6.15(c): (i) participate in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide, unsolicited written Takeover Proposal that the Company Board or Parent Board, as applicable, believes in good faith, after consultation with its financial advisors and outside legal counsel, constitutes a Superior Proposal; and (ii) thereafter furnish to such third party non-public information relating to such party or any of its respective Subsidiaries pursuant to an executed confidentiality agreement (a copy of which confidentiality agreement shall be promptly provided for informational purposes to the other party (and in all events within twenty-four (24) hours)); provided, in each such case that: (A) none of the Company or its Subsidiaries or the Parent or its Subsidiaries, as applicable, or any of their respective Representatives shall have violated any of the provisions of this Section 6.15, and (B) only if the Company Board or the Parent Board, as applicable, first shall have determined in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action would cause it to be in breach of its fiduciary duties under applicable Law. (c) The Company Board, on the one hand, and the Parent Board, on the other hand, shall not take any of the actions referred to in clauses (i) or (ii) of Section 6.15(b) unless such party shall have delivered to the other party a prior written notice advising the other party that it intends to take such action. The Company, on the one hand, and the Parent, on the other hand, shall notify the other party promptly (but in no event later than twenty-four (24) hours) after it obtains knowledge of the receipt by the such party (or any of its Representatives) of any Takeover Proposal, any inquiry that could reasonably be expected to lead to a Takeover Proposal, or any request for non-public information relating to such party or any of its Subsidiaries or for access to the business, properties, assets, books, or records of such party or any of its Subsidiaries by any third party relating to or that could reasonably be expected to lead to a Takeover Proposal. In such notice, such party shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request, including any proposed financing. Such party shall keep the other party fully informed, on a current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. Such party shall provide the other party with at least forty-eight (48) hours prior notice of any meeting of its board of directors, or any committee thereof (or such lesser notice as is provided to the members of such party’s board of directors or committee thereof) at which such party’s board of directors, or any committee thereof, is reasonably expected to consider any Takeover Proposal. Such party shall promptly provide the other party with a list of any non-public information concerning such party's or any of its Subsidiaries’ business, present or future performance, financial condition, or results of operations, provided to any third party relating to or that could reasonably be expected to lead to a Takeover Proposal, and, to the extent such information has not been previously provided to the other party, copies of such information. (d) Except as expressly permitted by this Section 6.16.15(d), from neither the date hereof until Company Board or any committee thereof shall effect a Company Adverse Recommendation Change, nor shall the Effective Time Parent Board or any committee thereof effect a Parent Adverse Recommendation Change; or, if earlierin either case, enter into (or permit any of its respective Subsidiaries to enter into) an Acquisition Agreement. Notwithstanding the foregoing, at any time prior to the receipt of: (i) the Company Stockholder Approval, the valid termination Company Board may effect a Company Adverse Recommendation Change with respect to a Superior Proposal or terminate this Agreement pursuant to Article VIII in order to enter into an Acquisition Agreement with respect to a Superior Proposal, in each case that did not result from a breach of this Section 6.15; and (ii) the Parent Stockholder Approval, the Parent Board may effect a Parent Adverse Recommendation Change with respect to a Superior Proposal or terminate this Agreement pursuant to Article VIII in order to enter into an Acquisition Agreement with respect to a Superior Proposal, in each case that did not result from a breach of this Section 6.15, if: (A) such party promptly notifies the other party, in writing, at least five Business Days (the “Superior Proposal Notice Period”) before taking any of the actions described in clause (i) or (ii) of this Section 6.15(d), of its intention to take such action with respect to such Superior Proposal, which notice shall state expressly that such party has received a Takeover Proposal that such party’s board of directors (or a committee thereof) intends to declare is a Superior Proposal and that it intends to take one of the actions described clause (i) or (ii) of this Section 6.15(d), (B) such party specifies the identity of the party making the Superior Proposal and the material terms and conditions thereof in such notice and includes an unredacted copy of the Takeover Proposal and attaches to such notice the most current version of any proposed agreement (which version shall be updated on a prompt basis) and any related documents including financing documents, to the extent provided by the relevant party in connection with the Superior Proposal, (C) such party shall, and shall cause its Representatives to, during the Superior Proposal Notice Period, negotiate with the other party in good faith to make such adjustments in the terms and conditions of this Agreement so that such Takeover Proposal ceases to constitute a Superior Proposal, if the other party, in accordance its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Superior Proposal Notice Period, there is any material revision to the terms of a Superior Proposal, including, any revision in price or financing, the Superior Proposal Notice Period shall be extended, if applicable, to ensure that at least three (3) Business Days remains in the Superior Proposal Notice Period subsequent to the time such party notifies the other party of any such material revision (it being understood that there may be multiple extensions)), and (D) such party’s board of directors (or a committee thereof) determines in good faith, after consulting with Section 8.1its financial advisors and outside legal counsel, that such Takeover Proposal continues to constitute a Superior Proposal (after taking into account any adjustments made by the other party during the Superior Proposal Notice Period in the terms and conditions of this Agreement) and that the failure to take such action would cause its board to be in breach of its fiduciary duties under Applicable Law. (e) Nothing contained herein shall prevent the Company Board or Parent Board, as applicable, or any committee thereof from disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to a Takeover Proposal, if the party determines, after consultation with its financial advisors and outside legal counsel, that failure to disclose such position would cause the Company Board or Parent Board, as applicable, to be in breach of its fiduciary duties under applicable Law; provided, however, that any public disclosure (other than any “stop, look and listen” statement made under Rule 14d-9(f) under the Exchange Act) by the Company or the Company Board, or the Parent or Parent Board, as applicable (or any committee thereof) relating to any determination, position, or other action by the Company, the Company shall not, shall cause its subsidiaries not to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not to, (i) initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regardingBoard, or the making ofParent or the Parent Board, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating toas applicable, or furnish any non-public information committee thereof with respect to any Person in connection with, any Acquisition Takeover Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach Company Adverse Recommendation Change or violation of this Section 6.1(a) andParent Adverse Recommendation Change, as applicable, unless the Company Board or Parent Board as applicable expressly and publicly reaffirms the Company Board Recommendation or Parent Board Recommendation, as applicable, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)such disclosure.

No Solicitation. (a) Except as expressly permitted by may be required pursuant to this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1Agreement, the Company shall not, nor shall cause it permit any of its subsidiaries not to and Subsidiaries to, nor shall direct it authorize or permit any officer, director or employee of or any investment banker, attorney, accountant, agent or other advisor or representative of the Company or any of its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not Subsidiaries to, (i) solicit, initiate, solicitor encourage the submission of, proposeany takeover proposal, knowingly assist(ii) except to the extent permitted by paragraph (b), knowingly encourage enter into any agreement with respect to any takeover proposal or (including by way of furnishing informationiii) participate in any discussions or knowingly negotiations regarding or furnish to any person any information with respect to the Company's business, properties or assets, or take any other action to facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposaltakeover proposal; provided, however, that if prior to the Company Stockholder Meeting (ii) engage in, continue or otherwise participate as defined in any discussions with or negotiations relating to, or furnish any non-public information to any Person in connection with, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiationsSection 5.1), the Company shall have received an unsolicited written takeover proposal from a reputable buyer which offer, in the written opinion of Salo▇▇▇ ▇▇▇▇▇ ▇▇▇n▇▇, ▇▇ the Company's financial advisors, appears to be a "superior proposal" (iiias defined below) approveand which, endorse or recommendin the written opinion of legal counsel to the Company reasonably acceptable to Crescent, or propose publicly the Company's Board of Directors is legally obligated to approveconsider by principles of fiduciary duty to stockholders under the NGCL, endorse or recommendthe foregoing restrictions shall not apply to such proposal. Without limiting the foregoing, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination violation of the restrictions set forth in the preceding sentence by any officer, director or action by the Board employee of Directors or any investment banker, attorney, accountant, agent or other advisor or representative of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) any of its Subsidiaries, whether or not such person is purporting to act on behalf of the Company or otherwise, shall not be deemed to be a breach or violation of this Section 6.1(aparagraph by the Company. For all purposes of this Agreement, "takeover proposal" means any proposal, other than a proposal by Crescent or an affiliate of Crescent for a merger, consolidation, share exchange, business combination or other similar transaction involving the Company or any of its Significant Subsidiaries or any proposal or offer (including, without limitation, any proposal or offer to stockholders of the Company), other than a proposal or offer by Crescent or an affiliate of Crescent (i) andto acquire in any manner, directly or indirectly, an equity interest in or any voting securities of, the Company or any of its Significant Subsidiaries or (ii) to acquire or lease in any manner, directly or indirectly, any property, business or other assets that, individually or in the case aggregate, would satisfy any of Section 6.1(b) (other than clause (iv) thereof) the tests for a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X of the SEC. The Company immediately shall not cease and cause to be deemed terminated all existing discussions or negotiations with any persons conducted heretofore with respect to, or that could reasonably be expected to give Parent lead to, any takeover proposal. As used herein, a right to terminate this Agreement pursuant to Section 8.1(e)(ii)"Significant Subsidiary" means any Subsidiary that would constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X of the SEC.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the (a) The Company shall not, nor shall cause it authorize or permit any of its subsidiaries not to and shall direct Subsidiaries or any Representative of, the Company or any of its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not Subsidiaries to, directly or indirectly (i) solicit, initiate, solicitcause, propose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regardingencourage, or facilitate the making ofmaking, submission or announcement of any Acquisition Takeover Proposal, (ii) engage inenter into any letter of intent or similar document or any agreement, contract or commitment (whether or not binding) contemplating, relating to or constituting a Takeover Proposal, other than a confidentiality agreement as permitted below in this paragraph (a), (iii) enter into, continue or otherwise participate in any discussions with or negotiations relating regarding, or furnish to any Person any information with respect to, or furnish take any non-public information other action to facilitate any Person in connection withinquiries or the making of any proposal that constitutes, or would reasonably be likely to lead to, any Acquisition Takeover Proposal (other than to state that inform any Person making inquiries of the terms of restrictions set forth in this provision prohibit such discussions or negotiationsSection 5.2), (iiiiv) approve, endorse or recommendrecommend any Takeover Proposal (except to the extent specifically permitted by Section 5.2(b)) or (v) take any action to render inapplicable or to exempt any Third Party from, any state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares of capital stock, including DGCL Section 203. The Company and its Subsidiaries will immediately cease, and will cause its Representatives to cease, any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Takeover Proposal. Notwithstanding the foregoing, prior to obtaining the Required Company Vote, (A) the Board of Directors may, in response to a Takeover Proposal that it determines is, or propose publicly could reasonably be likely to approvelead to, endorse a Superior Proposal that did not result from a breach of this Section 5.2(a) and subject to compliance with Sections 5.2(c) and (d), to the extent that the Board of Directors determines in good faith (after consultation with outside counsel) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, (x) furnish information with respect to the Company to the Person making such Takeover Proposal and such Person’s Representatives pursuant to a confidentiality agreement having terms at least as restrictive as the terms contained in the Confidentiality Agreement, and subject to simultaneously with furnishing any such information to the Person making such Takeover Proposal furnish such information to Buyer to the extent not previously provided to Buyer and (y) participate in discussions or recommendnegotiations with the Person making such Takeover Proposal and its Representatives regarding such Takeover Proposal, provided that in each case the Company shall have complied with the provisions of the following clause (B) with respect to such Takeover Proposal, and (B) the Company shall, promptly after receipt of any Takeover Proposal, any Acquisition Proposal request for nonpublic information or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for inquiry relating in any Acquisition way to any Takeover Proposal (other than an Acceptable Confidentiality Agreement executed and in accordance any event within 48 hours), (i) provide to Buyer and Sub any and all documentation (including such proposal documents), correspondence, information relating to and substance of discussions and any proposed agreements received by any of the Company, its Subsidiaries, the Principal Company Stockholders or any Representative thereof in connection with Section 6.1(b)(iii)); provided that any such Takeover Proposal, (ii) inform Buyer and Sub and the Company of the material terms and conditions of such Takeover Proposal and the substance of any discussions relating to such Takeover Proposal, and (iii) keep Buyer and Sub and the Company fully informed of the status, including any change to the details of such Takeover Proposal. Without limiting the foregoing, it is understood and agreed that any determination violation of the restrictions set forth in the preceding sentence by any Representative or action Affiliate of the Company, whether such Person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 5.2(a) by the Company. (b) Except as set forth in this Section 5.2, neither the Board of Directors of the Company expressly permitted under Section 6.1(bnor any committee thereof shall (i) withdraw or Section 6.1(c) shall not be deemed modify, or propose to be any Person other than its Representatives, to withdraw or modify, in a breach manner adverse to Buyer and Sub, the approval or violation recommendation by the Board of Directors or any such committee of this Section 6.1(aAgreement or the transactions contemplated hereby, including the Merger, (ii) andapprove or recommend, in the case of Section 6.1(b) (or propose to any Person other than clause its Representatives, to approve or recommend, any Takeover Proposal or (iviii) thereof) shall not be deemed enter into any letter of intent, agreement in principle, heads of agreement, acquisition agreement or similar agreement with respect to give Parent any Takeover Proposal; provided, however, that prior to the Required Company Vote, the Board of Directors may withdraw or modify its approval or recommendation of this Agreement or the transactions contemplated hereby, including the Merger, approve or recommend a right Superior Proposal, or enter into an agreement with respect to a Superior Proposal, or terminate this Agreement pursuant to Section 8.1(e)(ii8.1(f), in each case if (A) the Company shall have received a Takeover Proposal that constitutes a Superior Proposal which is pending and has not been withdrawn at the time the Company determines to take such action, (B) the Board of Directors shall have determined in good faith, after consultation with outside counsel, that the failure to take any such action would be inconsistent with the Board of Directors’ fiduciary duties under applicable Law, (C) at least four (4) business days shall have passed following the delivery to Buyer and Sub of written notice from the Company advising Buyer and Sub that the Board of Directors has received such Takeover Proposal that constitutes a Superior Proposal which it intends to accept, specifying the material terms and conditions of such Superior Proposal (including the identity of the Person making such Superior Proposal and all documents received by the Company or its Representatives in connection with such Superior Proposal), and, the Company has negotiated with Buyer and Sub (to the extent requested by Buyer or Sub) in good faith during such four (4) business day period with respect to the terms of Buyer and Sub’s offer, taking into account the terms and conditions of any revised or new offer that Buyer and Sub have made to the Company which has been received by the Company within such four (4) business day period, the Board of Directors affirms its determination, after consultation with outside counsel, that the failure to take any such action would be inconsistent with the Board of Directors’ fiduciary duties under applicable Law, (D) the Company and its Subsidiaries are in compliance with and have not breached the terms of this Section 5.2 and (E) in the case of any action under clause (iii) of the first sentence of this Section 5.2(b), the Company shall (x) prior to such action, terminate this Agreement pursuant to Section 8.1(f) hereof and (y) pay the Termination Fee to the Company in accordance with Section 8.5(a)(i). (c) In addition to the obligations of the Company set forth in paragraphs (a) and (b) of this Section 5.2, the Company shall promptly advise Buyer and Sub of (i) the receipt by the Company, a Subsidiary of the Company or any of their respective Representatives of (A) any request for information or other inquiry that the Company believes is reasonably likely to lead to a Takeover Proposal or (B) of any Takeover Proposal, (ii) the terms and conditions of any such request, Takeover Proposal or inquiry (including any subsequent amendment or other modification to such terms and conditions) and (iii) the identity of the Person making such request, Takeover Proposal or inquiry. The Company shall promptly keep Buyer and Sub informed in all material respects of the status and details (including amendments or proposed amendments) of any such request, Takeover Proposal or inquiry. (d) Nothing contained in this Section 5.2 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, or making any required factual disclosure to the stockholders of the Company related thereto. (e) For purposes of this Agreement:

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the (i) The Company shall not, shall cause its subsidiaries not to and shall direct not permit any of its, or its and their Subsidiaries', respective officers, directors, officersemployees, employeesaffiliates, agents, investment bankers, attorneys, accountants and other advisors or other representatives (collectively, “Representatives”) not to, directly or indirectly, (iA) initiate, take any action to solicit, propose, knowingly assist, knowingly initiate or encourage (including by way of furnishing or disclosing non-public information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, inquiries or the making of any offer or proposal by any Person or group concerning any tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or other business combination involving the Company or any of its Subsidiaries or divisions of any of the foregoing, or any proposal or offer to acquire in any manner, directly or indirectly, an equity interest in, or a portion of the assets of, the Company or any of its Subsidiaries, other than pursuant to the transactions contemplated by this Agreement (each such offer or proposal, an "Acquisition Proposal"), or (iiB) engage in, continue or otherwise participate in any discussions or negotiations with or negotiations relating to, encourage any effort or furnish any non-public information to attempt by any Person in connection with, any Acquisition Proposal (other than the Buyer and its representatives) or take any other action to state that the terms of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommendfacilitate an Acquisition Proposal, or propose publicly (C) enter into any Contract or understanding with respect to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiatewhich would require it to abandon, execute terminate or enter intofail to consummate the Merger or any other transaction contemplated hereby by the shareholders of the Company; provided, however, that prior to receipt of the approval of this Agreement and the transactions contemplated hereby by the shareholders of the Company, the Company may, to the extent required by the fiduciary obligations of the Company's board of directors, as determined in good faith by it based on the advice of outside counsel, in response to any merger agreement, acquisition agreement or other similar definitive agreement for any such Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance that was not solicited by the Company and that did not otherwise result from a breach or a deemed breach of this Section 6.1(c), and subject to compliance with Section 6.1(b)(iii6.1(c)(iii)); provided that , (x) furnish information with respect to the Company to the Person making such proposal pursuant to a confidentiality agreement not less restrictive of the other party than the confidentiality agreement between the Buyer and the Company dated April 8, 2005 and (y) participate in negotiations regarding such proposal. Without limiting the foregoing, it is understood and agreed that any determination or action violation of the restrictions set forth in the preceding sentence by the Board of Directors any executive officer of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) any of its Subsidiaries or any affiliate, director or investment banker, attorney or other advisor or representative of the Company or any of its Subsidiaries, whether or not such person is purporting to act on behalf of the Company or any of its Subsidiaries or otherwise, shall not be deemed to be a breach or violation of this Section 6.1(a6.2(c) andby the Company. (ii) Neither the Company's board of directors nor any committee thereof shall (A) withdraw or modify, in a manner adverse to Buyer, the case approval or recommendation by the Company's board of Section 6.1(bdirectors or any such committee of this Agreement or the Merger, (B) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Acquisition Proposal or (other than C) approve or recommend any Acquisition Proposal; provided, however, that the Company's board of directors may take any action specified in (A), (B) or (C) in the event that prior to the approval of this Agreement and the transactions contemplated hereby by the shareholders of the Company, (x) the Company's board of directors determines in good faith, after it has received a Superior Proposal and after it has received advice from outside counsel that the failure to do so would result in a reasonable possibility that the Company's board of directors would breach its fiduciary duty under applicable law, (y) the Company has notified the Buyer in writing of the determination set forth in clause (ivx) thereofabove, and (z) at least two (2) Business Days following receipt by Buyer of any notice referred to in clause (y) such Superior Proposal remains a Superior Proposal and the Company's board of directors has again made the determination in clause (x) above; and further provided that neither the Company, its board of directors, nor any committee thereof shall not be deemed to give Parent a right to terminate take any action specified in clause (A), (B) or (C) of this Section 6.1(c)(ii) without first terminating this Agreement pursuant to Section 8.1(e)(ii9.1(g). (iii) The Company agrees that, as of the date hereof, it, its Subsidiaries and affiliates, and the respective directors, officers, employees, agents and representatives of the foregoing, shall immediately cease and cause to be terminated any existing activities, discussions and negotiations with any Person (other than Buyer and its representatives) conducted heretofore with respect to any Acquisition Proposal. The Company agrees to advise Buyer promptly orally and in writing of any inquiries or proposals received by, any such information requested from, and any requests for negotiations or discussions sought to be initiated or continued with, the Company, its Subsidiaries or Affiliates, or any of the respective directors, officers, employees, agents or representatives of the foregoing, in each case from a Person (other than Buyer and its representatives) with respect to an Acquisition Proposal or that reasonably could be expected to lead to any Acquisition Proposal, and the identity of the Person making such Acquisition Proposal or inquiry. The Company shall keep Buyer reasonably informed of the status including any change to the material terms of any such Acquisition Proposal or inquiry. (iv) During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the (a) The Company shall not, shall cause its subsidiaries the Company Subsidiaries not to to, and shall direct use its reasonable best efforts to cause its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors Representatives acting on its or representatives (collectively, “Representatives”) their behalf not to, (i) initiate, directly or indirectly solicit, propose, knowingly assist, initiate or knowingly encourage (including by way or facilitate the making of furnishing information) or knowingly take any action to facilitate any inquiry, proposals offer or offers regarding, proposal which constitutes or the making of, is reasonably likely to lead to any Acquisition Proposal, Company Takeover Proposal or (ii) engage in, continue directly or otherwise indirectly participate in any discussions with or negotiations relating regarding, furnish to any Person any information with respect to, or take any other action to assist, facilitate or encourage any effort by any Person, in each case in connection with or in response to any inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to, any Company Takeover Proposal. It is agreed that any violation of the restrictions on the Company set forth in this Section 4.02 by any Representative of the Company or any of the Company Subsidiaries (acting with the authority of the Company or any Company Subsidiary) shall be a breach of this Section 4.02 by the Company. (b) The Company shall, and shall cause the Company Subsidiaries and its and their Representatives to, immediately (i) cease all solicitations, discussions and negotiations regarding any inquiry, proposal or offer pending on the date of this Agreement that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal and (ii) terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal. The Company will promptly (but in no event later than three (3) business days after the date of this Agreement) request that each Person that has executed a confidentiality agreement in connection with a potential Company Takeover Proposal that remains in effect return (or destroy, to the extent permitted by the applicable confidentiality agreement) all confidential information furnished to such individual or entity by or on behalf of the Company or any Company Subsidiary. (c) Notwithstanding anything to the contrary contained in Section 4.02(a) or 4.02(b) or any other provision of this Agreement, at any time prior to the receipt of the Company Stockholder Approval, (x) the Company may contact the Person making any Company Takeover Proposal solely to clarify the terms and conditions thereof and (y) in response to a bona fide written Company Takeover Proposal that did not result from a breach of Section 4.02(a) and that the Company Board reasonably determines, in good faith, after consultation with outside counsel and its financial advisor, constitutes or could reasonably be expected to lead to a Superior Company Proposal and in respect of which the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law (a “Qualifying Company Takeover Proposal”), the Company may (A) furnish information with respect to the Company to the Person making such Qualifying Company Takeover Proposal and its Representatives pursuant to an Acceptable Confidentiality Agreement so long as the Company also provides Parent, prior to or substantially concurrently with the time such information is provided or made available to such Person, in accordance with the terms of the Confidentiality Agreement, any non-public information furnished to any such other Person which was not previously furnished to Parent, except to the extent providing Parent with such information would violate applicable Law, and (B) participate in connection with, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance negotiations with Section 6.1(b)(iii)); provided that it is understood such Person and agreed that any determination or action by the Board of Directors of the its Representatives regarding such Qualifying Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)Takeover Proposal.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the (a) The Company shall not, directly or indirectly, through any officer, director, employee, investment banker, attorney, representative or agent of the Company or any of the Subsidiaries (in any case, a "Representative"), solicit, initiate or encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, an offer or proposal for, or indication of interest in, a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company or any Included Subsidiary (an "Acquisition Proposal"); provided that, subject to the provisions set forth in Section 7.15(b) and (c) below, nothing contained in this Agreement shall cause its subsidiaries not to and prevent the Company from furnishing information or data to, or entering into discussions or negotiations with, any person in connection with an unsolicited Acquisition Proposal; provided, further, that in no event shall direct its and the Company, any Subsidiary or any of their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and Representatives provide to any other advisors party the identity of Buyer or representatives the terms of this Agreement. (collectively, “Representatives”b) not to, The Company shall (i) initiate, solicit, propose, knowingly assist, knowingly encourage promptly (including and in no event later than 24 hours after receipt of any Acquisition Proposal) notify Buyer after receipt by way it (or any of furnishing informationits Representatives) of any Acquisition Proposal or knowingly take any action inquiries indicating that any person is considering making or wishes to facilitate any inquiry, proposals or offers regarding, or the making of, any make an Acquisition Proposal, (ii) engage inpromptly notify Buyer after receipt of any request for information relating to it or any of the Subsidiaries or for access to its or any of the Subsidiaries' properties, continue books or otherwise participate in records by any discussions with or negotiations relating toperson, identifying the information requested by such person that may be considering making, or furnish any non-public information to any Person in connection withhas made, any an Acquisition Proposal and promptly provide Buyer with any information which is given to such person pursuant to this Section 7.15(b), and (other iii) keep Buyer advised on a timely basis as of the status and principal financial terms of any such Acquisition Proposal, indication or request. (c) In the event that the Company receives a bona fide written Acquisition Proposal for all of the outstanding Securities or all or substantially all of the assets of the Company and the Included Subsidiaries which is (i) payable in cash and/or publicly traded securities in an aggregate amount greater than $68 million (which price includes satisfaction of all of the obligations of the Company for its outstanding indebtedness for borrowed money and for redemption of its preferred stock), exclusive of any consideration for Whitecap and the CMI Assets and (ii) received in a manner consistent with the provisions of Section 7.15(a) and (b) hereof (a "Competing Proposal"), then the Company shall give notice to state that Buyer of such Competing Proposal and shall deliver to Buyer a copy of such Competing Proposal, and Buyer shall have the option, within five days of the receipt of such notice, to deposit in an escrow account the Deposit Escrow Amount pursuant to the terms of this provision prohibit such the Deposit Escrow Agreement. In the event that Buyer exercises its option to deposit in escrow the Deposit Escrow Amount, Sellers shall immediately terminate all discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly with the person making the Competing Proposal and shall be prohibited from responding to approve, endorse or recommend, any further inquiries from any party other than Buyer and its Representatives about any Acquisition Proposal or (iv) negotiateProposal. In the event that Buyer does not so exercise its option to deposit the Deposit Escrow Amount, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality this Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action shall be terminable by delivery of written notice to Buyer by the Board of Directors of Sellers within two business days after the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed five day period referred to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)above.

