Common use of No Solicitation Clause in Contracts

No Solicitation. (a) From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall not and shall not permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such matters

No Solicitation. (a) From Seller agrees that, during the date of this Merger Agreement until period from the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementSeptember 30, the Company shall not and shall not permit 1998, neither it nor any of its SubsidiariesAffiliates nor any of their respective officers and directors shall, Affiliates, directors, officers, and Seller shall direct and use its reasonable best efforts to cause its employees, agents or representatives, including, and representatives (including without limitation, limitation any investment banker, attorney or accountant of the Company retained by it or any of its Subsidiaries (collectivelysubsidiaries) not to, "Representatives") initiate, solicit or encourage, directly or indirectly, to (i) initiate, solicit, encourage any inquiries or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes(including without limitation any proposal or offer to shareholders of Seller) with respect to any direct or indirect purchase of all or any significant portion of the Acquired Business or the Purchased Assets (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, an Acquisition Proposal (as defined below)or provide any confidential information or data to, (ii) enter into or maintain or continue have any discussions or negotiate with with, any Person in furtherance of such inquiries or person relating to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse otherwise knowingly facilitate any effort to implement an Acquisition Proposal. Seller will immediately cease and cause to be terminated any existing activities, (iv) disclose discussions or negotiations with any non-public information relating parties conducted heretofore with respect to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or foregoing and enforce any Company Subsidiary confidentiality agreements to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that which it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries subsidiaries is a party. Seller will take the necessary steps to inform the appropriate individuals or Representativesentities referred to in the first sentence hereof of the obligations undertaken in this Section 7.2. Seller will notify (describing the relevant facts) Purchaser immediately if any such inquiries or proposals are received by, relating any such information is requested from, or any such negotiations or discussions are sought to any be initiated or continued with, Seller and will continue to inform Purchaser of the status of such mattersinquiries, proposals, requests, negotiations and discussions.

No Solicitation. (a) From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementThe Company represents and warrants to, and covenants and agrees with, Parent and Purchaser that neither the Company shall not and shall not permit nor any of its Subsidiariessubsidiaries has any agreement, Affiliatesarrangement or understanding with any potential third party acquiror that, directly or indirectly, would be violated, or require any payments, by reason of the execution, delivery and/or consummation of this Agreement. The Company shall, and it shall cause its subsidiaries and its and their officers, directors, employees, investment bankers, attorneys and other agents and representatives to, immediately cease any existing discussions or negotiations with any person other than Parent or Purchaser (a "Third Party") heretofore conducted with respect to any Acquisition Transaction (as hereinafter defined). The Company shall not, and it shall cause its subsidiaries and its and their officers, directors, employees, investment bankers, attorneys and other agents and representatives not to, directly or representativesindirectly, including(w) solicit, without limitationinitiate, continue, facilitate or encourage (including by way of furnishing or disclosing non-public information) any inquiries, proposals or offers from any Third Party with respect to, or that could reasonably be expected to lead to, any investment bankeracquisition or purchase of a material portion of the assets (other than in the ordinary course of business) or business of, attorney or accountant any significant equity interest in (including by way of a tender offer), or any merger, consolidation or business combination with, or any recapitalization or restructuring, or any similar transaction involving, the Company or any of its Subsidiaries subsidiaries (collectivelythe foregoing being referred to collectively as an "Acquisition Transaction"), "Representatives"or (x) directly negotiate, explore or indirectlyotherwise communicate in any way with any Third Party with respect to any Acquisition Transaction, (y) enter into, approve or recommend any agreement, arrangement or understanding requiring the Company to abandon, terminate or fail to consummate the Offer and/or the Merger or any other transaction contemplated hereby, or (z) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by the Company Board of the Offer, the Merger or this Agreement; provided, however, that nothing herein shall prevent the Company Board from taking, and disclosing to the Company's shareholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with respect to any tender offer. The Company will promptly notify Parent of the receipt of any proposal relating to an Acquisition Transaction. Notwithstanding anything to the contrary in the foregoing, the Company may, in response to an unsolicited written proposal with respect to an Acquisition Transaction involving the acquisition of all of the Shares (or all or substantially all of the assets of the Company and its subsidiaries) from a Third Party (i) initiate, solicit, encourage furnish or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), disclose non-public information to such Third Party and (ii) enter into negotiate, explore or maintain or continue discussions or negotiate otherwise communicate with such Third Party, in each case only if (a) after being advised (x) by its outside counsel with respect to its fiduciary obligations and (y) with respect to the financial terms of any Person such proposed Acquisition Transaction, the Board of Directors of the Company determines in furtherance good faith by a majority vote that taking such action is necessary in the exercise of such inquiries or its fiduciary obligations under applicable law (the proposal with respect to obtain an Acquisition Transaction meeting the requirements of this clause (a), a "Superior Proposal, ") and (iiib) agree to, approve, recommend, prior to furnishing or endorse any Acquisition Proposal, (iv) disclose disclosing any non-public information relating to, or entering into discussions or negotiations with, such Third Party, the Company receives from such Third Party an executed confidentiality agreement (which the Company is hereby expressly permitted to negotiate with such party) with terms no less favorable in the aggregate to Company than those contained in the Confidentiality Agreement, but which confidentiality agreement shall not provide for any exclusive right to negotiate with the Company or any Company Subsidiary or afford access to the properties, books or records of payments by the Company and need not contain any "standstill" or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action andsimilar provisions. In addition, the Company Board may approve or recommend (and, in connection therewith withdraw or modify its approval or recommendation of the Offer, this Agreement or the Merger) a Superior Proposal and may terminate this Agreement solely to enter into a definitive agreement with respect to a Superior Proposal provided, however, that Company shall promptly notify Acquiror of any such inquiries not, and proposals received by shall cause its affiliates not to, enter into a definitive agreement with respect to a Superior Proposal unless the Company or concurrently terminates this Agreement in accordance with the terms hereof and pays any of its Subsidiaries or Representatives, relating Termination Fee required under Section 8.3(b) and agrees to pay any of other amounts required under such mattersSection 8.3(b).

No Solicitation. Subject to Section 6(a) hereof, Shareholder shall immediately cease, and shall cause the Liberty Controlled Affiliates and its and their respective Representatives acting at the direction of Shareholder or such Liberty Controlled Affiliates to immediately cease, any discussions or negotiations with any third-party that may be ongoing with respect to a Competing Proposal (afor purposes of this Agreement, excluding any Transfer permitted by Section 1(b) above), or any proposal that could reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly any confidential information that has been provided since January 2015 in any such discussions or negotiations. From the date hereof until the earlier of this Merger Agreement until the Effective Time or the date of termination of this Merger Agreement pursuant to the terms of this Merger Agreementin accordance with its terms, the Company Shareholder shall not not, and shall cause the Liberty Controlled Affiliates and its and their respective Representatives acting at the direction of Shareholder or such Liberty Controlled Affiliates not permit any of its Subsidiariesto, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage initiate or knowingly facilitate encourage (including by way of furnishing information), the making of information which has not been previously publicly disseminated) any Competing Proposal or any proposal or offer that constitutes, an Acquisition Proposal (as defined below)which would reasonably be expected to lead to a Competing Proposal, (ii) enter into or maintain or continue engage in any discussions or negotiate negotiations regarding any Competing Proposal or (iii) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement with respect to any Competing Proposal. Shareholder shall promptly, and in any event no later than 