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) From and after the date hereof of this Agreement until the Effective Time or, if earlier, the valid or termination of this Agreement in accordance with Section 8.1pursuant to ARTICLE XI, the Company shall and its subsidiaries will not, shall cause its subsidiaries not to and shall direct its and nor will they authorize or permit any of their respective officers, directors, officersaffiliates or employees or any investment banker, employees, agents, investment bankers, attorneys, accountants and attorney or other advisors advisor or representatives (collectively, “Representatives”) not representative retained by any of them to, directly or indirectly (i) solicit, initiate, solicitencourage or induce the making, proposesubmission or announcement of any Acquisition Proposal (as defined below), knowingly assist(ii) participate in any discussions or negotiations regarding, knowingly encourage (including by way of furnishing information) or knowingly furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iiiii) respond to or engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information person with respect to any Person in connection withAcquisition Proposal, any Acquisition Proposal (other than except as to state that the terms existence of this provision prohibit such discussions or negotiations)these provisions, (iiiiv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, recommend any Acquisition Proposal or (ivv) negotiateenter into any letter of intent or similar document or any contract, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for commitment contemplating or otherwise -55- relating to any Acquisition Proposal Transaction (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iiias defined below)); provided that . Without limiting the foregoing, it is understood and agreed that any determination violation of the restrictions set forth in this Section by any officer or action by the Board of Directors director of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) any of its subsidiaries or any investment banker, attorney or other advisor or representative of Company or any of its subsidiaries shall not be deemed to be a breach or violation of this Section 6.1(a) andby the Company. For purposes of this Agreement, in the case of Section 6.1(b) "ACQUISITION PROPOSAL" shall mean any offer or proposal (other than clause (ivan offer or proposal by Parent) thereof) relating to any Acquisition Transaction. For the purposes of this Agreement, "ACQUISITION TRANSACTION" shall not be deemed to give Parent a right to terminate mean any transaction or series of related transactions other than the transactions contemplated by this Agreement involving: (A) any acquisition or purchase from the Company by any person or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder), or transaction pursuant to Section 8.1(e)(iiwhich any person or group seeks to acquire or purchase, in excess of 25% of the voting securities of the Company or any tender offer or exchange offer for in excess of 25% of the voting securities of the Company or any merger, consolidation, business combination or similar transaction involving the Company pursuant to which the shareholders of the Company immediately preceding such transaction hold less than 75% of the equity interests in the surviving or resulting entity of such transaction; (B) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of all or substantially all of the assets of the Company; or (C) any liquidation or dissolution of the Company. (b) In addition to the obligations of the Company set forth in paragraph (a) of this Section, the Company as promptly as practicable shall advise Parent orally and in writing of any request received by Company for non-public information which Company reasonably concludes would lead to an Acquisition Proposal or the receipt of any Acquisition Proposal, or any inquiry received by Company with respect to or which Company reasonably concludes would lead to any Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the person or group making any such request, Acquisition Proposal or inquiry. The Company will keep Parent informed in all material respects of the status and details (including material amendments or proposed amendments) of any such request, Acquisition Proposal or inquiry.

No Solicitation. (a) The Company and the Company Subsidiary shall, and shall cause their respective directors, officers, employees, investment bankers, financial advisors, attorneys, brokers, accountants, agents and other agents, advisors or representatives (collectively, “Representatives”) to, (i) immediately cease and cause to be terminated any discussions or negotiations that commenced prior to the date of this Agreement with respect to a Takeover Proposal and (ii) promptly request that all such Persons with whom the Company had discussions or negotiations regarding a Takeover Proposal during the prior year return or destroy all copies of confidential information previously provided to such parties by the Company, the Company Subsidiary or Representatives to the extent any confidentiality agreement with such Person so provides or allows. Nothing in this Section 6.8(a) shall in any way limit or modify any of the Company’s rights under the other provisions of this Section 6.8. (b) Except as expressly permitted by set forth in this Section 6.16.8, from the date hereof of this Agreement until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1its terms, the Company shall not, and shall cause its subsidiaries not to and shall direct its the Company Subsidiary and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives not to, nor shall it authorize or permit any Representative to, directly or indirectly, (i) solicit, initiate, solicit, propose, knowingly assist, facilitate or knowingly encourage (including by way the submission of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition Takeover Proposal, (ii) enter into any agreement, agreement-in-principle or letter of intent providing for or accept any Takeover Proposal, or (iii) participate. engage in, or continue or otherwise participate in any discussions with or negotiations relating toregarding, or furnish to any Person any non-public information for the purpose of encouraging or facilitating, any Takeover Proposal; provided, however, that (A) the Company may refer any third party to this Section 6.8 and (B) if in response to a bona fide written Takeover Proposal made after the date of this Agreement that did not result from a breach of this Section 6.8, and subject to compliance with Section 6.8(c), the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) that such Takeover Proposal constitutes or is reasonably likely to lead to a Superior Proposal and such action is likely to be required in order for the directors to comply with their fiduciary duties under applicable law, then the Company may at any time prior to the Acceptance Time (but in no event after such time) do any or all of the following: (X) furnish information with respect to the Company and the Company Subsidiary to the Person making such Takeover Proposal and its Representatives, but only pursuant to a confidentiality agreement not materially less restrictive with respect to confidentiality of the other party than the Confidentiality Agreement (except that such confidentiality agreement shall contain additional provisions that expressly permit the Company to comply with the provisions of Section 6.8(c)), provided that (1) such confidentiality agreement may not include any provision calling for an exclusive right to negotiate with the Company and (2) concurrently with its delivery to such Person, the Company delivers or makes available to Parent all such information not previously provided to Parent; (Y) participate or engage in discussions or negotiations (including the solicitation of revised Takeover Proposals) with such Person and its Representatives and its potential financing sources regarding such Takeover Proposal or (Z) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock with any such Person. The Company shall be deemed to be in breach of the provisions of this Section 6.8 upon the breach of any such provisions by the Company Subsidiary or the Company’s Representatives. (c) The Company shall as promptly as practicable, and in any event within 24 hours, advise Parent orally and in writing of the Company’s receipt of any written Takeover Proposal, and shall, in any such notice to Parent, indicate the identity of the Person in connection with, any Acquisition making such Takeover Proposal and the material terms and conditions of such Takeover Proposal (other than and shall include with such notice copies of any written materials received from or on behalf of such Person relating to state that such Takeover Proposal), and thereafter shall promptly keep Parent reasonably informed of all material developments affecting the status and terms of any such Takeover Proposal (and the Company shall provide or make available to Parent copies of any additional material documents regarding such Takeover Proposal received by the Company from the Person making such Takeover Proposal or such Person’s Representatives). (d) Except as set forth in this provision prohibit such discussions Section 6.8, neither the Company Board nor any committee thereof shall (i) withdraw or negotiations)modify, or propose publicly to withdraw or modify, the Board Recommendation or (iiiii) approve, endorse approve or recommend, or propose publicly to approve, endorse approve or recommend, any Acquisition Takeover Proposal (it being understood that taking a neutral position or no position with respect to any Takeover Proposal that is a tender offer after five (5) Business Days after the commencement of such tender offer shall be considered an adverse modification) (any action described in clause (i) or (ivii) negotiatebeing referred to as a “Company Adverse Recommendation Change”). Notwithstanding anything to the contrary set forth in this Agreement, execute the Company or enter intothe Company Board may, any merger agreementprior to the Acceptance Time (A) withdraw or modify, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination publicly propose to withdraw or action by modify, the Board of Directors of the Company expressly permitted under Section 6.1(bRecommendation, (B) approve or Section 6.1(c) shall recommend, or publicly propose to approve or recommend, a Takeover Proposal that constitutes a Superior Proposal and that did not be deemed to be result from a material breach or violation of this Section 6.1(a6.8, or (C) andenter into a binding written agreement concerning a transaction that constitutes a Superior Proposal, if, in any such case, the Company Board determines in good faith, after consulting with outside counsel, that failure to do so would be inconsistent with its fiduciary obligations under applicable Law. (e) Nothing in this Section 6.8 or in Section 6.4 or elsewhere in this Agreement shall prohibit the Company or the Company Board from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder, or (ii) from making any disclosure to the Company’s stockholders if in each case under this clause (ii) the Company Board determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with its fiduciary obligations under applicable Law; provided, however, that in no event shall the Company Board or other committee thereof take any action prohibited by Section 6.8(d) except as permitted by the terms of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii6.8(d).

No Solicitation. (a) Except as expressly may be permitted by this Section 6.14.2, from the Company shall, and the Company shall cause its Subsidiaries and Representatives to, (x) immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted heretofore by the Company, its Subsidiaries or any Representatives with respect to any actual or potential Competing Proposal and (y) with respect to third parties with whom discussions or negotiations have been terminated on, prior to or subsequent to the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1hereof, the Company shall use its reasonable best efforts to obtain the return or the destruction of, in accordance with the terms of the applicable confidentiality agreement, confidential information previously furnished by the Company, its Subsidiaries or its Representatives. Except as otherwise specifically permitted by this Section 4.2 the Company agrees that it will not, shall and will not authorize or permit any of its Subsidiaries or any of its or its Subsidiaries’ directors, officers or employees to, and it will use its reasonable best efforts to cause its subsidiaries not to agents and shall direct its and their respective directors, officers, employees, agents, representatives (including investment bankers, attorneys, accountants attorneys and other advisors or representatives (collectively, “Representatives”accountants) not to, directly or indirectly, (i) initiate, solicit, propose, knowingly assist, solicit or knowingly encourage or facilitate (including by way of furnishing providing information) or knowingly take any action to facilitate any inquiryinquiries, proposals or offers regardingwith respect to, or the making of, any Acquisition proposal or offer that constitutes, or could reasonably be expected to lead to a Competing Proposal, (ii) enter into, participate or engage in, in or continue or otherwise participate in any discussions with or negotiations relating towith any Person with respect to a Competing Proposal or any indication of interest that could reasonably be expected to lead to a Competing Proposal, (iii) furnish or furnish provide any non-public information or data regarding the Company or its Subsidiaries to any Person, or provide access to any Person to the properties, assets or employees of the Company or its Subsidiaries in connection with, with or in response to a Competing Proposal or any Acquisition Proposal (other than indication of interest that could reasonably be expected to state that the terms of this provision prohibit such discussions or negotiations)lead to a Competing Proposal, (iiiiv) approve, endorse approve or recommend, or propose publicly recommend to approve, endorse or recommend, the Company’s stockholders any Acquisition Competing Proposal or (ivv) negotiateapprove or recommend to the Company’s stockholders, or execute or enter intointo any letter of intent or agreement in principal, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition relating to a Competing Proposal (other than an Acceptable Confidentiality Agreement executed as provided in accordance with Section 6.1(b)(iii4.2(b)(ii)). (b) Notwithstanding anything in this Agreement to the contrary, the Company or its Board of Directors or any committees thereof may: (i) to the extent applicable, comply with Rule 14e-2(a), Item 1012(a) of Regulation M-A and Rule 14d-9 promulgated under the Exchange Act; provided provided, however, that it is understood none of the Company, the Board of Directors or any committee thereof shall, except as expressly permitted by Section 4.2(b)(iii) or Section 4.2(c), recommend any Competing Proposal or withdraw, amend or modify in a manner adverse to Parent its recommendation in favor of this Agreement in any disclosure document or communication filed or publicly issued or made in conjunction with the compliance with such requirements; (ii) prior to the adoption of this Agreement by the Company’s stockholders, the Company may engage in the activities prohibited by Sections 4.2(a)(ii) and agreed 4.2(a)(iii) with any Person who has made a bona fide written Competing Proposal that did not result from a violation of Section 4.2(a)(i); provided, that (x) no non-public information may be furnished until the Company receives an executed Acceptable Confidentiality Agreement from any such Person with whom the Company has not previously entered into a confidentiality agreement prior to the date of this Agreement that related to a transaction of the type specified in the definition of Competing Proposal and provided, that any determination or action by such Acceptable Confidentiality Agreement does not contain provisions that prohibit the Company from complying with the provisions of this Section 4.2, and (y) prior to taking any such actions, the Board of Directors of the Company expressly permitted or the transaction committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Competing Proposal is, or could reasonably be expected to lead to, a Superior Proposal and after consultation with its outside counsel, the Board of Directors of the Company or the transaction committee thereof determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable law; and (iii) prior to the adoption of this Agreement by the Company’s stockholders, in response to a Competing Proposal, (A) recommend such Competing Proposal to its stockholders or withdraw, amend or modify its recommendation in favor of this Agreement and the Merger and (B) if the Board of Directors of the Company (or the transaction committee thereof) so chooses, cause the Company to terminate this Agreement pursuant to Section 6.1(b7.1(d) but only if prior to taking any such action described in clause (A) or (B), (x) the Board of Directors of the Company (or the transaction committee thereof) determines in good faith after consultation with its financial advisors and outside legal counsel that such Competing Proposal is a Superior Proposal (taking into account any adjustment to the terms and conditions of the Merger proposed by Parent in response to such Competing Proposal), and (y) the Company shall have given notice to Parent that the Company has received such Superior Proposal, attaching a copy of such Superior Proposal (or, where no such copy is available, a description of such Superior Proposal), and specifying the identity of the Person making such Superior Proposal and informing Parent that the Company intends to terminate this Agreement in accordance with the terms hereof, and either (1) Parent shall not have proposed revisions to the terms and conditions of this Agreement prior to the earlier to occur of the scheduled time for the meeting of the Company’s stockholders to consider the adoption of this Agreement and the third Business Day after the date on which such notice is given to Parent, or (2) if Parent within such period shall have proposed revisions to the terms and conditions of this Agreement, the Board of Directors of the Company (or the transaction committee thereof), after consultation with the Company’s financial and legal advisors, shall have determined in good faith that the third party’s Competing Proposal remains a Superior Proposal with respect to Parent’s revised proposal; provided, that each time material modifications to the financial terms of a Competing Proposal determined to be a Superior Proposal are made the time period set forth in this clause (y) prior to which the Company may change its recommendation or terminate this Agreement shall be extended for 48 hours after notification of such change to Parent and (C) in light of such Superior Proposal, the Board of Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel, that the failure of the Board of Directors of the Company to withdraw or modify its approval or recommendation of this Agreement and the Merger would be inconsistent with its fiduciary duties under applicable law. (c) Notwithstanding anything in this Agreement to the contrary, the Company’s Board of Directors or any transaction committee thereof shall be permitted, at any time prior to the adoption of this Agreement by the stockholders of the Company, other than in connection with a Competing Proposal, (i) to withdraw, amend or modify its recommendation in favor of this Agreement and the Merger, and (ii) if the Board of Directors of the Company (or the transaction committee thereof) so chooses, cause the Company to terminate this Agreement pursuant to and to the extent permitted by Section 6.1(c7.1(d) but only if prior to taking any such action described in clause (i) or (ii), the Board of Directors of the Company (or the transaction committee thereof) determines in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable law and the Company has given 48 hours advance notice to Parent that the Company intends to take such action. (d) Notwithstanding anything in this Agreement to the contrary, any factually accurate public statement by the Company that describes the Company’s receipt of a Competing Proposal and the operation of this Agreement with respect thereto, shall not be deemed to be a breach recommendation of such Competing Proposal or violation the withdrawal, amendment or modification of the recommendation of the Company’s Board of Directors or the transaction committee thereof in favor of the adoption of this Section 6.1(aAgreement and the Merger; provided, however, that the Company shall, to the extent practicable, provide Parent with a reasonable opportunity to comment on and review any such statement, if such statement is to be made and released in a writing. (e) andThe Company shall advise Parent of the receipt by the Company of any Competing Proposal or any request for non-public information or data relating to the Company or any of its Subsidiaries made by any Person that has made or informs the Company that it is considering making a Competing Proposal or any request for discussions or negotiations with the Company or a Representative of the Company relating to a Competing Proposal or which is reasonably likely to lead to a Competing Proposal (in each case within 48 hours thereof), and the Company shall provide to Parent (within such 48 hour time frame) the identity of each party that makes any such proposal or offer and a copy of any such proposal or offer (or, where no such copy is available, a description of any such proposal or offer). The Company shall (i) keep Parent informed on a reasonably prompt basis of the status of any such proposal or offer and (ii) provide Parent promptly, and in any event within 48 hours, with copies of all significant correspondence and other written material sent or received in connection with any such offer or proposal. (f) Any action pursuant to Sections 4.2(b), (c) or (d) shall not constitute a breach of the case Company’s representations, warranties, covenants or agreements contained in this Agreement. (g) For purposes of Section 6.1(bthis Agreement, the following terms shall have the following meanings: (i) ”Competing Proposal” means any contract, proposal, offer or indication of interest relating to any transaction or series of related transactions (other than clause transactions with Parent or any of its Subsidiaries) involving: (ivA) thereofany merger, amalgamation, share exchange, recapitalization, consolidation, liquidation or dissolution of the Company, (B) shall not be deemed to give Parent any direct or indirect acquisition (by asset purchase, stock purchase, merger, or otherwise) by any Person or “group” (as defined under Section 13(d) of the Exchange Act) of any business or assets of the Company or any of its Subsidiaries (including capital stock of or ownership interest in any Subsidiary) that generated 25% or more of the Company’s consolidated net revenue or earnings before interest, taxes, depreciation and amortization for the preceding twelve months, or any license, lease or long-term supply agreement having a right to terminate this Agreement pursuant to Section 8.1(e)(ii).similar economic effect, or (C) any direct

No Solicitation. (a) Except as expressly permitted by this Section 6.16.03, from the Company and its Subsidiaries shall, and the Company shall instruct and cause its and its Subsidiaries’ Representatives to, cease immediately any existing discussions or negotiations regarding any Acquisition Proposal, other than the transactions contemplated by this Agreement. With respect to any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with whom such discussions or negotiations have been terminated, the Company shall instruct such Person or group to promptly return or destroy in accordance with the terms of the applicable confidentiality agreement any non-public information furnished by or on behalf of the Company unless such Person or group has already been so instructed. (b) From and after the date hereof of this Agreement until the Effective Time or, if earlier, the valid termination of this Agreement, the Company shall not, and shall cause its Subsidiaries not to, and shall cause its Representatives not to, directly or indirectly (i) solicit, initiate, seek or knowingly encourage (including by way of furnishing non-public information regarding the Company or any of its Subsidiaries) or facilitate, any inquiries, proposals or offers from any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than the Parent and its Subsidiaries) that constitute, or could reasonably be expected to result in an Acquisition Proposal, (ii) participate in any discussions or negotiations (including by way of furnishing nonpublic information concerning the Company) with any third party (other than Parent, Merger Subsidiary and their Representatives and the Company’s Representatives) relating to, or which could reasonably be expected to lead to an Acquisition Proposal, or (iii) approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal or enter into any Contract or agreement in principle relating to an Acquisition Proposal or enter into any Contract or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder or propose or agree to do any of the foregoing. (c) Notwithstanding anything to the contrary in Section 6.03, following the date of this Agreement but prior to the time when the Stockholder Approval is received, if the Company or one of its Representatives receives an Acquisition Proposal from any Person, which Acquisition Proposal was made or renewed on or after the date of this Agreement but prior to the time when the Stockholder Approval is received and that did not result from breach of Section 6.03(b), (i) the Company may contact and engage in discussions with such Person solely for the purpose of clarifying such Acquisition Proposal and any material terms and conditions thereof so as to determine whether such Acquisition Proposal is, or could reasonably be expected to result in, a Superior Proposal; or (ii) the Company or its Representatives may, if the Board of Directors determines in good faith (after consultation with its outside counsel and financial advisor) that failure to take such action would be inconsistent with the directors’ fiduciary duties under Applicable Law and that such Acquisition Proposal constitutes, or is reasonably expected to result in, a Superior Proposal, (A) furnish, pursuant to a confidentiality agreement containing terms that are similar to and not more favorable in the aggregate to the other party than the terms in the Confidentiality Agreement, information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal; provided that the Company shall promptly provide to Parent any non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent or its Representatives and (B) participate in discussions or negotiations regarding such Acquisition Proposal. (d) The Company shall promptly (and in any event within 24 hours after receipt), notify Parent in writing of the receipt of any Acquisition Proposal, any inquiries relating to an Acquisition Proposal or any request for information from, or any negotiations sought to be initiated or continued with, either the Company or its Representatives concerning an Acquisition Proposal. The Company’s notice shall include (i) a copy of any Acquisition Proposal made in writing and other written materials provided by such Person to the Company or any of its Subsidiaries or (ii), to the extent such information is not contained in the written materials provided to Parent, a written summary of the material terms of such Acquisition Proposal, inquiry or request, including the identity of the Person or group of Persons making the Acquisition Proposal, inquiry or request. The Company shall keep Parent reasonably informed in all respects on a timely basis (and in any event no later than within 48 hours of the occurrence of any significant changes, developments, discussions or negotiations) of the status of any Acquisition Proposal, inquiry or request (including the material terms and conditions thereof and of any material modification thereto), and any material developments, discussions and negotiations. None of the Company or any of its Subsidiaries shall, after the date of this Agreement, enter into any agreement that would prohibit them from providing such information to Parent. The Company shall not, and shall cause each of its Subsidiaries not to, 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 a party, and the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to enforce the provisions of any such agreement; provided, however, that the Company may permit a proposal to be made under a standstill agreement if it determines in good faith, after consultation with outside counsel, that failure to take such actions would be inconsistent with the directors’ fiduciary duties under Applicable Law. To the extent that the Company has entered into any confidentiality agreement prior to the date hereof that would prevent the Company from providing information to Parent that the Company would otherwise be required to provide to Parent pursuant to the terms of this Section 6.03(d), the Company shall use its reasonable best efforts to obtain a waiver of such confidentiality agreement to enable the Company to provide such information to Parent in accordance with the terms of this Section 6.03(d). (e) Neither the Board of Directors of the Company nor any committee thereof, shall (A) fail to make, withdraw, modify or qualify in a manner adverse to Parent or Merger Subsidiary the Board Recommendation, or (B) approve or recommend, or publicly propose to approve or recommend, to the stockholders of the Company, an Acquisition Proposal, (C) if a tender offer or exchange offer for shares of capital stock of the Company that constitutes an Acquisition Proposal is commenced, fail to recommend against acceptance of such tender offer or exchange offer by the Company stockholders (including, for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by its stockholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten Business Days after commencement thereof, (D) approve, authorize or permit or allow the Company or any of its Subsidiaries to enter into any letter of intent, agreement in principle, merger or acquisition agreement or any similar agreement or understanding with respect to any Acquisition Proposal (other than an acceptable confidentiality agreement permitted under Section 6.03(c)) or (E) resolve, propose to a third party or agree to take any of the foregoing actions (any of the foregoing, an “Adverse Recommendation Change”). Notwithstanding the foregoing, at any time prior to obtaining the Stockholder Approval, the Board of Directors may, (1) if the Board of Directors determines in good faith, after consultation with outside counsel and its financial advisor, that the failure to do so would be inconsistent with directors’ fiduciary duties under Applicable Law, make an Adverse Recommendation Change and (2) if the Board of Directors determines in good faith, after consultation with outside counsel and its financial advisor, that a written Acquisition Proposal received by the Company in compliance with Section 6.03(c) constitutes a Superior Proposal, the Board of Directors may, upon termination of this Agreement in accordance with Section 8.110.01(d)(i), approve and enter into an agreement relating to such Superior Proposal, but subject to the satisfaction of the following: (i) the Company shall have provided prior written notice to Parent, at least four Business Days in advance, of its or the Board of Directors’ intention to take such actions, which notice shall specify the material terms of the Acquisition Proposal received by the Company that constitutes a Superior Proposal, including a copy of the relevant proposed transaction agreements with, and the identity of, the party making the Acquisition Proposal; (ii) after providing such notice and prior to taking such actions, the Company shall notshall, and shall cause its subsidiaries not to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not Representatives to, negotiate with Parent and Merger Subsidiary in good faith (ito the extent Parent and Merger Subsidiary desire to negotiate) initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action during such four Business Day period to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition Proposal, (ii) engage in, continue or otherwise participate make such adjustments in any discussions with or negotiations relating to, or furnish any non-public information to any Person in connection with, any Acquisition Proposal (other than to state that the terms and conditions of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by as would permit the Board of Directors to determine that the Acquisition Proposal no longer constitutes a Superior Proposal; and (iii) the Board of Directors shall have considered in good faith any changes to this Agreement that may be offered in writing by Parent by 11:59 PM Pacific Time on the fourth Business Day of such four Business Day period in a manner that would form a binding contract (including the complete form of definitive acquisition agreement executed on behalf of Parent and all exhibits and other attachments thereto, and subject only to acceptance by the Company by countersignature on behalf of the Company expressly permitted under Section 6.1(band those conditions set forth therein) if accepted by the Company and shall have determined in good faith after consultation with outside counsel and financial advisors that the Acquisition Proposal received by the Company would continue to constitute, or Section 6.1(c) shall would result in, a Superior Proposal if such changes offered in writing by Parent were given effect; provided, however, the Board of Directors may not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to this Section 8.1(e)(ii6.03(e) (or Section 10.01(d)(i)) unless the Superior Proposal giving rise to the Adverse Recommendation Change did not result from a breach by the Company of this Section 6.03. In the event of any material revisions to the Superior Proposal, the Company shall be required to deliver a new written notice to Parent pursuant to the foregoing clause (i) and to comply again with the requirements of this Section 6.03(e) with respect to such new written notice. (f) For purposes of this Agreement, an “Acquisition Proposal” means any inquiry, offer or proposal, or any indication of interest in making an offer or proposal, made by a Person or group at any time which is structured (i) to permit such Person or group to acquire beneficial ownership of (A) 20% or more of the Company’s consolidated assets of the Company, or to which more than 20% of the Company’s revenues or earnings on a consolidated basis are attributable, or (B) 20% or more of the combined voting power of the shares of Company Common Stock, (ii) as a tender offer or exchange offer that if consummated would result in such Person or group beneficially owning 20% or more of the combined voting power of the shares of Company Common Stock, (iv) as a merger, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, or (v) as any combination of the foregoing types of transactions if the sum of percentage of the consolidated assets, consolidated revenues or earnings and Company Common Stock involved is more than 20%; in each case other than transactions contemplated by this Agreement. For purposes of this Agreement, a “Superior Proposal” means any bona fide written Acquisition Proposal that (x) is on terms that the Board of Directors determines (after consultation with its outside counsel and financial advisor) are more favorable to the Company’s stockholders from a financial point of view, taking into account all of the legal, financial (including the financing terms of such proposal), regulatory and other aspects of such Acquisition Proposal (including the likelihood and timing of consummation thereof) and this Agreement (including any changes in the terms of this Agreement committed to by the Parent to the Company in writing in response to such Acquisition Proposal or otherwise), and (y) which the Board of Directors has determined in its good faith judgment (after consultation with the Company’s outside counsel and financial advisor and after taking into account all legal, financial (including the financing terms of such proposal), regulatory and other aspects of the proposal) is reasonably likely to be consummated (if accepted), except that the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”.

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) From the date hereof of this Agreement until the Effective Time or, if earlier, the valid earlier of termination of this Agreement in accordance with Section 8.1or the Effective Time, the Company shall not, nor shall cause it authorize or permit any of its subsidiaries not to and shall direct its and their respective directors, officers, employeesdirectors or employees or any investment banker, agentsfinancial advisor, investment bankersattorney, attorneysaccountant or other representative or agent retained by it to, accountants and other advisors directly or representatives (collectively, “Representatives”) not toindirectly, (i) initiate, solicit, propose, knowingly assist, initiate or knowingly encourage the submission of any Takeover Proposal (including by way of furnishing informationas defined below) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating regarding, or furnish to any person any nonpublic information with respect to, or take any other action designed or reasonably likely to facilitate any inquiries or the making of any proposal that constitutes a Takeover Proposal; provided, however, that if, at any time prior to the Effective Time, the Company Board of Directors determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's shareholders under applicable law, the Company may, in response to a Takeover Proposal which was not solicited subsequent to the date hereof, and subject to compliance with Section 5.2(c), (x) furnish any non-public information with respect to the Company to any Person person pursuant to a confidentiality agreement with terms no more favorable to such person than the terms of the Confidentiality Agreement (as hereinafter defined) and (y) participate in connection withdiscussions and negotiations regarding such Takeover Proposal. For purposes of this Agreement, "Takeover Proposal" means any Acquisition Proposal inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of a substantial amount of assets of the Company and its Subsidiaries taken as a whole (other than to state that inventory in the terms Ordinary Course of this provision prohibit such discussions or negotiationsBusiness), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other more than an Acceptable Confidentiality Agreement executed a 20% interest in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors total voting securities of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach any tender offer or violation exchange offer that if consummated would result in any person beneficially owning 20% or more of this Section 6.1(a) andany class of equity securities of the Company or any merger, in consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the case of Section 6.1(b) (Company, other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate the transactions contemplated by this Agreement pursuant to Section 8.1(e)(ii)Agreement.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the (a) The Company shall not, nor shall cause it permit any of its subsidiaries not to and to, nor shall direct it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not subsidiaries to, (i) initiate, solicit, propose, knowingly assist, knowingly encourage (including by way solicit or initiate the submission of furnishing information) any takeover proposal or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating toregarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any Person in connection withinquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (other than takeover proposal; provided, however, that prior to state that receipt of the terms Company Shareholder Approval, to the extent required by the fiduciary obligations of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the Company, as determined in good faith by the Board of Directors based on the advice of independent counsel, the Company expressly permitted under may, (A) in response to an unsolicited takeover proposal and subject to compliance with Section 6.1(b4.02(c), furnish information with respect to the Company and its subsidiaries to any person pursuant to a customary confidentiality agreement (as determined by the Company's independent counsel) and discuss such information with such person and (B) upon receipt by the Company of an unsolicited takeover proposal and subject to compliance with Section 4.02(c), participate in negotiations regarding such takeover proposal. For purposes of this Section 4.02, an unsolicited takeover proposal shall mean a proposal not solicited or Section 6.1(c) initiated after the date of this Agreement by the Company or any subsidiary or any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any director, executive officer or employee of the Company or any of its subsidiaries or any investment banker, attorney or other advisor or representative of the Company or any of its subsidiaries, whether or not such person is purporting to act on behalf of the Company or any of its subsidiaries or otherwise, shall not be deemed to be a breach or violation of this Section 6.1(a4.02(a) andby the Company. For purposes of this Agreement, in "takeover proposal" means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of a substantial amount of the case assets of Section 6.1(b) (the Company or any of its subsidiaries, other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate the transactions contemplated by this Agreement pursuant to Section 8.1(e)(ii)Agreement, or of 20% or more of the equity securities of the Company or any of its subsidiaries or any tender offer or exchange offer that if consummated would result in any person beneficially owning 20% or more of any class of equity securities of the Company or any of its subsidiaries, or any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries other than the transactions contemplated by this Agreement.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlierprovided below, the valid termination Principal Stockholders solely in their capacities as stockholders of this Agreement the Company, and not in accordance with Section 8.1, any capacity as a director of the Company shall notwill not and will cause (to the extent they can control the actions of such parties) their officers, shall cause its subsidiaries not to and shall direct its and their respective directors, officers, employees, representatives and other agents, including investment bankers, attorneysattorneys and accountants, accountants and other advisors or representatives (collectively, “Representatives”) not to, (i) initiatedirectly or indirectly, encourage, solicit, propose, knowingly assist, knowingly encourage participate in or initiate (including by way of furnishing or disclosing non-public information) or knowingly take any action designed to facilitate any inquirydiscussions, proposals or offers regardinginquiries, negotiations or the making of any proposals with respect to or concerning any merger, consolidation, share acquisition, asset purchase, share exchange, business combination, tender offer, exchange offer or similar transaction involving the acquisition of all or a substantial portion of the assets of the Company and its Subsidiaries, taken as a whole, or a significant equity interest in (including by way of tender offer), or a recapitalization or restructuring of, the Company (any of those proposed transactions being an "Acquisition Proposal"). Upon execution of this Agreement, the Principal Stockholders will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. The Principal Stockholders will promptly notify the Grantee of the existence of any proposal (and the identity of the Person making it), (ii) engage indiscussion, continue negotiation or otherwise participate in inquiry received by the Principal Stockholders or any discussions with or negotiations of their representatives relating to, or furnish any non-public information to any Person in connection with, any Acquisition Proposal (other than to state that including, without limitation, the terms and conditions thereof) within 48 hours of this provision prohibit such discussions or negotiations)receipt. Notwithstanding the foregoing, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of if the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)5.3 of the Merger Agreement is permitted to participate in negotiations or discussions with, and otherwise communicate with, or furnish information to, a third party, then the Principal Stockholders may also participate in negotiations or discussions with, or furnish information to, such third party, to the same extent, but subject to the same limitations, as the Company.

No Solicitation. Except as expressly permitted by this Section 6.1(a) The Company agrees that it shall immediately cease and cause to be terminated all existing discussions, from negotiations and communications with any Persons with respect to any Acquisition Proposal and request the return of all information provided to any third party pursuant to a confidentiality agreement or otherwise in connection with such discussions, negotiations or communications. From the date hereof of this Agreement until the Effective Time or, if earlier, the valid earlier of termination of this Agreement in accordance with Section 8.1or the Effective Time, the Company shall not, shall cause its subsidiaries not to and shall direct not authorize or permit its and their respective officers, directors, officers, employees, agents, investment bankers, attorneys, accountants and accountants, affiliates or other advisors or representatives agents (collectively, “"Representatives”") not to, to directly or indirectly (i) initiate, solicit, proposeencourage, knowingly assist, knowingly encourage (including by way of furnishing information) --------------- or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any offer or proposal which constitutes or which may be reasonably likely to lead to an Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal, or (iii) in the event of an unsolicited Acquisition Proposal for the Company, engage inin any negotiations or discussions with, continue or provide any information or data to, any Person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal. (b) Notwithstanding the foregoing, nothing contained in this Section 6.3 or elsewhere in this Agreement shall prohibit the Company or the Company Board of Directors (or the Special Committee) from (1) in the event of an unsolicited Acquisition Proposal, requesting all such information from and having such discussions with any Person in connection therewith as may be necessary for the Company Board of Directors (and the Special Committee) to inform themselves fully as to all material terms and conditions (including the price, structure, intended accounting and tax treatment, closing conditions, anticipated closing date, likelihood of consummation, creditworthiness of the intended purchaser and requisite regulatory approvals) of such Acquisition Proposal and providing all such material, non-public information or data with respect to the Company to such Person if (A) prior to providing such information or data and having any such discussions, the Company Board of Directors receives from such Person an executed confidentiality agreement having provisions that are customary in such agreements relative to proposed transactions such as the Acquisition Proposal, as advised by outside legal counsel, and otherwise participate containing terms and provisions no less restrictive than those contained in the Confidentiality Agreement and (B) the Company Board of Directors (and the Special Committee) shall have determined, in good faith after consultation with outside legal counsel, that the failure to take such action, provide such information or data or have discussions for the purpose of becoming so fully informed would be inconsistent with its fiduciary duties under applicable law; provided that, after having determined in good faith, after -------- consultation with outside legal counsel, that each of the Company Board of Directors and the Special Committee is fully informed with respect to the material terms and conditions of such Acquisition Proposal and the proponent thereof, neither the Company nor any of its Representatives shall be permitted to engage in any discussions with or negotiations relating tosuch Person that would violate this Section 6.3, or furnish any non-public information (2) (i) withdrawing, modifying, or qualifying (or publicly proposing to any Person withdraw, modify, or qualify) the recommendation by the Company Board of Directors (and the Special Committee) to the Company's shareholders to vote in connection with, any Acquisition Proposal (other than to state that favor of the terms adoption of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii))Agreement; provided that it is understood the Company Board of -------- Directors (and agreed the Special Committee) shall have determined in good faith, after consultation with outside legal counsel, that any determination the failure to take such action would be inconsistent with its fiduciary duties under applicable law, or action by (ii) making such other disclosure to the Company's shareholders as in the good faith judgment of the Company Board of Directors of (and the Company expressly permitted Special Committee), after consultation with outside legal counsel, is necessary under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)applicable law.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the (a) Company agrees it shall not, and it shall use its best efforts to cause its subsidiaries not to Subsidiaries and shall direct its and their respective Affiliates and officers, directors, officers, employees, agentsaccountants, consultants, legal counsel, investment bankers, attorneys, accountants and other advisors or agents or other representatives (collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) initiate or induce or knowingly take or intentionally facilitate or encourage any action to facilitate any inquiry, proposals or offers regardinginquiry with respect to, or the making making, submission or announcement of, any Acquisition Proposal or any proposal that would reasonably be expected to lead to any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information to any Person in connection with, any information with respect to any Acquisition Proposal (other than except to state that the terms of this provision prohibit such discussions or negotiationsextent specifically permitted pursuant to Section 5.2(c)(i)), (iii) participate or engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, except to notify such Person as to the existence of these provisions, or to the extent specifically permitted pursuant to Section 5.2(c)(ii), (iv) approve, endorse or recommendrecommend any Acquisition Proposal (except to the extent specifically permitted pursuant to Section 5.2(e)), or propose publicly (v) enter into any letter of intent or similar document or any agreement, commitment or understanding contemplating or otherwise relating to approve, endorse or recommend, any Acquisition Proposal or a transaction contemplated thereby (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement except for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with confidentiality agreements specifically permitted pursuant to Section 6.1(b)(iii5.2(c)(i)); provided that . Without limiting the foregoing, it is understood and agreed that any determination or action by the Board of Directors violation of the restrictions set forth in the preceding sentence by any Representatives of Company expressly permitted under Section 6.1(b) or Section 6.1(c) any of its Subsidiaries, whether or not such Person is purporting to act on behalf of Company or any of its Subsidiaries or otherwise, shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii5.2(a).

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) From the date hereof until through the earlier of (i) the Effective Time or, if earlier, or (ii) the valid termination of this Agreement in accordance with Section 8.1its terms, the Company and the Company Subsidiaries shall not, shall cause its subsidiaries not to and shall direct its and not knowingly authorize or knowingly permit any of their respective officers, directors, officers, employees, agents, investment bankers, attorneys, accountants representatives and other advisors or representatives agents (collectively, including any financial advisors) (such persons collectively shall be referred to as the “RepresentativesCompany Group”) not to, directly or indirectly, (iA) solicit, initiate, solicitencourage or take any other action to cooperate in any with respect to, propose, knowingly assist, knowingly encourage or assist in or facilitate (including by way of furnishing non-public information) any inquiries or knowingly take the making of any action to facilitate any inquiry, proposals or offers regardingproposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal, or (B) participate in any discussions or negotiations with, or provide any information to, any person or group of persons (other than Parent, Acquisition Sub or any of their respective Affiliates) concerning any Company Takeover Proposal, or (C) enter into any agreement, arrangement or understanding (including any letter of intent or similar document) involving a Company Takeover Proposal; provided, however, that if the Company receives an unsolicited written proposal for a Company Takeover Proposal from another person, without any member of the Company Group acting or omitting to act in a manner that is inconsistent with this Section 6.4(a), that the Company Board determines in its good faith judgment is reasonably likely to constitute a Superior Takeover Proposal, the Company and its representatives may conduct such discussions or provide such information with respect to the Company and the Company Subsidiaries as the Company shall determine, but only if, prior to such provision of information or discussion (A) the person making the proposal shall have entered into a non-disclosure agreement substantially in the form of the Confidentiality Agreement (and containing additional provisions that expressly permit the Company to comply with the provisions of this Section 6.4) and (B) the Company Board determines in its good faith judgment, after consultation with legal counsel, that it is required to do so for the purpose of exercising its fiduciary duties. The Company shall promptly (and in any event within one day) notify Parent in writing if any member of the Company Group receives a Company Takeover Proposal or any inquiry regarding the making of, any Acquisition or that could reasonably be expected to lead to, a Company Takeover Proposal, (ii) engage in, continue or otherwise participate in including any discussions with or negotiations relating to, or furnish any non-public information to any Person in connection with, any Acquisition Proposal (other than to state that the material terms of any such inquiry or Company Takeover Proposal, and shall keep Parent informed of the status of any such inquiry or Company Takeover Proposal. Nothing contained in this provision Section 6.4 shall prohibit such discussions the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or negotiations)from making any required disclosure to the Company’s stockholders if, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors good faith judgment of the Company expressly permitted Board, after consultation with legal counsel, failure so to disclose would be inconsistent with the exercise of its fiduciary duties or any other obligations under applicable Law. (b) Any violation of the restrictions set forth in Section 6.1(b6.4(a) by any member of the Company Group, whether or Section 6.1(c) not acting on behalf of the Company or any Company Subsidiary, shall not be deemed to be a breach of Section 6.4(a) by the Company. (c) Neither the Company Board nor any committee thereof shall (i) withdraw or violation modify in a manner adverse to Parent or Acquisition Sub, or propose to withdraw or modify in a manner adverse to Parent or Acquisition Sub, the approval or recommendation by the Company Board of this Section 6.1(aAgreement or the Merger, (ii) andapprove any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Company Takeover Proposal or (iii) approve or recommend, or propose to approve or recommend, any Company Takeover Proposal. Notwithstanding the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii).foregoing, but provided always that the provisions of

No Solicitation. Except as expressly permitted by this Section 6.1(a) During the Pre-Closing Period, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company Seller shall not, nor shall cause it authorize, instruct or permit any of its subsidiaries not Affiliates or its or their Representatives, to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not to, (i) solicit, initiate, solicit, propose, knowingly assist, knowingly facilitate or encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiryinquiries, proposals or offers regardingwith respect to, or the making submission of, any Acquisition ProposalAlternative Transaction by any Person (other than Buyer or its Affiliates or their respective Representatives) or any inquiry, proposal or offer that is reasonably likely to lead to an Alternative Transaction, (ii) engage inengage, continue or otherwise participate in any discussions with or negotiations relating regarding, or take any other action intended or reasonably expected to facilitate the making of any inquiry, proposal or offer to Seller that constitutes, or may reasonably be expected to lead to, or furnish any non-public information to Alternative Transaction by any Person in connection with, any Acquisition Proposal (other than Buyer or its Affiliates or their respective Representatives) other than to state that the terms of this provision prohibit such discussions or negotiations)they are not permitted to have discussions, (iii) approveaccept any inquiry, endorse proposal or recommendoffer from any Person (other than Buyer) in respect of an Alternative Transaction, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiateresolve to propose or agree to do any of the foregoing. (b) If, execute during the Pre-Closing Period, Seller or enter intoany of its Representatives receives any inquiries, proposals or offers with respect to or that could reasonably be expected to lead to, or the submission of, any merger agreement, acquisition agreement or other similar definitive agreement for Alternative Transaction by any Acquisition Proposal Person (other than an Acceptable Confidentiality Agreement executed Buyer or its Affiliates or their respective Representatives), Seller shall promptly (and, in accordance any event, within [***]) advise Buyer orally and in writing of any such inquiry, proposal or offer, and subject to any existing confidentiality obligations, the terms and conditions thereof. During the Pre-Closing Period, subject to any existing confidentiality obligations, Seller shall keep Buyer fully informed as to the material details (including material amendments or proposed amendments) of any such inquiry, proposal or offer, and promptly upon receipt or delivery thereof (and, in any event, within [***]), provide Buyer with copies of all documents and written or electronic communications relating to any such inquiry, proposal or offer exchanged between Seller or its Representatives, on the one hand, and the person making any such inquiry, proposal or offer or such person’s Representatives, on the other hand. Seller’s covenant under Section 6.1(b)(iii5.2(a) shall not be relieved or diminished upon the receipt of any such inquiry, proposal or offer. (c) Without limiting Section 5.2(a)); provided that , it is understood and agreed that any determination or action by the Board of Directors violation of the Company expressly permitted under restrictions set forth in Section 6.1(b5.2(a) by any Person covered by Section 5.2(a), whether or Section 6.1(c) not such Person is purporting to act on behalf of Seller, shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b5.2(a) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)by Seller.

No Solicitation. (i) Except as expressly permitted by this set forth in Section 6.1, from the date hereof until the Effective Time or, if earlier6.13(a)(ii) and Section 6.13(a)(iii), the valid termination Company, Swan Sponsor and ManagementCo agree that neither they nor any of this Agreement in accordance with Section 8.1their Subsidiaries, nor any of their respective officers, managers or directors (including the Company Board) shall, and that they shall not, shall instruct and cause its subsidiaries not to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants Affiliates and other advisors or representatives Representatives (collectively, “Representatives”the "Non-Solicit Parties") not to, directly or indirectly: (iA) initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) solicit or knowingly take facilitate or encourage any action to facilitate any inquiry, proposals inquiries or offers discussions regarding, or the making or submission of, any proposal, request or offer that constitutes, or could reasonably be expected to lead to, any Alternative Proposal; (B) approve, endorse, recommend or enter into any contract or agreement in principle, whether written or oral, with any Person (other than Parent and Merger Sub) concerning any letter of intent, memorandum of understanding, acquisition agreement, merger agreement, joint venture agreement, partnership agreement or other similar contract concerning an Alternative Proposal (other than negotiating and entering into a confidentiality and standstill agreement in accordance with Section 6.13(a)(iii)) (an "Alternative Acquisition ProposalAgreement"); (C) terminate, amend, release, modify, or fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar contract entered into by one or more of the Company, Swan Sponsor or ManagementCo in respect of or in contemplation of an Alternative Proposal (iiother than to the extent the Company Board determines in good faith, after consultation with its outside financial and legal advisors, that failure to take any such actions under this Section 6.13(a)(i) (C) would not be in the best interests of the Company's unitholders); (D) conduct, engage in, continue or otherwise participate in any discussions with or negotiations relating to, or regarding any Alternative Proposal; (E) furnish any non-public information relating to any Person of the Company Entities, or afford access to the books or records or Representatives of any of the Company Entities, to any third party that, to the Knowledge of the Company Entities, after consultation with their Representatives, is seeking to or may make, or has made, an Alternative Proposal; or (F) resolve or publicly propose or announce to do any of the foregoing. (ii) Notwithstanding anything to the contrary in connection with, any Acquisition this Agreement and subject to the conditions in Section 6.13(a)(iii) and solely in response to an Alternative Proposal (other than to state that made on or after the terms date of this provision prohibit Agreement by a Person who is not a Prior Bidder or an Affiliate of a Prior Bidder (such Person, an "Eligible Person") and prior to the expiration of the Unitholder Consent Period, the Non-Solicit Parties may, with respect to the Eligible Person that has made such Alternative Proposal: (A) in response to a request therefor by such Eligible Person, provide information or afford access to the books and records or Representatives of any of the Company Entities; and (B) engage or participate in any discussions or negotiations), negotiations with such Eligible Person (and its Representatives) with respect to such Alternative Proposal. (iii) approveThe Company Entities and Swan Sponsor may not take the actions described in Section 6.13(a)(ii) unless, endorse prior to taking any such action: (A) the Company Entities have (1) received from such Eligible Person an executed confidentiality agreement on terms that are no less restrictive than those contained in the Confidentiality Agreement, excluding any standstill provisions (and compliant with the last sentence of Section 6.13(f)) and (2) disclosed to Parent (and, if applicable, contemporaneously provided copies of) any non-public information to be provided to such Eligible Person and any books or recommendrecords to which such Eligible Person will be afforded access, in each case, to the extent not previously provided or propose publicly made available to approveParent or its Representatives; (B) the Company Board has delivered to Parent written notice prior to taking any such action (1) stating that the Company Board intends to take such action, endorse or recommend(2) stating that the Company Board has made the determination set forth in Section 6.13(a)(iii) (C)) and (3) including an unredacted, any Acquisition executed copy of the confidentiality agreement described in Section 6.13(a)(iii)(A)and (C) the Company Board has determined, after consultation with its outside financial and legal advisors, that such Alternative Proposal either constitutes a Superior Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed is reasonably likely to result in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)Superior Proposal.

No Solicitation. Except as expressly permitted by this Section 6.1, from Each of the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company Stockholders agrees that such Stockholder shall not, and, except as set forth in Section 3.4 of the Corporate Partners Disclosure Letter, Corporate Advisors agrees that it shall cause not, nor shall it permit any of its subsidiaries not to and Subsidiaries or Affiliates to, nor shall direct it authorize or permit any of its and their respective officers, directors, officers, employees, agents, investment bankers, attorneys, accountants and other financial advisors or other representatives (collectively, “"Representatives”") not to, (i) initiatedirectly or indirectly, solicit, propose, knowingly assist, knowingly initiate or encourage (including by way of furnishing informationinformation or assistance) or knowingly take any other action to facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal that constitutes or may reasonably be expected to lead to, an Acquisition Proposal from any Third Party, or engage in any discussions or negotiations relating thereto or in furtherance thereof or accept or enter into any agreement with respect to any Acquisition Proposal; provided, however, that, notwithstanding any other provision of this Agreement, if such Stockholder or any representative of Corporate Advisors is a member of the Board of Directors, such Stockholder or representative may take any action in such Person's capacity as a director that the Board of Directors would be permitted to take in accordance with Section 7.10 of the Merger Agreement. Such Stockholder and Corporate Advisors shall immediately cease and cause to be terminated any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by such Stockholder or Corporate Advisors, as the case may be, or any of its Representatives with respect to any of the foregoing. Each such Stockholder and Corporate Advisors shall promptly (but in any event within 24 hours thereafter) notify Acquiror orally and in writing of any Acquisition Proposal or any inquiry which could lead to an Acquisition Proposal, within 24 hours of the receipt thereof, including the identity of the Third Party making any such Acquisition Proposal or inquiry and the material terms and conditions of any Acquisition Proposal, (ii) engage inand if such inquiry or proposal is in writing, continue such Stockholder shall deliver to Acquiror a copy of such inquiry or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information to any Person in connection with, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)proposal.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company (a) Stockholder shall not, and shall cause its subsidiaries not to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives not to, directly or indirectly, (i) (A) solicit, initiate, solicitor propose the making, proposesubmission or announcement of, knowingly assist, or knowingly encourage (including by way of furnishing non-public information) ), or knowingly take any other action to facilitate knowingly facilitate, any inquiryinquiries relating to, proposals or offers regardingthe submission of, or the making of, any Acquisition Proposalproposal the consummation of which would constitute an Alternative Transaction or (B) fail to terminate any direct or indirect solicitation, encouragement, discussions or negotiations with any persons (other than Parent or Merger Sub and their Representatives) that may be ongoing with respect to a proposal for an Alternative Transaction, including terminating all access granted to any such person or its representatives to any physical or electronic dataroom, (ii) engage in, continue participate in or otherwise participate continue any discussions or negotiations, or cooperate in any discussions way with any person (or negotiations group of persons), with respect to any inquiries relating to, or furnish any non-public information to any Person in connection withthe making of, any Acquisition Proposal (other than to state that proposal the terms consummation of this provision prohibit such discussions or negotiations)which would constitute an Alternative Transaction, (iii) approve, endorse amend or recommendgrant any waiver or release under, or propose publicly fail to approve, endorse or recommendenforce, any Acquisition Proposal standstill or similar agreement with respect to any class of equity securities of Company or its Subsidiaries (provided that Company shall be permitted on a confidential non-public basis to release or waive any explicit or implicit standstill or similar agreement solely to the extent necessary to permit the relevant party thereto to submit a proposal for an Alternative Transaction to the Company Board on a confidential nonpublic basis and solely to the extent the Company Board determines in good faith that the failure to do so would be a breach of the Company Board’s fiduciary duties under Applicable Law, so long as Company promptly (and in any event within twenty-four (24) hours) notifies Parent in writing of any such waiver or release) or (iv) negotiateapprove, execute authorize, agree or enter into, publicly announce an intention to do any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the Company expressly permitted under Section 6.1(bforegoing.. (b) During the Support Period Stockholder shall promptly (and, in any event, within twenty-four (24) hours) notify Parent in writing of any request for information, proposal or Section 6.1(cinquiry relating to an Alternative Transaction, the material terms and conditions of such request, proposal or inquiry (including any changes thereto) and the identity of the person making such request, proposal or inquiry. Stockholder shall (i) keep Parent reasonably informed of the status and details (including amendments or proposed amendments) of any such request, proposal or inquiry on a reasonably current basis and (ii) provide to Parent as soon as reasonably practicable after receipt or delivery (but in no event later than twenty-four hours after receipt or delivery) thereof copies of all correspondence and other written materials exchanged between Stockholder or any of its Representatives, on the one hand, and any person making such request or proposal or any of its Representatives, on the other hand, in each case relating to any such request, proposal or inquiry. Notwithstanding the foregoing, Stockholder shall not be deemed required to be a breach notify Parent of any discussions or violation of this Section 6.1(a) and, in negotiations to the case of Section 6.1(b) (other than clause (iv) extent the Company has notified Parent thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii).

No Solicitation. Except as expressly permitted by this Section 6.1(a) Neither Diageo nor any of its Subsidiaries nor any of the officers and directors of any of them shall, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company and Diageo shall not, shall direct and use its reasonable best efforts to cause its subsidiaries not to and shall direct its Subsidiaries' employees, agents and representatives, including any investment banker, attorney or accountant retained by it or any of its Subsidiaries (Diageo, its Subsidiaries and their respective officers, directors, officers, employees, agents, investment bankers, attorneys, accountants agents and other advisors or representatives (collectively, “being the "Diageo Representatives”") not to, directly or indirectly through another Person, (i) initiate, solicit, propose, knowingly assist, knowingly initiate or encourage or otherwise facilitate any inquiries (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information to or otherwise) or the making of any inquiry, proposal or offer from any Person in connection with, any which constitutes an Acquisition Proposal (or would reasonably be expected to lead to an Acquisition Proposal) or (ii) participate in any discussions or negotiations regarding an Acquisition Proposal. For purposes of this Agreement, "Acquisition Proposal" means any direct or indirect inquiry, proposal or offer (or any improvement, restatement, amendment, renewal or reiteration thereof) relating to any direct or indirect acquisition or purchase of any capital stock of or other equity interest in, or any significant portion of the businesses of, any of the Business Entities or a merger, consolidation or other business combination transaction involving the Business Entities or a sale of any significant portion of the assets of the Business Entities, other than the transactions contemplated by this Agreement or as permitted by Section 5.4(a) or requested by General Mills in connection with any actions taken pursuant to state that Section 5.2. (b) Neither General Mills nor any of its Subsidiaries nor any of the terms officers and directo▇▇ ▇▇ any of them shall, and General Mills shall direct and use its reasonable best efforts to cause its a▇▇ ▇▇s Subsidiaries' employees, agents and representatives, including any investment banker, attorney or accountant retained by it or any of its Subsidiaries (General Mills, its Subsidiaries and their respective officers, directors, emp▇▇▇▇▇s, agents and representatives being the "General Mills Representatives") not to, directly or indirectly through anothe▇ ▇▇▇son, (i) solicit, initiate or encourage or otherwise facilitate any inquiries (including by way of furnishing any non-public information or otherwise) or the making of any inquiry, proposal or offer from any Person which constitutes a Business Combination Proposal with respect to General Mills (or would reasonably be expected to lead to such a Business Com▇▇▇▇▇ion Proposal) or (ii) participate in any discussions or negotiations regarding a Business Combination Proposal with respect to General Mills. (c) In addition to the obligations of Diageo and Ge▇▇▇▇▇ Mills set forth in paragraphs (a) and (b), respectively, of this provision prohibit such discussions Sect▇▇▇ ▇.9, Diageo or negotiations)General Mills, as the case may be, shall promptly (iiibut in any event within on▇ ▇▇▇iness Day) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, notify the other orally and in writing of any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for inquiry regarding the making of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed or, with respect to General Mills, any Business Combination Proposal or any inquiry regarding the ▇▇▇▇ng of any Business Combination Proposal, indicating, in accordance connection with Section 6.1(b)(iii)); provided such notice, the name of the Person making such Acquisition Proposal or Business Combination Proposal or inquiry and the terms and conditions of any such Acquisition Proposal or Business Combination Proposal or inquiry. Each of Diageo and General Mills agrees that it is understood shall take the necessary steps promptly to infor▇ ▇▇▇ Subsidiaries and agreed that any determination or action by the Board of Directors Diageo Representatives and General Mills Representatives, respectively, of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of obligations undertaken by ▇▇ ▇n this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)5.9.

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) From the date hereof of this Agreement until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1its terms, the Company shall not, nor shall cause its subsidiaries not to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not it permit any of the Company Subsidiaries to, nor shall it authorize or permit any officer, director or employee of the Company, or any of the Company Subsidiaries to, nor shall it authorize any investment banker, attorney or other advisor or representative of, the Company or any of the Company Subsidiaries to (i) solicit, initiate, solicit, propose, knowingly assist, or knowingly encourage the submission of, any Takeover Proposal (including by way as hereinafter defined), (ii) approve or recommend any Takeover Proposal, enter into any agreement, agreement-in-principle or letter of furnishing informationintent with respect to or accept any Takeover Proposal (or resolve to or publicly propose to do any of the foregoing), or (iii) participate or engage in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or knowingly take any action to facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Takeover Proposal; provided, however, that (x) nothing contained in subclauses (i) or (ii) engage inabove shall prohibit the Company or its Board of Directors from disclosing to the Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or from making any similar disclosure, continue or otherwise participate in any discussions with or negotiations relating toeither case to the extent required by applicable law, or furnish any non-public information to any Person in connection with, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed recommend that the stockholders of the Company tender their Company Common Stock in connection with any such tender or exchange offer unless the Board of Directors of the Company determines in good faith (after receiving the advice of its financial adviser) that such Takeover Proposal is a Superior Proposal; (y) if (under circumstances in which the Company has complied with all of its obligations under this Section 6.10(a)), prior to be this Agreement having been approved by the Required Company Stockholder Vote, the Company receives an unsolicited written Takeover Proposal from a breach third party that the Board of Directors of the Company determines in good faith (after receiving the advice of its financial adviser) is, or violation is reasonably likely to result in, a Superior Proposal, the Company and its representatives may conduct such additional discussions and provide such information as the Board of Directors of the Company shall determine, but only if, prior to such provision of such information or conduct of such additional discussions (A) such third party shall have entered into a confidentiality agreement in customary form that is no less favorable to the Company as the Company Confidentiality Agreement (and containing additional provisions that expressly permit the Company to comply with the provisions of this Section 6.1(a6.10) andand (B) the Board of Directors of the Company determines in its good faith judgment, after consultation with and based upon the advice of outside legal counsel, that it is required to do so in order to comply with its fiduciary duties under applicable law; and (z) at any time prior to this Agreement having been approved by the Required Company Stockholder Vote, and subject to the Company's compliance with its obligations under this Section 6.10(a), the Company's Board of Directors may (i) withdraw (or amend or modify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or amend or modify in a manner adverse to Parent or Merger Sub), the recommendation or declaration of advisability by the Company's Board of Directors of this Agreement, the Merger or the other transactions contemplated by this Agreement and recommend, or publicly propose to recommend any Takeover Proposal, or (ii) to the extent permitted pursuant to and in compliance with Section 8.1(f)(i), allow the Company to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal, in the case of Section 6.1(beither subclause (i) or (ii) of this clause (z) only after (A) the Board of Directors of the Company determines in good faith (after receiving the advice of its financial advisor) that such Takeover Proposal is a Superior Proposal and (B) the Board of Directors of the Company determines in its good faith judgment, after consultation with and based upon the advice of outside legal counsel, that it is required to do so in order to comply with its fiduciary duties under applicable law. The Company shall immediately cease and cause to be terminated and shall cause its affiliates and the Company Subsidiaries and its or their respective officers, directors, employees, representatives or agents, to terminate all existing discussions or negotiations, if any, with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, a Takeover Proposal and will cause any such parties (and their agents or advisors) in possession of confidential information regarding the Company or any of the Company Subsidiaries to return or destroy such information. The Company shall ensure that its officers, directors and key employees and its investment bankers, attorneys and other representatives are aware of the provisions of this Section. (b) For purposes of this Agreement, (i) "Takeover Proposal" shall mean any inquiry, proposal or offer from any Person (other than Parent, Merger Sub or any of their affiliates) relating to any acquisition, merger, consolidation, reorganization, share exchange, recapitalization, liquidation, direct or indirect business combination, asset acquisition or other similar transaction involving the Company or any Company Subsidiary of (A) assets or businesses that constitute or represent 10% or more of the total revenue, operating income, EBITDAX or assets of the Company and its Subsidiaries, taken as a whole, or (B) 10% or more of the outstanding shares of Company Common Stock or any other Company capital stock or capital stock of, or other equity or voting interests in, any of the Company's Subsidiaries directly or indirectly holding, individually or taken together, the assets or business referred to in clause (ivA) thereof) shall not be deemed to give Parent a right to terminate above, in each case other than the transactions contemplated by this Agreement pursuant and (ii) the term "Superior Proposal" means any bona fide written Takeover Proposal to Section 8.1(e)(iieffect a merger, consolidation, reorganization, share exchange, recapitalization, liquidation, direct or indirect business combination, or other similar transaction as a result of which the Company's stockholders cease to own at least 50% of the voting securities of the ultimate parent entity resulting from such transaction or sale of all or substantially all of the assets of the Company, which in any such case is on terms that the Board of Directors of the Company determines in its good faith judgment (after receipt of the advice of its financial advisor and outside counsel), taking into account all relevant factors, including any conditions to such Takeover Proposal, the timing of the closing thereof, the risk of nonconsummation, the ability of the Person making the Takeover Proposal to finance the transaction contemplated thereby, any required governmental or other consents, filings and approvals, (A) would, if consummated, result in a transaction that is more favorable to the Company's stockholders from a financial point of view than the transactions contemplated by this Agreement (including the terms of any proposal by the Parent to modify the terms of the transactions contemplated by this Agreement) and (B) is reasonably likely to be financed and otherwise completed without undue delay.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the (a) The Company shall not, and shall cause its subsidiaries not to and shall direct its Subsidiaries and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives not to, directly or indirectly through another Person or otherwise: (i) solicit, initiate, solicitapprove, proposeendorse, knowingly assistrecommend or encourage, knowingly encourage or take any other action designed to, or which could reasonably be expected to, result in or facilitate any inquiry or the making or announcement of any proposal or offer that constitutes, or that would reasonably be expected to lead to, a Takeover Proposal or the making or consummation thereof (including by way of furnishing information) information or knowingly take entering into any action to facilitate any inquiryform of agreement, proposals arrangement or offers regarding, or the making of, any Acquisition Proposalunderstanding), (ii) engage inenter into, continue or otherwise participate in any discussions with or negotiations relating regarding, or provide to any Person any information, or otherwise cooperate in any way with, any Takeover Proposal, or (iii) approve or recommend, or propose to approve or recommend, or consummate, execute or enter into any letter of intent, memorandum of understanding or agreement in principle (whether or not binding), or any merger agreement, acquisition agreement, exchange agreement, option agreement, joint venture agreement, partnership agreement or other Contract, constituting or related to, or furnish any non-public information that is intended to any Person in connection with, any Acquisition or could reasonably be expected to lead to a Takeover Proposal (other than confidentiality agreements contemplated by this Section 7.11), (iv) waive, terminate, modify or fail to state enforce any provision of any confidentiality or standstill obligation of any Person other than Parent, or (v) propose publicly or resolve to agree to do any of the foregoing. Notwithstanding the foregoing, at any time prior to receipt of the Company Stockholder Approval, in response to an unsolicited bona fide written Takeover Proposal (which was not obtained as a result of breach of this Section 7.11, if, and only if, the Board of Directors of the Company reasonably determines in good faith (after consultation with outside counsel and Cormark or a financial advisor of nationally recognized reputation in Canada or the United States) (1) that such Takeover Proposal would, if consummated in accordance with its terms, constitute, or is reasonably likely to lead to, a Superior Proposal, and (2) that the terms of failure to take such action would cause it to violate its fiduciary duties, then the Company may, provided that the Company has strictly complied with this provision prohibit Section 7.11, (A) provide information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) and (B) participate in discussions or negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal; provided that (x) before providing any such information or participating in any such discussions or negotiations, the Company first enters into a confidentiality agreement with the Person proposing such Takeover Proposal on terms substantially similar to, and no less favorable to the Company than, those contained in the confidentiality agreement between the Parent and the Company dated February 27, 2009, (or, if there is already a confidentiality agreement in place between the Company and such Person, such confidentiality agreement is amended to satisfy the requirements of clauses (x) and (y) of this sentence), (iiiy) such confidentiality agreement does not restrict or impede upon the ability of the Company to satisfy its obligations under this Agreement, and (z) all information provided to such Person either has previously been provided to Parent or is provided to Parent prior to or concurrent with the time it is provided to such Person. (b) The Company shall, and shall cause its Subsidiaries and its and their Representatives to, immediately (i) cease and cause to be terminated all existing discussions or negotiations with any Person with respect to any potential or actual Takeover Proposal and (ii) terminate all physical and electronic dataroom access previously granted to any such Person or its Representatives. The Company shall immediately request the return or destruction of all information provided to any third parties who have entered into a confidentiality agreement with the Company relating to a potential or actual Takeover Proposal and shall use its best efforts to ensure that such requests are honored. (c) Subject only to Section 7.11(e), neither the Board of Directors of the Company nor any committee thereof shall: (i) (w) withhold, withdraw (or not continue to make), amend, modify or qualify (or resolve or propose publicly to do any of the foregoing) the Company Recommendation, or cause or permit the Company Board Recommendation to be less than unanimous, or (x) if a Takeover Proposal shall have been made to the holders of Company Common Stock or any Person shall have publicly announced an intention to make a Takeover Proposal, fail to publicly recommend against such Takeover Proposal (provided it is not a Superior Proposal) and to publicly reaffirm the Company Recommendation by press release within 2 Business Days of the Takeover Proposal having been made or publicly announced, as applicable (or in the event that the Company Stockholder Meeting is scheduled to occur within such 2-Business Day period, prior to the time of such meeting), or (y) approve, endorse adopt or recommend, or propose publicly to approve, endorse adopt or recommend to the stockholders of the Company, any Takeover Proposal, or (z) take any other action or make any public statement in connection with the Company Recommendation, the Company Stockholder Approval or the Company Stockholder Meeting that is in any manner adverse to the Company Recommendation (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) (it being understood and agreed that a “stop, look and listen” communication by the Board of Directors to the stockholders of the Company pursuant to Rule 14d−9(f) of the Exchange Act, on no more than one (1) occasion with respect to any publicly announced Takeover Proposal (unless such publicly announced Takeover Proposal shall have been materially modified by way of a public announcement in good faith), shall not constitute a Company Adverse Recommendation Change), or (ii) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow the Company or any Acquisition Proposal or (iv) negotiate, of its Subsidiaries to execute or enter into, any merger agreementContract, acquisition commitment, arrangement, understanding, in each case whether written or oral (with the sole exception of a confidentiality agreement referred to in Section 7.11(a)) or other similar definitive agreement any tender offer constituting or related to, or that is intended to or could reasonably be expected to lead to, any Takeover Proposal. (d) The Company shall immediately notify Parent, at first orally and then promptly (and in any event within 24 hours) in writing, of (i) any Takeover Proposal or inquiry or request that the Company reasonably believes could be expected to relate or lead to a Takeover Proposal, in each case received after the date hereof, or any amendments to the foregoing, or (ii) any request for non-public information relating to the Company or any Acquisition of its Subsidiaries in connection with any Takeover Proposal or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person, in each case, of which any of its or its Subsidiaries’ officers, directors, employees, Representatives or agents are or become aware. Such notice shall include the identity of the Person making the Takeover Proposal, inquiry or request, a description of the material terms and conditions of any such Takeover Proposal, inquiry or request or amendment and shall include a copy of any written material received from or on behalf for such Person. The Company shall keep the Parent fully informed at all times of any change to the material terms of any such Takeover Proposal (other than an Acceptable Confidentiality Agreement executed as amended, if applicable), inquiry or request. (e) Subject to Section 7.11(f), the Company covenants that it will not accept, approve or recommend, or enter into any Contract, commitment, arrangement, understanding, in accordance each case whether written or oral in respect of a Takeover Proposal (with the sole exception of a confidentiality agreement referred to in Section 6.1(b)(iii7.11(a)); , terminate this Agreement, or make a Company Adverse Recommendation Change unless: (i) the Takeover Proposal constitutes a Superior Proposal; (ii) the Company has strictly complied with its obligations under this Section 7.11 and has provided that it is understood the Parent with a copy of the Superior Proposal (together with copies of all other documentation relating to and agreed that detailing the Superior Proposal, including a copy of any determination confidentiality or action by standstill agreement between the Company or any of its Subsidiaries and the Person making the Superior Proposal, or any of its affiliates, if not previously delivered, and written notice from the Board of Directors of the Company expressly permitted regarding the value in financial terms that the Board of Directors of the Company in consultation with its financial advisors determined should be ascribed to any non-cash consideration offered under the said Superior Proposal); (iii) a period (the “Negotiation Period”) of five (5) Business Days shall have elapsed starting at 12:01 a.m. New York time on the Business Day following the date on which the Parent received the last to be delivered of written notice from the Board of Directors of the Company that the Board of Directors of the Company determined, subject only to compliance with Sections 7.11(d) and (e), to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal and the documentation referred to in Section 6.1(b7.11(e)(ii) and ending at 11:59 p.m. New York time on the fifth (5th) Business Day thereafter; and (iv) the Company has paid the Termination Fee prescribed by Section 9.3. (f) During the Negotiation Period, Parent may make, at its option and without derogating from its rights pursuant to any other provision or Section 6.1(cthis Agreement, a counter-proposal. During the Negotiation Period the Company shall, and shall instruct its financial and legal advisors to, negotiate with Parent in good faith to attempt to make such adjustments in the terms and conditions of this Agreement as will enable the Company to proceed with this Agreement. If the Board of Directors of the Company (after consultation with its independent financial advisor and independent outside legal counsel) shall not be deemed reasonably determines in good faith that such counterproposal by Parent is such that the Takeover Proposal previously constituting a Superior Proposal ceases to be a breach Superior Proposal, then the Board of Directors of the Company shall forthwith cease all discussions or violation negotiations with respect to such Takeover Proposal except to communicate with the Person making such Takeover Proposal that the Takeover Proposal has been matched pursuant to a prior agreement or a proposal has been made to the Company which causes the Takeover Proposal to no longer be a Superior Proposal and the Board of Directors of the Company shall recommend Parent’s counter-proposal to its stockholders. For greater certainty, the Board of Directors will advise the Parent and otherwise negotiate with the Parent in such manner as will afford the Parent reasonable opportunity to revise any counter-proposal by the Parent which the Board of Directors determines would not result in the Superior Proposal ceasing to be a Superior Proposal such that after such revision of the counter-proposal the Superior Proposal will cease to be a Superior Proposal. Each successive amendment to any Takeover Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Common Stockholders or any other material terms or conditions thereof shall constitute a new Takeover Proposal for the purposes of Sections 7.11(d) and (e) and the Parent shall be afforded a new full Negotiation Period in respect of each such Takeover Proposal. (g) Nothing contained in this Section 6.1(a7.11 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a)(2) or (3) under the Exchange Act or making a statement required under Rule 14d-9 under the Exchange Act and, to the extent referred to therein, Item 1012(a) of Regulation M-A under the Exchange Act; provided, however, that (i) compliance with such rules shall in no way limit or modify the case effect that any such action pursuant to such rules has under this Agreement (including, if applicable, the right of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)9.1(e) and (ii) in no event shall the Company or its Board of Directors or any committee thereof take, or agree or resolve to take, any action prohibited by this Section 7.11. (h) The Company shall ensure that its Representatives and the Representatives of each of its Subsidiaries are aware of the restrictions described in this Section 7.11 as reasonably necessary to avoid violations thereof. It is understood that any violation of the restrictions set forth in this Section 7.11 by any Representatives of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 7.11 by the Company.

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) From and after the date hereof of this Agreement until the Effective Time or, if earlier, the valid or termination of this Agreement in accordance with Section 8.1pursuant to Article VII, the Company shall will not, shall cause nor will it authorize or permit any of its subsidiaries not to and shall direct its and their respective officers, directors, officersaffiliates or employees or any investment banker, employeesattorney or other advisor or representative retained by any of them to, agents, investment bankers, attorneys, accountants and other advisors directly or representatives (collectively, “Representatives”) not toindirectly, (i) solicit, initiate, solicitencourage or induce the making, proposesubmission or announcement of any Acquisition Proposal (as defined below), knowingly assist(ii) participate in any discussions or negotiations regarding, knowingly encourage (including by way of furnishing information) or knowingly furnish to any person any information with respect to, or take any other action to facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iiiii) engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information person with respect to any Person in connection with, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations)Proposal, (iiiiv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, recommend any Acquisition Proposal or (ivv) negotiateenter into any letter of intent or similar document or any contract, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for commitment contemplating or otherwise relating to any Acquisition Proposal Transaction (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)as defined below); provided provided, however, that it is understood and agreed that any determination or action by nothing contained in this Section -------- ------- 5.4 shall prohibit the Board of Directors of Company (i) from complying with Rule 14d-9 or 14e-2(a) promulgated under the Company expressly permitted under Section 6.1(b) Exchange Act with regard to a tender or Section 6.1(c) shall exchange offer not be deemed to be a breach or made in violation of this Section 6.1(a5.4 or (ii) from, in response to an unsolicited, bona fide written Acquisition Proposal that Company's Board of Directors reasonably concludes constitutes a Superior Proposal (as defined below), engaging in discussions and negotiations with and furnishing information to the party making, or recommending to Company's shareholders (and, in conjunction with such recommendation, withdrawing its recommendation of the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed Merger), such Acquisition Proposal to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii).the

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company shall The Stockholder will not, shall and will cause its subsidiaries not to Affiliates (other than the Company), and shall direct its and their respective officers, directors, officers, employees, agentspartners, investment bankers, attorneys, accountants and other advisors or agents and representatives of the Stockholder and such affiliates (collectivelysuch Affiliates, “officers, directors, employees, partners, investment bankers, attorneys, accountants and other agents and representatives of any person are hereinafter collectively referred to as the 3 "Representatives”" of such person) not to, directly or indirectly (other than with Parent and its representatives in connection with the Merger), (i) initiate, solicit, propose, knowingly assist, knowingly initiate or encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, inquiries or the making of, of any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions proposal with or negotiations relating to, or furnish any non-public information respect to any Person in connection with, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (ivii) negotiatenegotiate or otherwise engage in discussions with any Person with respect to any Acquisition Proposal, execute or which may reasonably be expected to lead to a proposal for an Acquisition Proposal, or enter into, into any merger agreement, acquisition arrangement or understanding (including any letter of intent, agreement in principle or similar agreement) with respect to any such Acquisition Proposal. The Stockholder will promptly advise Parent of any inquiries or proposals received by, and any information requested from, or any negotiations or discussions sought to be initiated or continued with agents or representatives of the foregoing, in each case from a person (other similar definitive agreement for than Parent and its representatives) with respect to an Acquisition Proposal, and a reasonable summary of the terms thereof, including the identity of such third party, including any financing arrangement or commitment in connection therewith. The Stockholder will, and will cause its Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any parties conducted heretofore with respect to any Acquisition Proposal (relating to the Company, other than an Acceptable Confidentiality Agreement executed in accordance discussions or negotiations with Section 6.1(b)(iii)); provided that it is understood Parent and agreed that any determination or action by the Board of Directors of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)its affiliates.

No Solicitation. Except as expressly permitted by this Section 6.1, from From and after the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement pursuant to Section 7 hereof, Shareholder, in accordance with Section 8.1his, the Company her or its capacity as a shareholder of PBHC, shall not, nor shall cause Shareholder in such capacity authorize any shareholder, member, partner, officer, director, advisor or representative of Shareholder or any of his, her or its subsidiaries affiliates to (and, to the extent applicable to Shareholder, such Shareholder shall use commercially reasonable efforts to not to and shall direct permit any of his, her or its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors representatives or representatives (collectively, “Representatives”) not affiliates to), (ia) initiate, solicit, proposeinduce or knowingly encourage, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iib) engage in, continue or otherwise participate in any discussions with or negotiations relating toregarding any Acquisition Proposal, or furnish any non-public information furnish, or otherwise afford access, to any Person person (other than CenterState) any information or data with respect to PBHC or otherwise relating to an Acquisition Proposal, (c) enter into any agreement, agreement in connection withprinciple, any letter of intent, memorandum of understanding or similar arrangement with respect to an Acquisition Proposal, (d) solicit proxies with respect to an Acquisition Proposal (other than the Merger and the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to state that interfere with or inhibit the timely consummation of the Merger in accordance with the terms of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommendthe Merger Agreement, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (ive) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination initiate a shareholders’ vote or action by consent of PBHC’s shareholders with respect to an Acquisition Proposal. For avoidance of doubt, the parties acknowledge and agree that nothing in this Agreement shall limit or restrict Shareholder or any of his, her or its affiliates who is or becomes during the term hereof a member of the Board of Directors or an officer of PBHC or any of its Subsidiaries from acting, omitting to act or refraining from taking any action, solely in such person’s capacity as a member of the Company expressly permitted Board of Directors or as an officer of PBHC (or as an officer or director of any of its Subsidiaries) consistent with his or her fiduciary duties in such capacity under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)applicable law.

No Solicitation. Except as expressly permitted by this Section 6.1, from From and after the date hereof until the Effective Time or, if earlierExpiration Date, the valid termination Shareholder, solely in his, her or its capacity as a shareholder of this Agreement in accordance with Section 8.1Seller, the Company shall not, nor shall cause such Shareholder authorize any partner, officer, director, advisor or representative of, such Shareholder or any of his, her or its subsidiaries not affiliates to and (and, to the extent applicable to the Shareholder, such Shareholder shall direct use reasonable best efforts to prohibit any of his, her or its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors representatives or representatives (collectively, “Representatives”) not affiliates to), (ia) initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) induce or knowingly encourage, or take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition ProposalTransaction, (iib) engage in, continue or otherwise participate in any discussions with or negotiations relating toregarding any Acquisition Transaction, or furnish any non-public information furnish, or otherwise afford access, to any Person in connection with, any Acquisition Proposal person (other than Buyer) any information or data with respect to state Seller or any Seller Subsidiary or otherwise relating to an Acquisition Transaction, (c) enter into any agreement, agreement in principle or letter of intent with respect to an Acquisition Transaction, (d) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Acquisition Transaction (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of this provision prohibit such discussions or negotiations)the Merger Agreement, (iiie) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination initiate a shareholders’ vote or action by the Board consent of Directors Seller’s shareholders with respect to an Acquisition Transaction, or (f) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Company expressly permitted under Section 6.1(bExchange Act) or Section 6.1(c) with respect to any voting securities of Seller that takes any action in support of an Acquisition Transaction. The provisions hereof shall not be deemed apply to be action taken by the Shareholder in his or her capacity as a breach director or violation officer of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)Seller or Seller Bank.

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) From the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1until the Closing, the Company Sellers, shall not, and shall cause its subsidiaries not to their Representatives and shall direct its the Company, the Bank and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives not to, directly or indirectly: (i) solicit, initiate, solicitendorse, propose, knowingly assist, or knowingly encourage or facilitate (including by way of furnishing non-public information) or knowingly take any action to facilitate any inquiry, proposals proposal or offers regardingoffer with respect to, or the making or completion of, any Acquisition Proposal, or any proposal, offer or substantive inquiry that is reasonably likely to lead to any Acquisition Proposal, (ii) engage inenter into, facilitate, continue or otherwise participate in any discussions with or negotiations relating toregarding, or furnish to any non-public Person any confidential or nonpublic information or data or afford access to the business, directors, officers, employees, properties, facilities, assets, contracts, books or records of the Company or the Bank to any Person in connection with, with any Acquisition Proposal Proposal, (iii) enter into any agreement relating to any Acquisition Proposal, (iv) waive, terminate, modify or fail to enforce any provision of any “standstill” or similar obligation of any Person (other than Buyer) with respect to state that the terms of this provision prohibit such discussions Company or negotiations)the Bank, or (iiiv) approve, endorse or recommendauthorize, or propose publicly commit or agree to approve, endorse or recommenddo, any Acquisition Proposal or (iv) negotiateof the foregoing. Without limiting the foregoing, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination violation of the restrictions set forth in the preceding sentence by any Representative of Sellers, the Company or action the Bank shall be a breach of this Section 6.10(a) by Sellers. Sellers, the Company and the Bank shall, and shall cause their respective Representatives to, (A) immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal, (B) terminate access to any physical or electronic data rooms relating to any potential Acquisition Proposal, and (C) request the prompt return or destruction of all confidential information previously furnished in connection therewith. (b) Neither the Boards of Directors of Sellers, including any applicable committees of the Boards of Directors of Sellers, nor the Board of Directors of the Bank , nor any committees of any the foregoing, shall (i) adopt, approve, recommend, endorse or otherwise declare advisable the adoption of any Acquisition Proposal or (ii) cause or permit Sellers or the Bank to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement relating to the Company expressly permitted under Section 6.1(bor the Bank. (c) or Section 6.1(c) shall not be deemed In addition to be a breach or violation the obligations of Sellers and the Bank set forth in the foregoing provisions of this Section 6.1(a6.10, on and after the date hereof, Sellers and the Bank shall promptly (and in any event within 24 hours of receipt) andadvise Buyer orally and in writing in the event any Sellers or the Bank or their respective Representatives receives (i) any Acquisition Proposal, (ii) any proposal, offer or substantive inquiry or request for information with respect to, or that could reasonably be expected to result in, an Acquisition Proposal, or (iii) any request to engage in discussions or negotiations that are reasonably likely to lead to, or that contemplate or relate to, an actual or potential Acquisition Proposal, in each case which notice shall include a summary of the case material terms and conditions of Section 6.1(bsuch Acquisition Proposal or request, the identity of the Person making any such Acquisition Proposal, inquiry, offer, proposal or request for information and a copy of any Acquisition Proposal, inquiry, offer, proposal or request for information made in writing (and any proposed agreements related thereto) and a summary of the terms and conditions of any Acquisition Proposal, inquiry, offer, proposal or request for information not made in writing. (other than clause (ivd) thereof) Each of Sellers and the Bank shall not be deemed enter into any Contract with any Person subsequent to give Parent a right to terminate the date of this Agreement pursuant that prohibits any of Sellers or the Bank from providing the information contemplated by this Section 6.10 to Buyer or otherwise limits or impairs any of Sellers' or the Bank's or their respective Representatives' ability to comply with their respective obligations in this Section 8.1(e)(ii)6.10.

No Solicitation. Except as expressly permitted by this Section 6.1, from From and after the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1Agreement, the Company shall notneither CNB, shall cause its subsidiaries not to and shall direct its and nor any CNB Subsidiary, nor any of their respective officers, directors, officers, employees, agentsrepresentatives, agents and affiliates (including, without limitation, any investment bankersbanker, attorneysattorney or accountant retained by CNB or any of the CNB Subsidiaries), accountants and other advisors will, directly or representatives (collectivelyindirectly, “Representatives”) not to, (i) initiate, solicit, propose, knowingly assist, solicit or knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information or assistance) any inquiries or the making of any proposal that constitutes, or may reasonably be expected to any Person in connection withlead to, any Acquisition Proposal (other than to state that the terms of this provision prohibit such as defined below), or enter into or maintain or continue discussions or negotiations), (iii) approve, endorse negotiate with any Person in furtherance of such inquiries or recommend, or propose publicly to approve, endorse or recommend, any obtain an Acquisition Proposal or (iv) negotiateagree to or endorse any Acquisition Proposal, execute or enter intoauthorize or permit any of its officers, directors, or employees or any merger agreementof its Subsidiaries or any investment banker, acquisition agreement financial advisor, attorney, accountant or other similar definitive agreement for representative retained by any Acquisition Proposal of its Subsidiaries to take any such action, and CNB shall notify NBT orally (within one business day) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which CNB or any of its Subsidiaries or any of its officers, directors or employees, or, to CNB’s Knowledge, investment bankers, financial advisors, attorneys, accountants or other than an Acceptable Confidentiality Agreement executed representatives of CNB may receive relating to any of such matters, provided, however, that nothing contained in accordance with this Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by 6.10 shall prohibit the Board of Directors of CNB from (i) complying with its disclosure obligations under federal or state law; or (ii) furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal, if, and only to the Company expressly permitted under Section 6.1(bextent that, (A) or Section 6.1(c) shall not be deemed to be a breach or violation the Board of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii).Directors of

No Solicitation. Except as expressly otherwise contemplated or permitted by this the Merger Agreement, and subject to Section 6.16 hereof, from during the date hereof until the Effective Time orSupport Period, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company Shareholder shall not, and shall cause its subsidiaries not permit any attorney or other representative retained by Shareholder to, directly or indirectly, (a) take any of the actions prohibited by Section [6.09(a)] of the Merger Agreement that Suncrest has agreed not to take, or (b) participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Suncrest Common Stock in connection with any matter described in Section 2(a) of this Agreement, other than to recommend that shareholders of Suncrest vote in favor of the adoption and shall direct its approval of the Merger Agreement and their respective directorsthe Merger, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”c) not to, (i) otherwise initiate, solicit, proposeinduce or knowingly encourage, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, or (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating toregarding any Acquisition Proposal, or furnish any non-public information furnish, or otherwise afford access, to any Person in connection with, any Acquisition Proposal (other than Parent or Citizens) to state that any information or data with respect to Suncrest relating to an Acquisition Proposal. Shareholder agrees immediately to cease and cause to be terminated any activities, discussions or negotiations conducted before the terms date of this provision prohibit such discussions Agreement with any Persons other than Parent or negotiations), (iii) approve, endorse or recommend, or propose publicly Citizens with respect to approve, endorse or recommend, any possible Acquisition Proposal or (iv) negotiate, execute or enter into, and will use Shareholder’s commercially reasonable efforts to inform any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action representative retained by the Board of Directors Shareholder of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed obligations undertaken by Shareholder pursuant to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)4.

No Solicitation. Except as expressly permitted by this Section 6.1, from Until the earlier of the Closing or the date hereof until the Effective Time or, if earlier, the valid of termination of this Agreement in accordance with pursuant to the provisions of Section 8.1, neither the Company shall notnor any Shareholder will take, shall cause nor will the Company permit any of the Company’s representatives to take, any of the following actions with any Person other than the Purchaser and its subsidiaries not designees: (a) solicit, encourage, initiate, entertain, accept receipt of, or review any proposals or offers from, or participate in or conduct discussions with or engage in negotiations with, any Person relating to and shall direct any offer or proposal, oral, written or otherwise, formal or informal, with respect to any possible Business Combination with the Company (a “Competing Proposed Transaction”), (b) provide information with respect to the Company to any Person(other than the Purchaser) relating to (or which the Company believes would be used for the purpose of formulating an offer or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Business Combination with the Company, (c) agree to, enter into a Contract with any Person(other than the Purchaser) providing for, or approve a Business Combination with the Company or (d) authorize or permit any of the Company’s representatives to take any such action. The Company will notify the Purchaser immediately after receipt by the Company (or any of its and their respective officers, directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or other representatives) of any proposal for or inquiry respecting any Competing Proposed Transaction, or any request for nonpublic information in connection with such proposal or inquiry or for access to the Assets and Properties, Books and Records of the Company by any Person or entity that informs or has informed the Company that it is considering making or has made such a proposal or inquiry. Such notice to the Purchaser shall indicate in reasonable detail the identity of the Person making such proposal or inquiry and the terms and conditions of such proposal or inquiry. The Company (and its officers, directors, employees, agents, advisors or other representatives) immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Proposed Transaction. The Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party. The Company agrees that it will use commercially reasonable efforts to promptly inform its officers, directors, key employees and representatives (collectivelyof the obligations undertaken in this Section 4.2. Nothing in this Section 4.2 shall permit the Company to terminate this Agreement. The Company, “Representatives”) not to, each Shareholder and the Purchaser each acknowledge that this Section 4.2 was a significant inducement for the Purchaser to enter into this Agreement and the absence of such provision would have resulted in either (i) initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) a material reduction in the consideration to be paid to the Shareholders in the Acquisition or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information a failure to any Person in connection with, any Acquisition Proposal (other than induce the Purchaser to state that the terms of enter into this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)Agreement.

No Solicitation. Except as expressly permitted by this Section 6.1, from From and after the date hereof until the Effective Time or, if earlierExpiration Date, the valid termination Shareholder, in his capacity as a shareholder of this Agreement the Company, shall not, nor shall the Shareholder authorize any Representative of the Shareholder or any of his affiliates, other than the Company in accordance with Section 8.1the terms of the Merger Agreement, to (and, to the extent applicable to the Shareholder, the Shareholder shall not permit any of his Representatives or affiliates, other than the Company shall notin accordance with the terms of the Merger Agreement, shall cause its subsidiaries not to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives to) (collectively, “Representatives”) not to, (ia) initiate, solicit, propose, encourage or knowingly assist, knowingly encourage facilitate (including by way of furnishing providing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition inquiry, offer or proposal (whether firm or hypothetical) relating to, or could reasonably be expected to lead to, a Competing Proposal, (iib) engage in, continue or otherwise participate in have any discussions with or negotiations relating to, provide any information or furnish data with respect to Bridge or any non-public information of its Subsidiaries to any Person (other than WAL) relating to any Competing Proposal, or engage in connection withany negotiations concerning a Competing Proposal, (c) enter into any Acquisition agreement, agreement in principle or letter of intent with respect to a Competing Proposal, (d) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) with respect to a Competing Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to state that interfere with or inhibit the timely consummation of the Merger in accordance with the terms of this provision prohibit such discussions or negotiations)the Merger Agreement, (iiie) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination initiate a shareholders’ vote or action by consent of the Board Company’s shareholders with respect to a Competing Proposal, or (f) except by reason of Directors this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be that takes any action in support of a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)Competing Proposal.

No Solicitation. Except (a) Until such time as expressly permitted by this Agreement shall be terminated pursuant to Article VIII, no Seller Party shall directly or indirectly solicit, initiate, encourage or entertain any inquiries or proposals from, discuss or negotiate with or provide any nonpublic information to, any Person (other than the Buyer Parties) relating to any purchase of the stock of the Company or all or a substantial portion of the assets of the Company (other than in the Ordinary Course of Business) (such purchase being referred to herein as an “Acquisition Transaction”). (b) Notwithstanding the provisions of Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination 5.8(a) or any other provision of this Agreement in accordance Agreement, after complying with Section 8.15.8(c), any Seller Party may, in response to an unsolicited bona fide non-binding offer or proposal with respect to an Acquisition Transaction (an “Acquisition Proposal”) from a Person or group of Persons (a “Potential Acquirer”) that the Company shall notParent’s Board of Directors determines, shall cause in good faith and after consultation with and consideration of the views of its subsidiaries not independent financial advisors and legal counsel, could lead to a Superior Transaction, furnish confidential or nonpublic information to, and shall direct its engage in discussions and their respective directorsnegotiate with, officerssuch Potential Acquirer. For purposes of this Agreement, employees“Superior Transaction” means an Acquisition Transaction that the Parent’s Board of Directors determines, agentstaking into account all legal, investment bankersfinancial, attorneys, accountants regulatory and other aspects of the proposal, in its good faith judgment and after consultation with and consideration of the views of its independent financial advisors or representatives (collectively, “Representatives”) not toand legal counsel, (i) initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action is reasonably likely to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition Proposal, be consummated and (ii) engage inwould, continue if consummated, be more favorable to the Parent or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information to any Person in connection with, the Parent’s stockholders than the transactions contemplated by this Agreement. (c) The Parent shall notify the Buyer Parties of the terms of any Acquisition Proposal within forty-eight (other than to state that the terms 48) hours of this provision prohibit such discussions receipt or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors awareness of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation same by any executive officer of this Section 6.1(a) and, in any of the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)Parent.

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) From and after the date hereof and continuing --------------- until the Effective Time orthis provision terminates pursuant to Section 5 hereof, if earlierneither AYR nor Shareholder shall directly or indirectly, the valid termination of this Agreement in accordance with Section 8.1, the Company shall not, shall cause its subsidiaries not to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not to, (i) initiate, solicit, propose, knowingly assist, knowingly solicit or encourage (including by way of furnishing information) non- public information or knowingly assistance), or take any other action to facilitate facilitate, any inquiry, proposals or offers regarding, inquiries or the making of, of any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating toproposal that constitutes, or furnish any non-public information may reasonably be expected to any Person in connection withlead to, any Acquisition Proposal with respect to the Company or enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain such an Acquisition Proposal or agree to or endorse any such Acquisition Proposal, and Shareholder shall promptly notify URI orally (in all events within 24 hours) and in writing (as promptly thereafter as practicable) of the material terms and status of all inquiries and proposals which Shareholder or any agent of Shareholder may receive after the date hereof relating to any of such matters and, if such inquiry or proposal is in writing, Shareholder shall deliver to URI a copy of such inquiry or proposal promptly; provided, however, that, notwithstanding any other than to state provision of this -------- ------- Agreement, Shareholder, as a member of the board of directors of the Company, may take any action in his capacity as a director that the terms board of this provision prohibit such directors of the Company would be permitted to take in accordance with Sections 5.7 and 7.1 of the Merger Agreement. Shareholder will immediately cease and cause to be terminated any existing activities, discussions or negotiations), with any parties conducted heretofore with respect to any of the foregoing. (iiib) approveURI acknowledges that this Agreement is entered into by the Shareholder in his capacity as a beneficial owner, endorse through AYR, of the Shares, and that nothing in this Agreement shall in any way restrict or recommendlimit the Shareholder from taking any action in his capacity as a director or officer of USR or otherwise fulfilling his fiduciary obligations as a director or officer of USR, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed notwithstanding that any determination such action would be inconsistent with or action by the Board violative of Directors his obligations under this Agreement if taken in his capacity as a beneficial owner, through AYR, of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)Shares.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the (a) The Company shall not, nor shall cause it permit any of its subsidiaries not to and to, nor shall direct it authorize or permit any director, officer or employee of the Company or any of its and their respective directorssubsidiaries or any investment banker, officersattorney, employeesaccountant or other advisor or representative of the Company or any of its subsidiaries to, agents, investment bankers, attorneys, accountants and other advisors directly or representatives (collectively, “Representatives”) not toindirectly, (i) initiate, solicit, proposeinitiate or encourage, knowingly assistor take any other action to facilitate, knowingly encourage any Takeover Proposal (including by way of furnishing informationas defined below) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition Proposal, (ii) engage inenter into, continue or otherwise participate in any discussions with or negotiations relating regarding, or furnish to any person any information with respect to, or furnish otherwise cooperate in any non-public information to any Person in connection way with, or assist or participate in any Acquisition Proposal effort or attempt by any person with respect to, any Takeover Proposal; PROVIDED that at any time prior to the acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer (other than to state that the terms of this provision prohibit such discussions or negotiations"SPECIFIED DATE"), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the Company expressly permitted under Section 6.1(bmay, in response to a Superior Proposal (as defined below) or Section 6.1(c) shall a bona fide Takeover Proposal that such Board of Directors determines in good faith is reasonably likely to lead to a Superior Proposal (a "LIKELY SUPERIOR PROPOSAL"), in each case that was unsolicited and that did not be deemed to be otherwise result from a breach or violation of this Section 6.1(a4.02, and subject to compliance with Section 4.02(c), (x) and, in furnish information with respect to the case of Section 6.1(bCompany and its subsidiaries to the person making such Superior Proposal or Likely Superior Proposal (and its representatives) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(iia customary confidentiality agreement (which confidentiality agreement contains terms that are no less favorable to the Company than, the terms of the Confidentiality Agreement dated March 10, 2000, between Rexam and the Company (as it may be amended from time to time, the "CONFIDENTIALITY AGREEMENT")); and (y) participate in discussions or negotiations with the person making such Superior Proposal or Likely Superior Proposal (and its representatives) regarding such Superior Proposal or Likely Superior Proposal.

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) After the date hereof until and prior to the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1Time, the Company agrees that the Company and its Subsidiaries shall not, and that it shall use its reasonable best efforts (including providing express instructions) to cause its subsidiaries not to and shall direct its and their respective the officers, directors, officers, employees, agents, investment bankers, attorneys, accountants attorneys and other advisors or representatives (collectively, collectively “Representatives”) of the Company or its Subsidiaries, not to, directly or indirectly, (i) initiate, solicit, propose, knowingly assistinitiate, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals proposal or offers offer which constitutes or could reasonably be expected to lead to an Acquisition Proposal (as used herein, such term shall mean any proposal or offer relating to a merger, acquisition, consolidation, tender offer, exchange offer or similar transaction involving, or any proposal or offer to purchase or acquire in any manner (A) assets representing 15% or more of the assets of the Company and its Subsidiaries, taken as a whole, or (B) an equity interest in 15% or more of the voting securities of the Company or of any of its Subsidiaries if such Subsidiaries own directly or indirectly 15% or more of the assets referred to in clause (A) (other than the transactions contemplated by this Agreement), (ii) enter into, participate, continue or otherwise engage in discussions or negotiations with, or provide any information to any Person (other than Parent, Sub and their representatives) with respect to any inquiries regarding, or the making of, any an Acquisition Proposal, or (iiiii) engage inapprove or permit the Company or any of its Subsidiaries to enter into any letter of intent, continue agreement in principle, acquisition agreement or otherwise participate in any discussions with other preliminary or negotiations definitive agreement relating to, or furnish any non-public information to any Person in connection with, any an Acquisition Proposal (other than a confidentiality agreement with a party to state that whom the terms of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly Company is permitted to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed provide information in accordance with Section 6.1(b)(iii6.3(b)); provided . In response to any inquiry regarding an Acquisition Proposal, the Company may respond substantially to the effect that it is subject to a “no solicitation” covenant and refer the requesting Person to Company SEC Documents. Without limiting the foregoing, it is understood and agreed that any determination action taken by any Representative of the Company or any Subsidiary that would be a violation of this Section 6.3(a) if taken by the Company shall be deemed a breach by the Company. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party (other than to the extent required by the existing terms as of the date hereof of any such confidentiality or standstill agreement) and shall request the return or destruction of any confidential information provided to any third party prior to the date hereof in connection with a possible Acquisition Proposal to the extent permitted by any such confidentiality or standstill agreement. (b) Notwithstanding the provisions of paragraph (a) above or any other provision of this Agreement, prior to the receipt of the Stockholder Approval, (i) the Company may, in response to an unsolicited bona fide Acquisition Proposal from a corporation, partnership, Person or other entity or group which is received on after the execution and delivery of this Agreement by the Company, whether or not from a participant in the Company’s publicly announced process of exploring strategic options (a “Potential Acquiror”) which the Company’s Board of Directors determines, in good faith and after consultation with its independent financial advisor and outside legal counsel, is reasonably likely to lead to a Superior Proposal, (x) furnish information to such Potential Acquiror, its representatives, advisors, sources of debt or equity financing and not more than one Person identified in the Acquisition Proposal as a potential buyer of any of the Company’s assets or businesses from such Potential Acquiror pursuant to an executed confidentiality agreement containing terms and provisions no less favorable to the Company than those contained in the Confidentiality Agreement, provided that all such information, if written, has previously been provided to Parent or is provided to Parent prior to or substantially concurrently with the time it is provided to such Person, and, if oral and material, has previously been provided to Parent or is provided to Parent reasonably promptly (but in no event later than one business day) after such information is provided to such Person, and (y) engage in discussions and negotiate with, such Potential Acquiror, its representatives, advisors and sources of debt or equity financing; provided, that in each case of the foregoing clauses (x) and (y), both (1) the Board of Directors of the Company has concluded, in good faith and after consultation with its outside legal counsel, that taking such action is required to comply with its fiduciary duties under applicable law and (2) the Company has provided Parent with notice of its intent to take any such action prior to taking such action and has complied with Section 6.3(d). As used herein, a “Superior Proposal” means a bona fide written Acquisition Proposal (provided that for purposes of this definition, the references to “15% or more” in the definition of Acquisition Proposal shall be deemed replaced with references to “more than 50%,” and the reference in clause (B) to the acquisition or purchase of an equity interest in any Subsidiaries of the Company shall be deleted) obtained without violation of this Agreement that (A) the Board of Directors of the Company determines in good faith, after consultation with its independent financial advisor, would result in a transaction that would be more favorable, from a financial point of view, to the holders of Company Common Stock than the Merger (taking into account the likelihood of consummation, the Person making the proposal or offer, the form and amount of consideration offered and all other terms of the proposal or offer, as well as any alterations to this Agreement proposed by Parent in response thereto and any other factors deemed relevant by the Board of Directors of the Company expressly permitted under Section 6.1(bCompany) or Section 6.1(cand (B) shall is not be deemed subject to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)financing contingency.

No Solicitation. Except as expressly permitted by this Section 6.1(a) None of ▇▇▇▇▇ ▇ork, from the date hereof until the Effective Time or▇▇s Subsidiaries or any officer, if earlierdirector, the valid termination employee, agent or representative (including any investment banker, financial advisor, attorney, accountant or other retained representative) of this Agreement in accordance with Section 8.1, the Company North Fork or any of its Subsidiaries shall not, shall cause its subsidiaries not to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors directly or representatives (collectively, “Representatives”) not to, indirectly (i) solicit, initiate, solicitencourage, propose, knowingly assist, knowingly encourage facilitate (including by way of furnishing information) or knowingly take any other action designed to facilitate any inquiryinquiries or proposals regarding any merger, proposals share exchange, consolidation, sale of assets, sale of shares of capital stock (including, without limitation, by way of a tender offer) or offers regardingsimilar transactions involving North Fork or any of its Subsidiaries that, if consummated, would constitute a North Fork Alternative Transaction (any of the foregoing inquiries or proposals, including the making ofindication of any intention to propose any of the foregoing, any Acquisition Proposalbeing referred to herein as a "NORTH FORK ALTERNATIVE PROPOSAL"), (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating to, regarding a North Fork Alternative Transaction or furnish any non-public information to any Person in connection with, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations), (iii) approveenter into any agreement regarding any North Fork Alternative Transaction. Notwithstanding the foregoing, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of North Fork shall be permitted, prior to the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed meeting of North Fork stockholders to be a breach or violation held pursuant to Section 6.3, and subject to compliance with the other terms of this Section 6.1(a) and6.11 and to first entering into an agreement with the person proposing such North Fork Alternative Proposal on terms substantially similar to, and no less favorable to North Fork than, those contained in the case Confidentiality Agreement, to consider and participate in discussions with respect to a bona fide North Fork Alternative Proposal received by North Fork, if and only to the extent that the Board of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed Directors of North Fork reasonably determines in good faith after consultation with outside legal counsel that failure to give Parent a right do so would cause it to terminate this Agreement pursuant to Section 8.1(e)(ii)violate its fiduciary duties.

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) From and after the date hereof until the earlier of the Effective Time or, if earlier, and the valid termination of this Agreement in accordance with Section 8.1pursuant to Article VIII, the Company shall not, and shall cause its subsidiaries not to Subsidiaries, Affiliates and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives not to, directly or indirectly, (i) solicit, initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing informationinformation or assistance) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, inquiry in connection with or the making ofof any proposal from any Person that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal (as defined below), (ii) enter into, explore, maintain, participate in or continue any discussion or negotiation with, or disclose or provide any nonpublic information or data relating to the Company or any Subsidiary to, any Person (other than Merger Sub, Acquirer or any of their Representatives, as applicable) regarding an Acquisition Proposal, or otherwise assist or participate in, facilitate or encourage, any effort or attempt by any other Person (other than Merger Sub, Acquirer or any of their Representatives, as applicable) to make or effect an Acquisition Proposal, (iii) enter into any agreement, arrangement, understanding or contract (including a letter of intent) with respect to, or otherwise endorse, any Acquisition Proposal, (iiiv) engage inenter into any agreement, continue arrangement, or otherwise participate contract requiring the Company to abandon, terminate or fail to consummate or change its Recommendations with respect to the Merger or (v) authorize or permit any of its Representatives to take any such action; provided, however, that nothing contained in any discussions with or negotiations relating this Section 6.07 shall prohibit the Company’s Board of Directors prior to adoption of this Agreement and approval of the Merger by the stockholders of the Company at the Special Meeting, from furnishing information to, or furnish engaging in discussions or negotiations with (including making counter proposals to), any non-public Person that makes an unsolicited bona fide written Acquisition Proposal (which did not result from a breach of this Section 6.07) if (A) the Company’s Board of Directors determines in good faith, after consultation with its financial advisors and outside legal advisors, that the failure to take such action would be reasonably be expected to result in a breach of its fiduciary duties to the Company’s stockholders under applicable Law and (B) the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined in Section 6.07(f)) . (b) The Company shall notify Acquirer of any determination to take any of the actions contemplated under Section 6.07(a) with respect to an Acquisition Proposal prior to the date that the Company first takes any such action, which notification shall include (i) a copy of such Acquisition Proposal (if in written or electronic form) or a written summary of the material terms and conditions of such Acquisition Proposal (if communicated to the Company or its Representatives orally) and (ii) the identity of the Person (and, to the extent known to the Company or its Representatives, any controlling equity investors of such Person) making such Acquisition Proposal. The Company shall keep Acquirer reasonably informed of the status of any such discussions or negotiations and of any material modifications (including any change in amount or form of consideration) to the terms of the Acquisition Proposal. Prior to furnishing nonpublic information to, or entering into discussions or negotiations with, any other Person with respect to any an Acquisition Proposal, the Company shall enter into a customary confidentiality agreement with such Person (if the Company has not already entered into a customary confidentiality agreement with such Person in connection withwith its exploration of strategic alternatives), it being understood that such confidentiality agreement (x) shall not include any provision calling for any exclusive right to negotiate with such Person or having the effect of prohibiting the Company from satisfying its obligations hereunder and (y) shall be no less favorable to the Company than the Confidentiality Agreement, and the Company shall provide Acquirer with a copy of such nonpublic information delivered to such Person promptly following its delivery to the requesting Person or, to the extent that such nonpublic information has been previously furnished by the Company to Acquirer, advise Acquirer of the nature of such nonpublic information delivered to such Person promptly following its delivery to the requesting Person. (c) Nothing contained in this Agreement shall prevent the Company’s Board of Directors from taking, and disclosing to the holders of Company Common Stock, a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to any tender offer; provided, however, that neither the Company nor the Company’s Board of Directors shall, except as permitted by Section 6.07(a), propose to approve or recommend any Acquisition Proposal Proposal. (d) The Company shall immediately cease and cause its Affiliates and the Company’s Representatives to cease any and all existing activities, discussions or negotiations with any parties (other than Merger Sub, Acquirer or any of their Representatives, as applicable) conducted heretofore with respect to state any Acquisition Proposal, and shall use its reasonable best efforts to cause any such parties in possession of confidential information about the Company that was furnished by or on behalf of the terms Company to return or destroy all such information in the possession of any such party or its representatives. (e) For purposes of this provision prohibit such discussions Agreement, “Acquisition Proposal” shall mean (a) any offer or negotiationsproposal for, or any indication of interest in, (i) any direct or indirect acquisition or purchase of 15% or more of the total consolidated assets of the Company and its Subsidiaries, in a single transaction or series of transactions, other than inventory disposed of in the ordinary course of business of the Company consistent with past practice, (ii) any direct or indirect acquisition or purchase of 15% or more of any class of equity securities of the Company or any of its Subsidiaries, in a single transaction or series of transactions (including through a merger, consolidation, share exchange, business combination or other similar transaction), (iii) approveany tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of equity securities of the Company or any of its Subsidiaries, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiateany merger, execute consolidation, share exchange, business combination, reorganization, recapitalization, reclassification, liquidation or enter into, any merger agreement, acquisition agreement dissolution or other similar definitive agreement for transaction involving the Company or any Acquisition Proposal of its Subsidiaries or (b) any public announcement of an agreement, proposal, plan or intention to do any of the foregoing, other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action the transactions contemplated by the Board of Directors of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)Agreement.

No Solicitation. Except as expressly permitted by this Section 6.1(a) Neither the Company, from the date hereof until the Effective Time orany Company Subsidiary nor any of their respective officers, if earlierdirectors, the valid termination of this Agreement in accordance with Section 8.1accountants, counsel, investment bankers or financial advisors (collectively, "Representatives") shall, nor shall the Company shall not, shall cause or any Company Subsidiary authorize any of its subsidiaries not to and shall direct its and their respective directors, officers, employeesRepresentatives, agents, investment bankersor affiliates, attorneysor authorize or encourage any of its employees, accountants and other advisors or representatives (collectively, “Representatives”) not to, to (i) directly or indirectly, initiate, solicitsolicit or encourage, propose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition Takeover Proposal, or (ii) directly or indirectly engage in, continue or otherwise participate in any discussions with or negotiations relating with, or provide any information or data to, or furnish afford any non-public information access to the properties, books or records of the Company or any Person in connection withCompany Subsidiary to, or otherwise assist, facilitate or encourage, any Acquisition Proposal person (other than Purchaser or any affiliate or associate thereof) relating to state that the terms of this provision prohibit such discussions any Takeover Proposal, or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute approve or enter intointo any letter of intent, any merger agreementagreement in principle, acquisition agreement or other similar definitive agreement for relating to any Acquisition Takeover Proposal; provided, however, that at any time prior to the Company Stockholders Meeting, the Company may, in response to a bona fide written Takeover Proposal that is reasonably likely to result in a Superior Proposal and which was not solicited in violation of this Section 4.4(a), and subject to providing Purchaser reasonable advance written notice of its decision to take such action (other than an Acceptable Confidentiality Agreement executed x) furnish information with respect to the Company to any person making such Takeover Proposal pursuant to a customary confidentiality agreement and (y) participate in accordance with Section 6.1(b)(iii)); provided discussions and negotiations regarding such Takeover Proposal but, in each case, only if the Special Committee determines, after receiving the advice of its outside counsel, that it failure to furnish such information or to participate in such discussions or negotiations is understood and agreed that any determination reasonably likely to result in a breach of the fiduciary duties of the Special Committee or action by the Board of Directors of the Company expressly permitted under applicable Law. (b) The Company and its Representatives shall immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any other Persons conducted heretofore with respect to any Takeover Proposal, provided, however, that such discussions may be reinstated if the criteria under Section 6.1(b4.4(a) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)are met.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company The Trustees agree that they shall not, shall cause its subsidiaries not to and they shall direct its and use their respective directors, officers, employees, agents, investment bankers, attorneys, accountants reasonable best efforts to cause their agents and other advisors or representatives (collectivelyincluding, “Representatives”without limitation, any investment banker, attorney or accountant retained by the Trustees on behalf of the Trust) not to, directly or indirectly, (ia) initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiryinquiries or proposals with respect to any Acquisition Proposal with respect to the Company, proposals (b) engage or offers regardingparticipate in any negotiations with any person concerning any Acquisition Proposal with respect to the Company, (c) provide any confidential or nonpublic information or data to, or the making of, any Acquisition Proposal, (ii) engage in, continue have or otherwise participate in any discussions with, any person relating to an Acquisition Proposal with respect to the Company, (d) enter into any term sheet, letter of intent, indication of interest, commitment, memorandum of understanding, agreement in principle, stock acquisition or disposition agreement, or other agreement (whether written or oral, binding or non-binding) in connection with or negotiations relating to any Acquisition Proposal with respect to the Company, or (e) solicit proxies or initiate a shareholder vote with respect to an Acquisition Proposal with respect to the Company or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal with respect to the Company, except in each case to notify a person that has made or, to the knowledge of the Trustees, is making any inquiries with respect to, or furnish any non-public information is considering making, an Acquisition Proposal, of the existence of the provisions of this Section 5. Notwithstanding the immediately preceding sentence, and subject to any Person Section 2 hereof, in connection with, any the event the Company is engaging in discussions or negotiations with a person making an Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood 6.11 of the Merger Agreement with respect to such Acquisition Proposal, the Trustees and agreed that their agents and representatives (including, without limitation, any determination investment banker, attorney or action accountant retained by the Board of Directors Trustees on behalf of the Company expressly permitted under Section 6.1(b) or Section 6.1(cTrust) shall not be deemed entitled to be a breach engage in any discussions or violation of this Section 6.1(a) and, negotiations that the Company is permitted to engage in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)6.11 of the Merger Agreement with respect to such Acquisition Proposal.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of Until this Agreement has been terminated in accordance with Section 8.18.01, the Company shall not, and shall not permit any of its Affiliates to, and shall cause its subsidiaries not to and shall direct its and their respective Affiliates' officers, directors, officers, employees, consultants, representatives and other agents, including, but not limited to, investment bankers, attorneys, attorneys and accountants and other advisors or representatives (collectively, “"Representatives”) "), not to, directly or indirectly, (i) initiate, solicit, propose, knowingly assist, initiate or knowingly encourage (including by way of furnishing information) the making of, or knowingly take any other action to facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating towith, or furnish or disclose any non-public nonpublic information to to, any Person in connection with, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions Purchaser or negotiations)their Representatives) in connection with any Acquisition Proposal, (iii) approve, endorse approve or recommend, or propose publicly to approve, endorse approve or recommend, any Acquisition Proposal Proposal, or (iv) negotiateenter into any agreement, execute letter of intent or enter intosimilar document contemplating or otherwise relating to any Acquisition Proposal; provided, however, that this Section 4.02 shall not prohibit Company or the Representatives from: (i) participating in discussions or negotiations with, or furnishing or disclosing nonpublic information to, any merger agreementPerson in response to an unsolicited, acquisition agreement or other similar definitive agreement for any bona fide and written Acquisition Proposal that is submitted to Company by such Person after the date of this Agreement and prior to the Effective Time if (other than an Acceptable Confidentiality Agreement executed I) none of Company, any of its Affiliates or any of the Representatives shall have violated in accordance with any material respect any of the provisions of this Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by 4.02, (II) a majority of the members of the Board of Directors of Company determines in good faith, (x) that such Person is reasonably capable of consummating such Acquisition Proposal taking into account the Company expressly permitted under Section 6.1(blegal, financial, regulatory and other aspects of such Acquisition Proposal and (y) or Section 6.1(cthat such Acquisition Proposal could reasonably lead to a Superior Proposal, and (III) shall not be deemed a majority of the members of the Board of Directors determines in good faith that failing to take such action would be a breach of its fiduciary duties to the Company's stockholders; or (ii) approving or violation recommending, or entering into, a definitive agreement with respect to an unsolicited Acquisition Proposal that is submitted to Company after the date of this Agreement and prior to the Effective Time if (I) none of Company, any of its Affiliates or any of the Representatives have violated in any material respect any of the provisions of this Section 6.1(a4.02, (II) andCompany provides Purchaser with written notice at least three Business Days prior to any meeting of the Board of Directors at which such Board of Directors will consider whether such Acquisition Proposal constitutes a Superior Proposal, during which three-Business Day period Company shall cause its financial and legal advisors to negotiate in good faith with Purchaser in an effort to make such adjustments in the terms and conditions of this Agreement as would enable Company to proceed with the transactions contemplated herein on such adjusted terms, (III) notwithstanding such negotiations and adjustments pursuant to clause (II) above, the Board of Directors makes the determination necessary for such Acquisition Proposal to constitute a Superior Proposal, (IV) a majority of the members of the Board of Directors determines in good faith that failing to take such action would be a breach its fiduciary duties to Company's stockholders, and (V) Company does not approve or recommend or enter into a definitive agreement with respect to such Acquisition Proposal at any time before the day that is the third Business Day after Purchaser receives written notice from Company stating that the Board of Directors has determined such Acquisition Proposal constitutes a Superior Proposal; provided, further, that if, in accordance with subsections (i) or (ii) above, Company determines that an Acquisition Proposal constitutes a Superior Proposal, then upon termination of this Agreement in accordance with the case terms of Section 6.1(b) (other than clause (iv) thereof) 8.01(d), Company shall not be deemed pay to give Parent a right Purchaser an amount equal to terminate this Agreement pursuant to Section 8.1(e)(ii)the sum of $400,000.

No Solicitation. Except as expressly permitted by this Section 6.1, from Until the earlier of the Closing or the date hereof until the Effective Time or, if earlier, the valid of termination of this Agreement in accordance with pursuant to the provisions of Section 8.19.1, neither the Company shall not, shall cause its subsidiaries not to and shall direct its and nor Seller nor any of their respective Subsidiaries or Affiliates will take, nor will the Company or Seller permit any of their representatives to take, any of the following actions with any Person other than Purchaser and its designees: (a) solicit, encourage or initiate any proposals or offers from, or participate in or conduct discussions with or engage in negotiations with, any Person relating to any offer or proposal, oral, written or otherwise, formal or informal, with respect to any possible Business Combination with the Company (a “Competing Proposed Transaction”), (b) provide information with respect to the Company to any Person, other than Purchaser, relating to (or which the Company or Seller believes would be used for the purpose of formulating an offer or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Business Combination with the Company, (c) agree to, enter into a Contract with any Person, other than Purchaser, providing for, or approve a Business Combination with the Company or (d) authorize or permit any of the Company’s or Seller’s representatives to take any such action. Seller will notify Purchaser immediately after receipt by the Company or Seller (or any of their officers, directors, officersmanagers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives other representatives) of any proposal for or inquiry respecting any Competing Proposed Transaction, or any request for nonpublic information in connection with such proposal or inquiry or for access to the Assets, Books and Records of the Company by any Person or entity that informs or has informed the Company or Seller that it is considering making or has made such a proposal or inquiry. Such notice to Purchaser shall indicate in reasonable detail the terms and conditions of such proposal or inquiry; provided, however, that such notice shall not be required to indicate the identity of the Person making such proposal or inquiry. Each of the Company and Seller and their respective Affiliates (collectivelyand their respective officers, “Representatives”directors, employees, agents, advisors or other representatives) immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Proposed Transaction. Each of the Company and Seller agrees not toto release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party. Each of Seller, the Company and Purchaser acknowledge that this Section 5.2 is a significant inducement for Purchaser to enter into this Agreement and the absence of such provision would have resulted in either (i) initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) a material reduction in the consideration to be paid to Seller in the Acquisition or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information a failure to any Person in connection with, any Acquisition Proposal (other than induce Purchaser to state that the terms of enter into this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)Agreement.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company (a) The Parties shall not, nor shall cause its they permit any of their subsidiaries not to and to, nor shall direct its and they authorize or permit any officer, director or employee of or any investment banker, attorney or other advisor, agent or representative of such Party or any of their respective directorssubsidiaries to, officers, employees, agents, investment bankers, attorneys, accountants and other advisors directly or representatives (collectively, “Representatives”) not toindirectly, (i) initiate, solicit, proposeinitiate or encourage the submission of any takeover proposal, knowingly assist(ii) enter into any agreement (other than confidentiality and standstill agreements in accordance with the immediately following proviso) with respect to any takeover proposal, knowingly encourage or (including by way of furnishing informationiii) participate in any discussions or knowingly negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposaltakeover proposal; provided, (ii) engage inhowever, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information to any Person in connection with, any Acquisition Proposal (other than to state that the terms case of this provision prohibit such discussions or negotiationsclause (iii), that prior to the vote of stockholders of the Company and the stockholders of the Parent for approval of the Merger (iiiand not thereafter if the Merger is approved thereby) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action the extent required by the fiduciary obligations of the Board of Directors of the Company expressly permitted under Party, determined in good faith by a majority of the disinterested members thereof based on the advice of outside counsel, the Party may, in response to an unsolicited request therefor, furnish information to any person or "group" (within the meaning of Section 6.1(b13(d)(3) of the Exchange Act) pursuant to a confidentiality and standstill agreement reasonably satisfactory to the other Party. Without limiting the foregoing, the Parties understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or Section 6.1(c) employee of the Parties or any of their subsidiaries or any investment banker, attorney or other advisor, agent or representative of the Parties, whether or not such person is purporting to act on behalf of such Party or otherwise, shall not be deemed to be a material breach or violation of this Section 6.1(a) andAgreement by such Party. As consideration for their foregoing respectve agreement to "stand still," each of the Company and the Parent, shall cause a warrant to be issued in the case name of Section 6.1(bthe other for the purchase of 250,000 shares of common stock at their respective bid closing prices on January 27, 1998. For purposes of this Agreement, "takeover proposal" means (i) (any proposal, other than clause a proposal by another Party or any of their affiliates, for a merger or other business combination involving a Party, (ivii) thereofany proposal or offer, other than a proposal or offer by another Party or any of its affiliates, to acquire from the Party or any of its affiliates in any manner, directly or indirectly, an equity interest in the Party or any subsidiary, any voting securities of the other Party or any subsidiary or a material amount of the assets of the Party and its subsidiaries, taken as a whole, or (iii) shall not be deemed any proposal or offer, other than a proposal or offer by another Party or any of its affiliates, to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)acquire from the stockholders of the Party by tender offer, exchange offer or otherwise more than 5% of the outstanding shares of such Party.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the (a) The Company shall agrees that it will not, shall and will cause its subsidiaries not to and shall direct its and their respective directors, officers, employees, agentsadvisors, investment bankers, attorneys, accountants representatives and other advisors or representatives (collectively, “Representatives”) Affiliates not to, and shall use reasonable best efforts to cause its other employees, and any investment banker, financial advisor, attorney, accountant or other Representative retained by it or any of its Affiliates not to, directly or indirectly, (i) initiate, solicit, propose, knowingly assist, or knowingly encourage or facilitate inquiries or proposals with respect to, (ii) engage or participate in any negotiations concerning, enter into any letter of intent, agreement in principle, memorandum of understanding, merger, acquisition, option, joint venture, partnership or other agreement, or any other commitment, arrangement or understanding (whether written or oral, binding or nonbinding) providing for, or otherwise contemplating, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, or cooperate in any way with, any Person (or group of Persons) relating to, any Acquisition Proposal (including by way of furnishing information) or knowingly take with respect to any action to facilitate any inquiry, proposals or offers inquiries regarding, or the making of, any proposal the consummation of which would constitute an Acquisition Proposal); provided that, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information to any Person in connection with, any the event the Company receives an unsolicited bona fide Acquisition Proposal that does not violate (other than to state that the terms of this provision prohibit such discussions or negotiations), i) through (iii) approveabove at any time prior to the time this Agreement is approved by the Requisite Company Stockholder Vote, endorse or recommend, or propose publicly to approve, endorse or recommend, any and the Company’s Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or (iv) negotiateis reasonably likely to result in a Superior Proposal, execute the Company may, and may permit its officers and representatives to, furnish or enter into, any merger agreement, acquisition agreement cause to be furnished nonpublic information or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed data and participate in accordance with Section 6.1(b)(iii)); provided such negotiations or discussions to the extent that it is understood and agreed that any determination or action by the Board of Directors of the Company expressly concludes in good faith (after receiving the advice of its outside counsel) that failure to take such actions would constitute, or would be reasonably likely to result in, a breach of its fiduciary obligations to the Company Stockholders under applicable Law; provided, further, that prior to providing any nonpublic information permitted under Section 6.1(bto be provided pursuant to the foregoing proviso, the Company shall have entered into a confidentiality agreement with such Third Party on terms no less favorable to it than the Confidentiality Agreement. The Company will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than Parent and any Parent Subsidiary (including Merger Sub) (any such Person (or Section 6.1(cgroup of Persons) other than Parent and any Parent Subsidiary, a “Third Party”) with respect to any Acquisition Proposal and will promptly (and in any event within one (1) Business Day) after the date hereof (A) terminate access of any such Third Party to any data room (virtual or actual) containing any information of or relating to the Company or the Company Subsidiaries and (B) instruct each such Third Party that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal promptly to return to the Company or destroy all information, documents and materials relating to such Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Third Party or any of its Representatives in accordance with the terms of the confidentiality agreement with such Third Party. The Company shall promptly (and in any event within two (2) Business Days) advise Parent in writing following the receipt or notice of any inquiry regarding, or the making of, any proposal the consummation of which would constitute an Acquisition Proposal and will provide to Parent an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the Person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and thereafter will keep Parent promptly apprised of any related developments, discussions and negotiations on a current basis. For the avoidance of doubt, the Company shall not enter into any confidentiality agreement with any Person after the date of this Agreement that prohibits it from complying with the foregoing obligations. (b) Notwithstanding the foregoing, if the Company’s Board of Directors concludes in good faith (and based upon consultation with outside legal counsel and, with respect to financial matters, its financial advisor) that an Acquisition Proposal constitutes a Superior Proposal and that making the Company Recommendation and/or including such recommendation in the Proxy Statement/Prospectus would constitute, or would be deemed reasonably likely to result in, a breach of its fiduciary obligations to the Company Stockholders under applicable Law, the Company’s Board of Directors may prior to the Requisite Company Stockholder Vote submit this Agreement to the Company Stockholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event it may communicate its basis for its lack of a recommendation to the Company Stockholders in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by Law; provided, however, that the Board of Directors of the Company may not take such action unless (A) the Company shall not have breached this Section 6.3 in any respect and (B) (1) the Board of Directors of the Company determines in good faith (after consultation with its outside counsel and its financial advisors) that such Superior Proposal has been made and has not been withdrawn and continues to be a breach or violation Superior Proposal after taking into account all adjustments to the terms of this Agreement that may be offered by Parent under this Section 6.1(a6.3(b); (2) andthe Company has given Parent at least five (5) Business Days’ prior written notice of its intention to take such actions set forth above and has contemporaneously provided a summary of the material terms of the relevant proposed transaction agreements with the Person making such Superior Proposal; and (3) before effecting such Adverse Recommendation Change, the Company has negotiated, and has caused its representatives to negotiate in good faith with Parent during such notice period to the extent Parent wishes to negotiate, to enable Parent to revise the terms of this Agreement such that it would cause such Superior Proposal to no longer constitute a Superior Proposal, which such terms the Company and its Board of Directors shall consider in good faith. In the event of any material change to the terms of such Superior Proposal, the Company shall, in each case, be required to deliver to Parent a new written notice, the case notice period shall have recommenced and the Company shall be required to comply with its obligations under this Section 6.3 with respect to such new written notice. For the avoidance of doubt, in no event shall any such action taken by the Company’s Board of Directors under this Section 6.1(b6.3(b) (other than clause (ivI) thereof) shall not be deemed to give Parent a right to terminate affect the validity and enforceability of this Agreement or the Voting and Support Agreements, or (II) cause any Takeover Statute or other similar statute to be applicable to the Mergers or the other transactions contemplated hereby. (c) As used in this Agreement, (i) the term “Acquisition Proposal” means any bona fide proposal or offer for, inquiry relating to, or any Third Party indication of interest in, whether in one transaction or a series of related transactions, a (A) merger, consolidation, share exchange, tender offer, business combination or similar transaction involving the Company pursuant to Section 8.1(e)(ii)which any Third Party acquires or would acquire, directly or indirectly, assets or businesses of the Company or any of the Company Subsidiaries representing 15% or more of the revenues, net income or assets (in each case on a consolidated basis) of the Company and the Company Subsidiaries, taken as a whole, (B) sale or other disposition, directly or indirectly, by merger, consolidation, share exchange, business combination or any similar transaction, pursuant to which any Third Party acquires or would acquire, directly or indirectly, assets or businesses of the Company or any of the Company Subsidiaries representing 15% or more of the revenues, net income or assets (in each case on a consolidated basis) of the Company and the Company Subsidiaries, taken as a whole, (C) recapitalization, restructuring, liquidation, dissolution or other similar type of transaction with respect to the Company, or (D) transaction which is similar in form, substance or purpose to any of the foregoing transactions, and (ii) the term “Superior Proposal” means any bona fide written Acquisition Proposal (on its most recently amended or modified terms, if amended or modified) made by a Third Party, which, upon acceptance by the Company, would create a legally binding obligation of such Third Party (subject to regulatory approval) to consummate the Acquisition Proposal, on terms that the Company’s Board of Directors determines in its good faith judgment, after consultation with its outside legal counsel and financial advisors, (A) would, if consummated, result in the acquisition of all, but not less than all, of the issued and outstanding shares of Company Common Stock or all, or substantially all, of the assets of the Company and its Subsidiaries on a consolidated basis, and (B) would result in a transaction that (1) involves consideration to the Company Stockholders that is more favorable, from a financial point of view, than the consideration to be paid to the Company Stockholders pursuant to this Agreement, considering, among other things, the nature of the consideration being offered and any material regulatory approvals or other risks associated with the timing of the proposed transaction beyond or in addition to those specifically contemplated hereby, (2) is, in light of the other terms of such proposal, more favorable to the Company Stockholders than the Mergers and the other transactions contemplated by this Agreement, and (3) is reasonably likely to be completed on the terms proposed, in each case taking into account all legal, financial, regulatory and other aspects of the proposal.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof Unless and until the Effective Time or, if earlier, the valid termination of this Agreement shall have been terminated prior to the Closing Time pursuant to and in accordance compliance with Section 8.19.2 hereof, neither the Parent nor the Company shall not(whether directly or indirectly through its respective advisors, agents or other intermediaries), nor shall cause the Company or the Parent authorize or permit any of its subsidiaries not to and shall direct its and their respective officers, directors, officersagents, employees, agents, investment bankers, attorneys, accountants and other representatives or advisors or representatives (collectively, “Representatives”) not to, to (i) solicit, initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate the submission of any inquiryinquiries, proposals or offers regarding(whether or not in writing) from any person (other than the Parent or the Company, as the case may be, and its respective affiliates) relating to (A) any acquisition or purchase of any of the assets of the Company or the Parent, as the case may be, or of any class of equity securities of the making ofCompany or Parent, as the case may be (other than the securities as contemplated in the Placement), B) any tender offer (including a self tender offer) or exchange offer, (C) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company (except for Acquisitions contemplated by the PPM) or Parent, as the case may be, or (D) any other transaction (other than transactions contemplated by the PPM) the consummation of which would or would reasonably be expected to impede, interfere with, prevent or materially delay the Merger or which would or would reasonably be expected to materially dilute the benefits to the other Party hereto of the transactions contemplated by this Agreement (collectively, "ACQUISITION PROPOSALS"), or agree to, recommend or endorse any Acquisition ProposalProposals, (ii) engage in, continue enter into or otherwise execute any agreement with respect to any of the foregoing or (iii) enter into or participate in any discussions with or negotiations relating toregarding any of the foregoing, or furnish any non-public information to any Person other person any information with respect to its business, properties or assets in connection with the foregoing, or otherwise cooperate in any way with, or participate in or assist, facilitate, or encourage, any Acquisition Proposal effect or attempt by any other person (other than the Company or the Parent, as the case may be, and its respective affiliates) to state that the terms of this provision prohibit such discussions do or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, seek any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the foregoing. If either the Parent or the Company expressly permitted under Section 6.1(b) or Section 6.1(c) is contacted by a third party with respect to an Acquisition Proposal, it shall not be deemed to be a breach or violation immediately notify the other Party hereto of this Section 6.1(a) and, in the case identity of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)the third party and the nature of the Acquisition Proposal.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the (a) The Company shall not, nor shall cause it permit any of its subsidiaries not to and to, nor shall direct it authorize or permit any officer, director or employee of or any investment banker, attorney or other advisor or representative of the Company or any of its and their respective directorssubsidiaries to, officers, employees, agents, investment bankers, attorneys, accountants and other advisors directly or representatives (collectively, “Representatives”) not toindirectly, (i) initiate, solicit, propose, knowingly assist, knowingly initiate or encourage (including by way of furnishing non-public information) ), or knowingly take any other action to facilitate any inquiry, proposals or offers regarding, inquiries or the making of, of any Acquisition Proposal, proposal that constitutes or may reasonably be expected to lead to any takeover proposal or (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information to any Person in connection withregarding, any Acquisition Proposal (other than takeover proposal; provided, however, that -------- ------- prior to state the Stockholder Meeting, to the extent required by the fiduciary obligations of the Board of Directors of the Company, as determined in good faith by the Board of Directors based on the written advice of outside counsel that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to the terms Company's stockholders under applicable law, the Company may upon receipt by the Company of this provision prohibit such discussions or negotiationsan unsolicited takeover proposal, following delivery to the Investors of the notice required pursuant to Section 4.2(d), participate in negotiations regarding such takeover proposal and furnish information with respect to the Company pursuant to a customary confidentiality agreement (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other containing "standstill" provisions no less onerous than an Acceptable in the Confidentiality Agreement executed (as defined in accordance with Section 6.1(b)(iii4.3)); provided that . Without limiting the foregoing, it is understood and agreed that any determination violation of the restrictions set forth in the preceding sentence by any officer, director or action employee of the Company or any of its subsidiaries or any investment banker, attorney or other advisor or representative of the Company or any of its subsidiaries, whether or not such person is purporting to act on behalf of the Company or any of its subsidiaries or otherwise, shall -19- be deemed to be a breach of this Section 4.2(a) by the Company. For purposes of this Agreement, "takeover proposal" means any proposal for a ----------------- merger or other business combination involving the Company or any of its Significant Subsidiaries or any proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, an equity interest in not less than 20% of the outstanding voting securities of, or assets representing not less than 20% of the annual revenues or net earnings of the Company or any of its Significant Subsidiaries. (b) Neither the Board of Directors of the Company expressly permitted under Section 6.1(bnor any committee thereof shall (i) withdraw or Section 6.1(cmodify, or propose to withdraw or modify, in a manner adverse to the Investors, the approval or recommendation by such Board of Directors nor any such committee of the transactions contemplated hereby, (ii) shall not be deemed approve or recommend, or propose to approve or recommend, any takeover proposal or (iii) enter into any agreement with respect to any takeover proposal. Notwithstanding the foregoing, in the event the Board of Directors of the Company receives an unsolicited takeover proposal that, in the exercise of its fiduciary obligations (as determined in good faith by the Board of Directors and based on the written advice of outside counsel), it determines to be a breach superior proposal, the Board of Directors may (subject to the following sentences) withdraw or violation modify its approval or recommendation of this Section 6.1(a) andAgreement, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to approve or recommend any such superior proposal, or terminate this Agreement in order to enter into an agreement with respect to such a superior proposal, in each case at any time after the fifth business day following the Investors' receipt of written notice (a "Notice of Superior Proposal") advising the Investors that the Board of --------------------------- Directors has received a superior proposal, specifying the material terms and conditions of such superior proposal and identifying the person making such superior proposal. The Company may take any of the foregoing actions pursuant to the preceding sentence only if the Company is not otherwise in material breach of this Agreement, and the Company has paid to the Investors the Termination Fee and the Expense Fee (as defined in Section 8.1(e)(ii6.3). For purposes of this Agreement, a "superior proposal" means any bona ----------------- fide takeover proposal on terms which the Board of Directors of the Company determines in its good faith reasonable judgment (and based on the written advice of a financial advisor of nationally recognized reputation) to be more favorable to the Company's stockholders than the transactions contemplated hereby. (c) Nothing contained in this Section shall prohibit the Company from at any time taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act, provided, however, that -------- ------- neither the Company nor its Board of Directors shall, except as permitted by paragraph (b) of this section, propose to approve or recommend a takeover proposal. (d) In addition to the obligations of the Company set forth in paragraph (b) above, the Company shall promptly (but in any event within one day) advise the Investors orally and in writing of any request for information or any takeover proposal, or any inquiry with respect to or which could lead to any takeover proposal, the material terms and conditions of such request, takeover -20- proposal or inquiry, and the identity of the person making any such takeover proposal or inquiry. The Company will keep the Investors fully informed of the status and details of any such requests, takeover proposal or inquiry.

No Solicitation. (a) Except as expressly permitted by this Section 6.1Sections 5.7(b) and (d), from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1Article VII, the Company and the Company Subsidiaries shall not, shall cause its subsidiaries not to and shall direct its and or authorize their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives not to, directly or indirectly, (i) initiate, solicit, propose, knowingly assist, facilitate or knowingly encourage (including by way of furnishing providing information) (A) any prospective purchaser in a manner that, (B) the invitation or knowingly take submission of any action to facilitate any inquiryinquiries, proposals or offers regardingthat, or (C) any other efforts or attempts or the making ofof any proposal that, in the case of any Acquisition of (A), (B) or (C), constitutes or would reasonably be expected to lead to (or that is intended to lead to) a Takeover Proposal or agreement in principle (other than an Acceptable Confidentiality Agreement) providing for or relating to a Takeover Proposal, (ii) engage inaccept a Takeover Proposal or enter into any agreement relating to any Takeover Proposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or (iii) continue or otherwise participate in any discussions with or negotiations relating toregarding, or furnish any non-public information to any Person in connection withany information or data with respect to the Company, or otherwise cooperate with or take any Acquisition Proposal (other than action to state that the terms of this provision prohibit facilitate any such inquiries, proposals, discussions or negotiationsnegotiations that (A) constitute, or would reasonably be expected to lead to (or that are intended to lead to), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition a Takeover Proposal or (ivB) negotiaterequire the Company to abandon, execute terminate or enter intofail to consummate the Merger or any other transactions contemplated by this Agreement. Subject to Section 5.7(b), the Company shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted heretofore by the Company, the Company Subsidiaries or any of their Representatives with respect to any Takeover Proposal or any inquiries, proposals, discussions or negotiations that could reasonably be expected to lead to (or that are intended to lead to) a Takeover Proposal or require the Company to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement. Without limiting the foregoing, any merger agreementviolation of the restrictions set forth in this Section 5.7 by any Representative of the Company or any of the Company Subsidiaries, acquisition agreement whether or other similar definitive agreement for not such Person is purporting to act on behalf of the Company or any Acquisition of the Company Subsidiaries, shall be deemed to be a breach of this Section 5.7 by the Company. (b) Notwithstanding anything in this Agreement to the contrary, prior to the receipt of the Company Stockholder Approval, if the Company has otherwise satisfied in all material respects its obligations under this Section 5.7, the Company may, in response to a written Takeover Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the Company expressly permitted under Section 6.1(b(acting through the Special Committee if such committee still exists) believes in good faith to be bona fide: (1) furnish information or Section 6.1(c) data with respect to the Company and the Company Subsidiaries to the Person making such Takeover Proposal and its Representatives pursuant to and in accordance with an Acceptable Confidentiality Agreement. As used in this Agreement, an “Acceptable Confidentiality Agreement” shall mean a confidentiality and standstill agreement that contains provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement. Such Acceptable Confidentiality Agreement shall not be deemed contain any provisions that would prevent the Company from complying with its obligation to be a breach or violation of this Section 6.1(a) and, in provide the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed required disclosure to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii5.7(c).; and provided further, however, that all such information provided to such Person has previously been provided to Parent or is provided to Parent prior to or concurrently with the time it is provided to such Person; and

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the (a) The Company shall not, shall cause its subsidiaries not to and shall direct its not authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor, agent or representative of, the Company ("Company Representatives") to, and their respective directorson becoming aware of will take all reasonable actions to stop such person from continuing to, officers, employees, agents, investment bankers, attorneys, accountants and other advisors directly or representatives (collectively, “Representatives”) not toindirectly, (i) initiate, solicit, propose, knowingly assist, knowingly initiate or encourage or otherwise intentionally facilitate (including by way of furnishing information) the making of any Acquisition Proposal (as defined below), (ii) enter into any agreement (other than confidentiality and standstill agreements in accordance with the immediately following proviso) with respect to any Acquisition Proposal, or knowingly (iii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, (ii) engage inhowever, continue or otherwise participate that in any discussions with or negotiations relating to, or furnish any non-public information to any Person in connection with, any Acquisition Proposal (other than to state that the terms case of this provision prohibit such discussions or negotiationsclause (iii), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action the extent required by the fiduciary obligations of the Board of Directors of the Company, determined in good faith by the members thereof, after consultation with outside legal counsel, the Company expressly permitted under Section 6.1(b) may at any time prior to Company Shareholder Approval (the "Applicable Period"), but not thereafter if the Merger is approved thereby, and subject to the Company providing written notice to Parent of its decision to take such action in response and only in response to an unsolicited written request therefor received without any initiation, encouragement, discussion or Section 6.1(c) shall not be deemed to be a breach negotiation by the Company or violation any Company Representative and other than in contravention of this Section 6.1(a8.2(a)), (A) and, furnish information to any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) pursuant to a confidentiality agreement on substantially the same terms as provided in Section 5.2(b) hereof and otherwise enter into discussions and negotiations with such person or group as to any superior proposal (as defined in Section 8.2(c)) such person or group has made and (B) in the case event that the Board of Section 6.1(b) (other than clause (iv) thereof) shall Directors is unable to determine whether such unsolicited written request is a superior proposal, make inquiry of such person or group of such information as would enable the Board of Directors to determine whether or not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii).such request constitutes a

No Solicitation. Except The Stockholder (in the Stockholder’s capacity as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company such) shall not, shall cause its subsidiaries not to and shall direct not authorize or permit any of its and their respective directors, officers, officers or other employees, agentscontrolled affiliates, or any investment bankersbanker, attorneys, accountants and attorney or other advisors advisor or representatives representative retained by the Stockholder (collectively, “Representatives”) not to, directly or indirectly, (i) solicit, initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regardingencourage, or induce the making making, submission or announcement of, any an Acquisition Proposal, (ii) engage infurnish to any Person (other than Parent, continue Merger Sub or otherwise participate in any discussions with designees of Parent or negotiations relating to, Merger Sub or furnish to a Governmental Authority) any non-public information relating to the Company or any of its Subsidiaries, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Person in connection with, any Acquisition Proposal (other than Parent, Merger Sub or any designees of Parent or Merger Sub or to state a Governmental Authority), or take any other action with the intent to assist or facilitate any inquiries or the making of any proposal that the terms of this provision prohibit such discussions constitutes or negotiations)could lead to an Acquisition Proposal, (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal, (iv) approve, endorse or recommendrecommend an Acquisition Proposal, or propose publicly (v) enter into any letter of intent, memorandum of understanding or Contract contemplating or otherwise relating to approvean Acquisition Transaction; provided, endorse however that the Stockholder may engage in any of the foregoing activities if and solely to the extent that the Company is permitted to engage in such activities pursuant to Section 7.1 of the Merger Agreement. The Stockholder shall immediately cease any and all existing activities, discussions or recommend, negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal or (iv) negotiateProposal. Without limiting the generality of the foregoing, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood the Stockholder acknowledges and agreed hereby agrees that any determination or action violation of the restrictions set forth in this Section 11 by the Board Stockholder or any of Directors of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) its Representatives shall not be deemed to be a breach or violation of this Section 6.1(a) and, in 11 by the case of Section 6.1(b) (other than clause (iv) thereof) Stockholder. The Stockholder shall not be deemed enter into any letter of intent or similar document or any agreement contemplating or otherwise relating to give Parent a right to terminate an Acquisition Proposal unless and until this Agreement is terminated pursuant to Section 8.1(e)(ii)its terms.

No Solicitation. Except as expressly permitted by this Section 6.1, from Each of the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company Stockholders agrees that such --------------- Stockholder shall not, and, except as set forth in Section 3.4 of the Corporate Partners Disclosure Letter, Corporate Advisors agrees that it shall cause not, nor shall it permit any of its subsidiaries not to and Subsidiaries or Affiliates to, nor shall direct it authorize or permit any of its and their respective officers, directors, officers, employees, agents, investment bankers, attorneys, accountants and other financial advisors or other representatives (collectively, “"Representatives”") not to, (i) initiatedirectly or indirectly, solicit, propose, knowingly assist, knowingly initiate or encourage (including by way of furnishing informationinformation or assistance) or knowingly take any other action to facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal that constitutes or may reasonably be expected to lead to, an Acquisition Proposal from any Third Party, or engage in any discussions or negotiations relating thereto or in furtherance thereof or accept or enter into any agreement with respect to any Acquisition Proposal; provided, however, that, notwithstanding any other provision of this Agreement, -------- ------- if such Stockholder or any representative of Corporate Advisors is a member of the Board of Directors, such Stockholder or representative may take any action in such Person's capacity as a director that the Board of Directors would be permitted to take in accordance with Section 7.10 of the Merger Agreement. Such Stockholder and Corporate Advisors shall immediately cease and cause to be terminated any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by such Stockholder or Corporate Advisors, as the case may be, or any of its Representatives with respect to any of the foregoing. Each such Stockholder and Corporate Advisors shall promptly (but in any event within 24 hours thereafter) notify Acquiror orally and in writing of any Acquisition Proposal or any inquiry which could lead to an Acquisition Proposal, within 24 hours of the receipt thereof, including the identity of the Third Party making any such Acquisition Proposal or inquiry and the material terms and conditions of any Acquisition Proposal, (ii) engage inand if such inquiry or proposal is in writing, continue such Stockholder shall deliver to Acquiror a copy of such inquiry or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information to any Person in connection with, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)proposal.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the (a) The Company shall not, nor shall cause it authorize or instruct any of its subsidiaries not to and shall direct its and their respective directors, officers, employeesdirectors or employees or any investment banker, agentsattorney or other advisor or representative retained by it to, investment bankers, attorneys, accountants and other advisors directly or representatives (collectively, “Representatives”) not toindirectly, (i) initiate, solicit, propose, knowingly assist, initiate or knowingly encourage the submission of any Takeover Proposal (including as hereinafter defined) by way of furnishing informationany person (other than Parent or its affiliates or representatives) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating toregarding, or furnish to any person any non-public information with respect to, or take any other action intended or reasonably expected to facilitate the making of any Person in connection withinquiry or proposal to the Company that constitutes, or may reasonably be expected to lead to, any Acquisition Takeover Proposal by any person (other than Parent or its affiliates or their respective representatives); provided, however, that notwithstanding anything to state the contrary contained in this Section 4.2(a) or elsewhere in this Agreement, if, at any time prior to receipt of the Stockholder Approval, the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that failure to do so would create a substantial risk of liability for breach of its fiduciary duties to the Company's stockholders under applicable law, the Company may, in response to a Takeover Proposal that was unsolicited or that did not otherwise result from a breach of this Section 4.2(a), and subject to compliance with Section 4.2(c), (x) furnish nonpublic information with respect to the Company and its subsidiaries to any person pursuant to a customary and reasonable confidentiality agreement and (y) participate in discussions and negotiations regarding such Takeover Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Company or any investment banker, attorney or other advisor or representative of the Company, acting on behalf of and with the authorization of the Company, shall be deemed to be a breach of this Section 4.2(a) by the Company. For purposes of this Agreement, "Takeover Proposal" means any proposal or offer from any person (other than Parent or its affiliates or their respective representatives) for any acquisition by such person of a substantial amount of assets of the Company (other than an acquisition of assets of the Company in the ordinary course of business or as permitted under the terms of this provision prohibit such discussions or negotiations), Agreement) having a fair market value (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action as determined by the Board of Directors of the Company expressly permitted under Section 6.1(bin good faith) in excess of 25% of the fair market value of all the assets of the Company and its subsidiaries immediately prior to such acquisition or more than a 25% interest in the total voting securities of the Company or any tender offer or exchange offer that if consummated would result in any person beneficially owning 25% or more of any class of equity securities of the Company or any merger, consolidation, or business combination of the Company with any unaffiliated third party, other than the transactions contemplated by this Agreement or the Stockholder Agreements. Notwithstanding anything to the contrary contained in this 4.2(a) or Section 6.1(c) shall not be deemed 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 be this Agreement and may file a breach or violation copy of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed Agreement and any related agreements as an exhibit to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)such report.

No Solicitation. Except as expressly permitted by The Company shall, and shall cause its Subsidiaries and the Company's and its Subsidiaries' respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, "Representatives") to, immediately cease and cause to be terminated any solicitation, intentional encouragement, discussions or negotiations with any Person conducted heretofore with respect to a Takeover Proposal; provided, however, that nothing in this Section 6.14.2 shall preclude the Company or its Representatives from contacting any such party or parties solely for the purpose of complying with the provisions of the first clause of this sentence. Subject to the terms and provisions of this Section 4.2, from the date hereof until the Effective Time Time, or, if earlier, the valid termination of this Agreement in accordance with Section 8.16.1, the Company shall not, and shall cause its subsidiaries not to Subsidiaries and shall direct its and their its Subsidiaries' respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) Representatives not to, directly or indirectly, (i) initiate, solicit, propose, initiate or knowingly assist, facilitate or knowingly encourage (including by way of furnishing informationproviding or making available non-public information for the purpose of encouraging or facilitating) or knowingly take any action to facilitate any inquiry, proposals or offers inquiries regarding, or the making ofsubmission or announcement of any proposals or offers that constitute or would reasonably be expected to lead to, any Acquisition Takeover Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish provide any non-public information concerning the Company or any of its Subsidiaries to any Person or group who would reasonably be expected to make any Takeover Proposal or otherwise in connection with, or for the purpose of encouraging or facilitating, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations)Takeover Proposal, (iii) approveengage in any discussions or negotiations regarding any Takeover Proposal, endorse (iv) approve (by resolution of the Company Board, any committee thereof or recommendotherwise), support, enter into or adopt any Contract providing for, recommend to any holders of Shares, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or approve (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors resolution of the Company expressly permitted under Section 6.1(bBoard, any committee thereof or otherwise), support, enter into or adopt any Contract providing for, or recommend to any holders of Shares, any letter of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to a Takeover Proposal, or Section 6.1(c(v) shall not be deemed to be a breach otherwise cooperate with or violation of assist or participate in, or knowingly facilitate or knowingly encourage any such inquiries, proposals, offers, discussions or negotiations. Wherever the term "group" is used in this Section 6.1(a) and4.2, in it is used as defined for purposes of Rule 13d-3 under the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)Exchange Act.

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the The Company shall not, nor shall cause it permit any of its subsidiaries not to and to, nor shall direct it authorize or permit any officer, director or employee of or any investment banker, attorney or other advisor, agent or representative of the Company or any of its and their respective directorssubsidiaries to, officers, employees, agents, investment bankers, attorneys, accountants and other advisors directly or representatives (collectively, “Representatives”) not toindirectly, (i) initiate, solicit, proposeinitiate or encourage the submission of any takeover proposal, knowingly assist(ii) enter into any agreement (other than confidentiality and standstill agreements in accordance with the immediately following proviso) with respect to any takeover proposal, knowingly encourage or (including by way of furnishing informationiii) participate in any discussions or knowingly negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposaltakeover proposal; provided, (ii) engage inhowever, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information to any Person in connection with, any Acquisition Proposal (other than to state that the terms case of this provision prohibit such discussions or negotiationsclause (iii), that prior to the vote of stockholders of the Company for approval of the Merger (iiiand not thereafter if the Merger is approved thereby) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action the extent required by the fiduciary obligations of the Board of Directors of the Company, determined in good faith by a majority of the disinterested members thereof based on the advice of outside counsel, the Company expressly permitted under may, in response to an unsolicited request therefor, furnish information to any person or "group" (within the meaning of Section 6.1(b13(d)(3) of the Exchange Act) pursuant to a confidentiality and standstill agreement reasonably satisfactory to Parent. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or Section 6.1(c) employee of the Company or any of its subsidiaries or any investment banker, attorney or other advisor, agent or representative of the Company, whether or not such person is purporting to act on behalf of the Company or otherwise, shall not be deemed to be a material breach or violation of this Section 6.1(aAgreement by the Company. For purposes of this Agreement, "takeover proposal" means (i) andany proposal, other than a proposal by Parent or any of its affiliates, for a merger or other business combination involving the Company, (ii) any proposal or offer, other than a proposal or offer by Parent or any of its affiliates, to acquire from the Company or any of its affiliates in any manner, directly or indirectly, an equity interest in the case Company or any subsidiary, any voting securities of Section 6.1(bthe Company or any subsidiary or a material amount of the assets of the Company and its subsidiaries, taken as a whole, or (iii) (any proposal or offer, other than clause (iv) thereof) shall not be deemed a proposal or offer by Parent or any of its affiliates, to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)acquire from the stockholders of the Company by tender offer, exchange offer or otherwise more than 10% of the outstanding Shares.

No Solicitation. Except as expressly permitted by this (a) Subject to Section 6.16.2(b), from the date hereof until the Effective Time or, if earlier, the valid or termination of this Agreement in accordance with Section 8.1Article VIII hereof, whichever is earlier, neither the Company shall not, shall cause nor any of its subsidiaries not to and shall, nor shall direct the Company or any of its and subsidiaries, authorize or permit any of its or their respective officers, directors, officers, employees, agents, investment bankers, attorneys, accountants and accountants, consultants or other agents or advisors to, directly or representatives (collectively, “Representatives”) not toindirectly, (i) initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) initiate or knowingly take any action to facilitate or encourage any inquiry, proposals Acquisition Proposal (as defined below) or offers regarding, make any inquiries or the making of, make any proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal, (ii) engage inenter into, continue or otherwise participate in any discussions with or negotiations with, furnish any information relating to the Company or any of its subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its subsidiaries to, or furnish otherwise cooperate in any non-public information to any Person in connection way with, or assist, participate in, facilitate or encourage any effort by any third party to do or seek to make, or that has made, an Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations)Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, recommend any Acquisition Proposal or (iv) negotiateenter into any letter of intent or similar document or any contract, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for commitment contemplating or otherwise relating to any Acquisition Proposal Proposal. (b) Notwithstanding the foregoing, the Board of Directors of the Company, directly or indirectly through advisors, agents or other than an Acceptable Confidentiality Agreement executed intermediaries, may (i) engage in accordance negotiations or discussions with any third party (whether or not such third party has had previous discussions or negotiations with the Company) that, subject to the Company's compliance with Section 6.1(b)(iii6.2(a)(i)); provided , makes (and may continue such discussions and negotiations until such third party withdraws) a bona fide Acquisition Proposal that it is understood and agreed that any determination or action by the Special Committee of the Board of Directors of the Company expressly permitted reasonably determines constitutes a Superior Proposal (as defined below), provided, however, that in the event the Company is contacted by a third party (whether or not such third party has had previous discussions or negotiations with the Company) and such third party indicates that it is interested in acquiring all or a portion of the Company, but an Acquisition Proposal is not made, the Company may nevertheless provide such third party with a copy of the Confidentiality Agreement (as defined in Section 6.4) and a copy of this Agreement, (ii) furnish to such third party nonpublic information relating to the Company or any of its subsidiaries, (iii) take and disclose to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under Section 6.1(bthe Exchange Act or otherwise make disclosure to them, (iv) or Section 6.1(cfollowing receipt of such an Acquisition Proposal, withdraw, modify in a manner adverse to Parent and Merger Sub its Recommendations, and/or (v) shall not be deemed take any action ordered to be a breach or violation taken by the Company by any court of this Section 6.1(a) andcompetent jurisdiction if, in the case of Section 6.1(b(i), (ii), (iii) (other than clause and (iv) (1) thereofneither the Company nor any representative of Company and its subsidiaries shall have violated any of the restrictions set forth in Section 6.2(a)(i), (2) shall not be deemed the Board of Directors of the Company determines in good faith (based on the written opinion of its outside legal counsel) that the failure to give take such action could result in a breach of its fiduciary obligations to the Company's stockholders under applicable law, (3) prior to furnishing any nonpublic information to, or entering into any discussions with, such person or group, the Company gives Parent a right at least two business days advance written notice of the identity of such person or group and if and when an Acquisition Proposal has been made all of the material terms and conditions of such Acquisition Proposal and of the Company's intention to terminate this Agreement pursuant to Section 8.1(e)(ii).furnish nonpublic information to, or enter into

No Solicitation. Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.17.02, the Company and its Subsidiaries shall not, shall cause its subsidiaries their respective directors and executive officers not to to, and shall direct not permit or authorize any of its and or their respective officers, directors, officers, employees, consultants, agents, investment bankersfinancial advisors, attorneys, accountants accountants, other advisors, Affiliates and other advisors or representatives (collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit, proposeseek, initiate or knowingly assist, knowingly facilitate or encourage (including by way of furnishing non-public information) or knowingly take any action to facilitate any inquiry, proposals or offers inquiries regarding, or the making of, any submission or announcement of a proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, ; (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating toregarding, or furnish to any other Person any non-public information to any Person in connection withwith or for the purpose of encouraging or facilitating, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations), Proposal; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, recommend any Acquisition Proposal or Proposal; or (iv) negotiateenter into any letter of intent, execute or enter intomemorandum of understanding, any merger acquisition agreement, acquisition merger agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance Agreement) (an “Alternative Acquisition Agreement”) relating to any Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall direct and use its reasonable best efforts to cause its and their Representatives to, immediately cease and cause to be terminated all discussions and negotiations with Section 6.1(b)(iii)); provided any Person that it is understood may be ongoing with respect to any Acquisition Proposal, and agreed that any determination or action by the Board of Directors of the Company expressly permitted under Section 6.1(b) shall promptly 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 Acquisition Proposal, which notice shall also request such Person to promptly return or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in destroy all confidential information concerning the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)Company and its Subsidiaries.

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) From and after the date hereof until the earlier of the Effective Time or, if earlier, and the valid termination of this Agreement in accordance with Section 8.1pursuant to Article X, the Company Company, its subsidiaries and their affiliates shall not, and shall cause its subsidiaries not to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) the Company Representatives not to, directly or indirectly, (i) initiate, solicit, propose, knowingly assist, knowingly initiate or encourage (including by way of furnishing information) nonpublic information or knowingly assistance), or take any other action to facilitate facilitate, any inquiry, proposals or offers regarding, inquiry in connection with or the making ofof any proposal from any Person that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal (as defined below), (ii) enter into, explore, maintain, participate in or continue any discussion or negotiation with any Person (other than Buyer or any of the Buyer Representatives, as applicable) regarding an Acquisition Proposal, or furnish to any Person (other than Buyer or any of the Buyer Representatives, as applicable) any nonpublic information or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person (other than Buyer or any of the Buyer Representatives, as applicable) to make or effect an Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to, or otherwise endorse, any Acquisition Proposal, or (iiiv) engage inauthorize or permit any Company Representative to take any such action; provided, continue or otherwise participate however, that nothing contained in any discussions with or negotiations relating this Section 6.04 shall prohibit the Board, prior to the time of acceptance for payment of Shares pursuant to the Offer, from furnishing information to, or furnish any non-public information to any Person engaging in connection discussions or negotiations with, any Person that makes an unsolicited bona fide written Acquisition Proposal (other which did not result from a breach of this Section 6.04) if (A) the Board determines in good faith after consultation with independent outside legal counsel (who may be the Company's regularly employed outside legal counsel), that such action is necessary for the Board to comply with its fiduciary duties to the Company's stockholders under applicable law, (B) the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined in Section 6.04(g)) and (C) prior to furnishing such information to, or engaging in discussions or negotiations with, such Person, the Company receives from such Person an executed confidentiality agreement with terms materially no less favorable to the Company than those contained in the Confidentiality Agreement. (b) From and after the date hereof until the earlier of the time of the acceptance for payment of the Shares pursuant to state that the Offer and the termination of this Agreement pursuant to Article X, if the Board is entitled to furnish information to, or engage in discussions or negotiations with, any Person on the terms of this provision prohibit such discussions or negotiationscontemplated in Section 6.04(a), the Board may terminate this Agreement in respect of any Acquisition Proposal pursuant to the termination provisions set forth in Article X hereof if (iiiA) approvesuch Acquisition Proposal constitutes a Superior Proposal, endorse or recommend(B) the Board shall have determined in good faith after consultation with independent outside legal counsel (who may be the Company's regularly employed outside legal counsel), or propose publicly that such action is necessary for the Board to approve, endorse or recommend, comply with its fiduciary duties to the Company's stockholders under applicable law and (C) all amounts due under Section 10.03 shall have been paid in accordance with the terms thereof. (c) The Company (i) will promptly (but in any event within three days) notify Buyer orally and in writing of the receipt of any Acquisition Proposal or any inquiry regarding the making of an Acquisition Proposal including any request for information, the terms and conditions of such request, Acquisition Proposal or inquiry and, if not prohibited by the terms of such proposal, the identity of the Person making such request, Acquisition Proposal or inquiry and (ivii) negotiatewill keep Buyer informed of the status and details (including amendments) of any such request, execute Acquisition Proposal or enter intoinquiry. Prior to taking any of the actions referred to in Section 6.04(a), the Board shall promptly (but in any merger agreementevent within three days) notify Buyer orally and in writing of any action it proposes to take with respect to such Acquisition Proposal. After taking any such action, acquisition agreement the Board shall promptly advise Buyer orally and in writing of the status of such action as developments arise or other similar definitive agreement for as requested by Buyer. Without limiting the foregoing, at least three days prior to taking any of the actions referred to in Section 6.04(b), the Board shall notify Buyer of any such action it proposes to take. The Board shall negotiate in good faith with Buyer with respect to any revised proposal to acquire the Common Stock that Buyer may make in response to any Acquisition Proposal or inquiry regarding the making of an Acquisition Proposal. (other than an Acceptable Confidentiality d) Nothing contained in this Agreement executed in accordance shall prevent the Board from taking, and disclosing to the Company's stockholders, a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to any tender offer; provided, however, that neither Company nor the Board shall, except as permitted by Section 6.1(b)(iii)); provided that 6.04(b) propose to approve or recommend any Acquisition Proposal. Without limiting the foregoing, it is understood and agreed that any determination or action by the Board of Directors violation of the restrictions set forth in the preceding sentence by any Company expressly permitted under Section 6.1(b) or Section 6.1(c) Representative shall not be deemed to be a breach or violation of this Section 6.1(a6.04 by the Company. (e) andThe Company and each of its subsidiaries shall immediately cease and cause its affiliates and the Company Representatives to cease any and all existing activities, in the case of Section 6.1(b) discussions or negotiations with any parties (other than clause Buyer or any of the Buyer Representatives, as applicable) conducted heretofore with respect to any Acquisition Proposal, and shall use its reasonable best efforts to cause any such parties in possession of confidential information about the Company that was furnished by or on behalf of the Company to return or destroy all such information in the possession of any such party or in the possession of any Company Representative. (f) For purposes of this Agreement, "Acquisition Proposal" shall mean any offer or proposal for, or any indication of interest in, (i) any direct or indirect acquisition or purchase of 10% or more of the total assets of the Company or any of its subsidiaries, in a single transaction or series of transactions, (ii) any direct or indirect acquisition or purchase of 10% or more of any class of equity securities of the Company or any of its subsidiaries, in a single transaction or series of transactions, (iii) any tender offer or exchange offer (including a self-tender offer) that if consummated would result in any person beneficially owning 10% or more of any class of equity securities of the Company or any of its subsidiaries, (iv) thereofany merger, consolidation, share exchange, business combination, recapitalization, reclassification or other similar transaction involving the Company or any of its subsidiaries or (v) shall not be deemed any public announcement of an agreement, proposal, plan or intention to give Parent a right to terminate do any of the foregoing, other than the transactions contemplated by this Agreement pursuant to Section 8.1(e)(ii)Agreement.

No Solicitation. Except as expressly permitted by this Section 6.1, from From and after the date hereof of this Agreement, until the Effective Time or, if earlier, earlier of the valid Closing or the termination of this Agreement in accordance with Section 8.1pursuant to Article VIII, the Company Stockholder and the Sellers shall not, and the Sellers shall cause its subsidiaries not to and shall direct its and their respective officers, directors, officers, employees, agents, investment bankersrepresentatives, attorneys, accountants advisors and other advisors or representatives (collectively, “Representatives”) stockholders not to, (ia) initiate, solicit, propose, knowingly assist, knowingly initiate or encourage (including by way of furnishing information) ), or knowingly take any other action to facilitate the submission of any inquiry, proposals proposal or offers regardingoffer from any Person relating to (i) any purchase, lease, pledge, license or other acquisition of any of the assets of the Sellers or of any capital stock or options of, or other equity interests in, the making ofSellers, whether by any Acquisition Proposalmerger, consolidation, business combination, asset sale, stock issuance, recapitalization, reorganization, liquidation, dissolution or any other transaction (other than the transactions contemplated hereby), or (ii) engage inany other transaction the consummation of which could reasonably be expected to impede, continue interfere with, prevent or otherwise delay the transactions contemplated hereby or which would or could reasonably be expected to dilute the benefits to the Purchaser of the transactions contemplated hereby (collectively, “Transaction Proposals”), (b) agree to or endorse any Transaction Proposal, or (c) enter into or participate in any discussions with or negotiations relating toregarding any Transaction Proposal, or furnish any non-public information to any other Person any information with respect to any Transaction Proposal or the Business, or otherwise cooperate in connection any way with, or assist, participate in, facilitate or encourage, any Acquisition Proposal effort or attempt by any other Person to submit or otherwise act in furtherance of a Transaction Proposal. Without limiting any of the foregoing provisions of this Section 6.6, it is understood that any violation of the restrictions set forth in this Section 6.6 by any stockholder (other than to state that the terms of this provision prohibit such discussions or negotiationseither Stockholder), (iii) approvedirector or executive officer of either of the Sellers or by any investment banker, endorse or recommendfinancial adviser, or propose publicly to approveattorney, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement accountant or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board Representative of Directors either of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) Sellers shall not be deemed to be a breach or violation of this Section 6.1(a) and, in 6.6 by the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)Sellers.

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) From and after the date hereof of this Agreement until the Effective Time or, if earlier, the valid or termination of this Agreement in accordance with Section 8.1pursuant to Article VI, the Company shall will not, shall cause nor will it authorize or permit any of its subsidiaries not to and shall direct its and their respective officers, directors, officersAffiliates or employees or any investment banker, employeesattorney or other advisor or representative retained by any of them to, agents, investment bankers, attorneys, accountants and other advisors directly or representatives (collectively, “Representatives”) not toindirectly, (i) solicit, initiate, solicitencourage or induce the making, proposesubmission or announcement of any Acquisition Proposal (as defined below), knowingly assist(ii) participate in any discussions or negotiations regarding, knowingly encourage (including by way of furnishing information) or knowingly furnish to any Person any information with respect to, or take any other action to facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iiiii) engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information Person with respect to any Person in connection with, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations)Proposal, (iiiiv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, recommend any Acquisition Proposal or (ivv) negotiateenter into any letter of intent or similar document or any contract, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for commitment contemplating or otherwise relating to any Acquisition Proposal Transaction (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iiias defined below)); provided that . Without limiting the foregoing, it is understood and agreed that any determination or action by the Board of Directors violation of the restrictions set forth in this Section 4.4 by any officer or director of Company expressly permitted under Section 6.1(b) or Section 6.1(c) any investment banker or attorney of Company shall not be deemed to be a breach or violation of this Section 6.1(a4.4 by Company. (b) andFor purposes of this Agreement, in the case of Section 6.1(b) "Acquisition Proposal" shall mean any offer or proposal (other than clause (ivan offer or proposal by Parent) thereof) relating to any Acquisition Transaction. For the purposes of this Agreement, "Acquisition Transaction" shall not be deemed to give Parent a right to terminate mean any transaction or series of related transactions other than the transactions contemplated by this Agreement pursuant to involving: (A) any acquisition or purchase from Company by any Person of voting securities of Company or any tender offer or exchange offer that if consummated would result in any Person or "group" (as defined under Section 8.1(e)(ii13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning 5% or more of the total outstanding voting securities of Company or any merger, consolidation, business combination or similar transaction involving Company; (B) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of any material portion of the assets of Company; or (C) any liquidation, dissolution, recapitalization or other significant corporate reorganization of Company.

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) From and after the date hereof until the Effective Time or, if earlier, or the valid termination of this Agreement pursuant to Article IX hereof, except as set forth in accordance with this Section 8.17.3, the neither Company nor Acquiror shall not, shall cause its subsidiaries not to and shall direct its and authorize or permit any of their respective directors, officers, employees, agentsinvestment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants and accountants, other advisors or and representatives (being referred to herein, collectively, as “Representatives”) not to), to directly or indirectly: (i) solicit, initiate, solicitinduce, propose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any other action to facilitate any inquiry, proposals or offers regarding, inquiries or the making ofof any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition ProposalProposal (as defined in Section 7.3(d) hereof), including (without limitation) amending or granting any waiver or release under any standstill or similar agreement with respect to any Company Common Stock or Acquiror Common Stock, respectively; or (ii) engage inenter into, continue or otherwise participate in any discussions with or negotiations relating regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or furnish otherwise cooperate in any non-public information to any Person in connection way with, any Acquisition Proposal. Notwithstanding the foregoing, prior to the approval of the Company Voting Proposal at the Company Stockholder Meeting (other than the “Specified Time”), the Company may, to state the extent required by the fiduciary obligations of the Company Board, as determined in good faith by the Company Board, after consultation with outside counsel, in response to an unsolicited Acquisition Proposal that the terms did not result from a breach or a deemed breach of this provision prohibit such discussions Section 7.3 and that is, or negotiationsthat is reasonably likely to result in, a Superior Proposal that did not result from a breach by the Company of this Section 7.3, and subject to compliance with Section 7.3(c), (iiix) approve, endorse or recommend, or propose publicly furnish information with respect to approve, endorse or recommend, any the Company to the person making such Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition and its representatives pursuant to a customary confidentiality agreement or not less restrictive of the other similar definitive agreement for any Acquisition Proposal (other party than an Acceptable the Confidentiality Agreement executed and (y) participate in accordance discussions or negotiations with Section 6.1(b)(iii)); provided that it is understood such person and agreed its representative regarding such Acquisition Proposal. Without limiting the foregoing, the Company and Acquiror agree that any determination or action violation of the restrictions set forth in this Section 7.3 by the Board of Directors any Representative of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) Acquiror, as the case may be, or their respective Affiliates, whether or not such Person is purporting to act on behalf of the Company or Acquiror, as the case may be, or their respective Affiliates, shall not be deemed to be constitute a breach by the Company or violation Acquiror, as the case may be, of this Section 6.1(a) and7.3. The Company and Acquiror shall enforce, in to the fullest extent permitted under applicable law, the provisions of any standstill, confidentiality or similar agreement entered into by the Company or Acquiror, as the case may be, or any of Section 6.1(btheir subsidiaries or their respective Affiliates or Representatives, including (without limitation) (other than clause (iv) thereof) shall not be deemed where necessary, obtaining injunctions to give Parent a right prevent any breaches of such agreements and to terminate this Agreement pursuant to Section 8.1(e)(ii)enforce specifically the terms and provisions thereof in any court having jurisdiction.

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) During the date hereof until the Effective Time or, if earlierPre-Closing Period, the valid termination of this Agreement in accordance with Section 8.1, the Company Seller shall not, shall cause its subsidiaries not to and shall direct not permit the Company to, authorize, instruct or permit its and their respective directors, officers, employeesdirectors or employees or any investment banker, agents, investment bankers, attorneys, accountants and attorney or other advisors advisor or representatives (collectively, “Representatives”) not to, representative retained by it to (i) solicit, initiate, solicit, propose, knowingly assist, knowingly facilitate or encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiryinquiries, proposals or offers regardingwith respect to, or the making submission of, any Acquisition ProposalTakeover Proposal by any Person or any inquiry, proposal or offer that is reasonably likely to lead to a Takeover Proposal or (ii) engage inengage, continue or otherwise participate in any discussions with or negotiations relating toregarding, or furnish or cause to be furnished to any Person any non-public information with respect to, or take any other action intended or reasonably expected to facilitate the making of any inquiry or proposal to the Company that constitutes, or may reasonably be expected to lead to, any Takeover Proposal by any Person in connection with, any Acquisition Proposal (other than LEC or its Affiliates or their respective representatives) other than to state that the terms of they are not permitted to have discussions and to refer to this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it Agreement. It is understood and agreed that any determination violation of the restrictions set forth in the preceding sentence by any officer, director or action by the Board of Directors employee of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) any investment banker, attorney or other advisor or representative of the Company, acting on behalf of, and with the authorization of, the Company, shall not be deemed to be a breach or violation of this Section 6.1(a5.2(a) and, by the Company. (b) The Seller promptly (and in the case of Section 6.1(ball events within two (2) (other than clause (iv) thereofBusiness Days) shall advise LEC orally and in writing of the receipt of any Takeover Proposal, inquiry or indication of interest that could lead to a Takeover Proposal, or request for nonpublic information and the material terms and conditions of any such Takeover Proposal, inquiry or request, and the identity of the Person making any such Takeover Proposal, inquiry or request (including an accurate and complete copy thereof). The Seller will promptly keep LEC informed in all material respects of the status and details (including amendments or proposed amendments) of any such Takeover Proposal. The Seller agrees not be deemed to, without the prior written consent of LEC, release any Person from, or waive any provision of, any confidentiality or standstill agreement to give Parent which the Seller is a right to terminate this Agreement pursuant to Section 8.1(e)(ii)party.

No Solicitation. Except as expressly permitted by (a) The Company and its Subsidiaries shall immediately cease any and all existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. (b) At all times during the period commencing with the execution and delivery of this Section 6.1, from the date hereof Agreement and continuing until the Effective Time or, if earlier, earlier to occur of the valid termination of this Agreement in accordance with Section 8.1pursuant to Article IX hereof and the Appointment Time, the Company and its Subsidiaries shall not, shall cause its subsidiaries not to and shall direct its and use their reasonable best efforts to cause their respective directors, officers, officers or other employees, agentscontrolled affiliates, and any investment bankersbanker, attorneysattorney or other advisor or representative retained by any of them not to (and in any event neither the Company nor any of its Subsidiaries shall authorize any of such persons to), accountants and other advisors directly or representatives (collectively, “Representatives”) not to, indirectly: (i) solicit, initiate, solicit, propose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regardingencourage, or induce the making making, submission or announcement of, any an Acquisition Proposal, ; (ii) engage in, continue or otherwise participate in furnish to any discussions with or negotiations relating to, or furnish Person any non-public information relating to the Company or any Person in connection with, any Acquisition Proposal of its Subsidiaries (other than to state (A) Parent, Merger Sub or any designees of Parent or Merger Sub, (B) a customer or potential customer in the ordinary course of business and in manner and to the extent consistent with the Company’s past practices or (C) to a Governmental Authority), or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub, a customer or potential customer referenced in subsection (B) above, or to a Governmental Authority), or take any other action with the intent to assist or facilitate any inquiries or the making of any proposal that the terms of this provision prohibit such constitutes or could lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations), negotiations with any Person with respect to an Acquisition Proposal; (iiiiv) approve, endorse or recommendrecommend an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding or propose publicly Contract contemplating or otherwise relating to approvean Acquisition Transaction (other than a confidentiality agreement as permitted by Section 7.1(b) hereof); or (vi) terminate, endorse amend or recommend, waive any Acquisition Proposal or (iv) negotiate, execute or enter into, rights under any merger agreement, acquisition agreement “standstill” or other similar definitive agreement for between the Company or any Acquisition Proposal of its Subsidiaries and any Person (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)Parent); provided, however, that notwithstanding the foregoing, at any time prior to the Appointment Time, the Company Board may, directly or indirectly through advisors, agents or other intermediaries or representatives, (A) engage or participate in discussions or negotiations with any Person that has made (and not withdrawn) a bona fide, unsolicited Acquisition Proposal in writing that the Company Board reasonably determines in good faith (after consultation with a financial advisor of nationally recognized standing and its outside legal counsel) constitutes or is reasonably likely to lead to a Superior Proposal and/or (B) furnish to any Person that has made (and not withdrawn) a bona fide, unsolicited Acquisition Proposal in writing that the Company Board reasonably determines in good faith (after consultation with a financial advisor of nationally recognized standing and its outside legal counsel) constitutes or is reasonably likely to lead to a Superior Proposal any non-public information relating to the Company or any of its Subsidiaries pursuant to a confidentiality agreement the terms of which are no less favorable to the Company than those contained in the Confidentiality Agreement, provided that it is understood and agreed that in the case of any determination action taken pursuant to the foregoing clauses (A) or action by the Board of Directors of (B), (1) the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be Board received such Acquisition Proposal other than as a result of a breach or violation of this Section 6.1(a) and, in the case terms of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii).this

No Solicitation. Except as expressly permitted by this Section 6.1(i) Seller hereby agrees not to, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company shall not, and shall cause its subsidiaries not to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not to: (A) solicit, (i) initiate, solicit, propose, knowingly assist, knowingly assist or encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or the making of, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information to by any Person in connection with, any Acquisition Proposal (other than the Parties to state that the terms this Agreement) of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (ivB) negotiateparticipate in any discussions or negotiations regarding, execute or enter intofurnish or disclose to any Person any information with respect to, any merger agreementAcquisition Proposal; provided, acquisition agreement however, that (x) neither Seller nor its representatives shall be in any way limited or other similar definitive agreement for restricted from discussing or negotiating, or otherwise taking any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors of the Company expressly permitted under Section 6.1(bactions contemplated by subclauses (A) or (B) of this Section 6.1(c)(i) with respect to any transaction or proposal that does not involve the Business or that does not prevent Seller from completing the transactions contemplated by this Agreement (a “Non-Competing Transaction”), (y) this Section 6.1(c) shall not be deemed applicable in any respect to be a breach transaction or violation of this Section 6.1(a) and, in the case of Section 6.1(b) proposal that is a Non-Competing Transaction (other than clause (iv) thereof) and any such transaction or proposal shall not be deemed to give Parent be an “Acquisition Proposal” for any purpose under this Agreement), and (z) for the avoidance of doubt, in no event shall any payment be required under Section 11.3 as a right result of any actions by Seller or any of its representatives with respect to terminate a Non-Competing Transaction; provided, further, that prior to the receipt of the Required Seller Stockholder Vote, this Agreement pursuant Section 6.1(c) shall not prohibit Seller from furnishing nonpublic information regarding Seller to, or entering into discussions with, any Person in response to a Superior Proposal if (1) neither Seller nor any representative of Seller shall have violated any of the restrictions set forth in this Section 8.1(e)(ii6.1(c), (2) the board of directors of Seller concludes in good faith, after having taken into account the advice of its outside legal counsel, that such action is required in order for the board of directors of Seller to comply with its fiduciary obligations to Seller’s stockholders under Applicable Law, and (3) at least two (2) Business Days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Seller gives Buyer written notice of the receipt of a Superior Proposal. For the avoidance of doubt, the transactions contemplated by the Transportation Proposal shall be deemed to be “Non-Competing Transactions” for all purposes hereunder. (ii) Seller shall promptly advise Buyer of any Acquisition Proposal that is made or submitted by any Person prior to Closing.

No Solicitation. Except as expressly permitted by this Section 6.1, from From the date hereof until to the Effective Time or, if earlier, or --------------- the valid earlier termination of this Agreement in accordance with Section 8.1its terms, Seller and the Company Shareholders: (a) shall not, and Seller shall direct and use its best efforts to cause its subsidiaries not to and shall direct its and their respective directorsAffiliates, officers, directors, employees, agents, investment bankers, attorneys, accountants agents and other advisors or representatives (collectivelyincluding without limitation, “Representatives”the Shareholders, any investment banker, attorney or accountant retained by it) not to, (i) : initiate, solicitsolicit or encourage, proposedirectly or indirectly, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to the Shareholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or equity securities of, Seller (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (b) will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and Seller will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.3; and (c) will notify Parent immediately of the receipt and terms of any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information but neither Seller nor the Shareholders shall be obligated to any Person in connection with, any Acquisition Proposal (other than to state that the terms of this provision prohibit such discussions or negotiations), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiate, execute or enter into, any merger agreement, acquisition agreement or other similar definitive agreement for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action by the Board of Directors notify Parent of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation identity of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)any potential acquirer.

No Solicitation. Except as expressly permitted by this Section 6.1, from (a) From and after the date hereof until the earlier of the Effective Time or, if earlier, or the valid termination of this Agreement in accordance with Section 8.1pursuant to Article 7, the Company Company, its subsidiaries and their affiliates shall not, and shall cause its subsidiaries not to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) the Company Representatives not to, directly or indirectly, (i) initiate, solicit, propose, knowingly assist, knowingly initiate or encourage (including by way of furnishing information) information or knowingly assistance), or take any other action to facilitate facilitate, any inquiry, proposals or offers regarding, inquiry in connection with or the making ofof any proposal from any Person that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal (as defined in Section 5.11(f)), (ii) enter into, explore, maintain, participate in or continue any discussion or negotiation with any Person (other than Merger Sub, Melita or any of the Purchaser Representatives, as applicable) regarding an Acquisition Proposal, or furnish to any Person (other than Merger Sub, Melita or any of the Purchaser Representatives, as applicable) any information or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person (other than Merger Sub, Melita or any of the Purchaser Representatives, as applicable) to make or effect an Acquisition Proposal or (iii) enter into any agreement, arrangement or understanding with respect to, or otherwise endorse, any Acquisition Proposal; provided, however, that nothing contained in this Section 5.11 shall prohibit the Company Board or the Special Committee, prior to approval of this Agreement by the stockholders of the Company at the Stockholders Meeting, from furnishing information to, or engaging in discussions or negotiations with (including making counter proposals to), any Person that makes an unsolicited Acquisition Proposal (which did not result from a breach of this Section 5.11) if (A) the Company Board or the Special Committee determines in good faith after consultation with its outside legal counsel, that failing to take such action would be inconsistent with the Company Board’s or the Special Committee’s fiduciary duties to the Company’s stockholders under applicable law, (B) the Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal (as defined in Section 5.11(g)) and (C) prior to furnishing such information to, or engaging in discussions or negotiations with, such Person, the Company receives from such Person an executed confidentiality agreement (which agreement shall be provided to Melita for information purposes) with terms no less favorable to the Company, in all material respects, than those contained in the Confidentiality Agreement. The issuance of the Press Release by the Company shall not be deemed a breach of this Section 5.11. (b) From and after the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article 7, if the Company Board or the Special Committee is entitled to furnish information to, or engage in discussions or negotiations with, any Person pursuant to Section 5.11(a), the Company Board may, prior to the approval of this Agreement by the stockholders of the Company at the Stockholders Meeting, terminate this Agreement in respect of any Acquisition Proposal pursuant to the termination provisions set forth in Article 7 hereof if such Acquisition Proposal constitutes a Superior Proposal. (c) The Company (i) will promptly (but in any event within two business days) notify Melita orally and in writing of the receipt of any Acquisition Proposal, the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal and (ii) will keep Melita informed in all material respects of the status and details (including amendments and proposed amendments) of any such Acquisition Proposal. (d) Nothing contained in this Agreement shall prevent the Company Board from taking, and disclosing to the Company stockholders, a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to any tender offer; provided, however, that none of the Company, the Company Board, the Special Committee or any Company Representative shall, except as permitted by Section 5.11(b) propose to approve or recommend any Acquisition Proposal. (e) Other than with respect to the party described in Section 5.11(e) of the Company Disclosure Schedule, the Company and each of its subsidiaries shall immediately cease and cause its affiliates and the Company Representatives to cease any and all existing activities, discussions or negotiations with any parties (other than Merger Sub, Melita or any of the Purchaser Representatives, as applicable) conducted heretofore with respect to any Acquisition Proposal, and shall use its reasonable best efforts to cause any such parties in possession of confidential information about the Company that was furnished by or on behalf of the Company in connection with such Acquisition Proposal to return or destroy all such information in the possession of any such party or its representatives. (f) For purposes of this Agreement, “Acquisition Proposal” shall mean any written offer or proposal for, or any indication of interest in, (i) any direct or indirect acquisition or purchase of 10% or more of the total assets of the Company and its subsidiaries, in a single transaction or series of related transactions, other than in the ordinary course of the Company’s business, (ii) engage inany direct or indirect acquisition or purchase of 10% or more of any class of equity securities of the Company or any of its subsidiaries, continue in a single transaction or otherwise participate in any discussions with or negotiations relating to, or furnish any non-public information to any Person in connection with, any Acquisition Proposal (other than to state that the terms series of this provision prohibit such discussions or negotiations)related transactions, (iii) approveany tender offer or exchange offer (including a self-tender offer) that if consummated would result in any person beneficially owning 10% or more of any class of equity securities of the Company or any of its subsidiaries, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) negotiateany merger, execute or enter intoconsolidation, any merger agreementshare exchange, acquisition agreement business combination, recapitalization, reclassification or other similar definitive agreement for transaction involving the Company or any Acquisition Proposal of its subsidiaries or (v) any public announcement of an agreement, proposal or plan to do any of the foregoing, other than an Acceptable Confidentiality Agreement executed in accordance with Section 6.1(b)(iii)); provided that it is understood and agreed that any determination or action the transactions contemplated by the Board of Directors of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall not be deemed to be a breach or violation of this Section 6.1(a) and, in the case of Section 6.1(b) (other than clause (iv) thereof) shall not be deemed to give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii)Agreement.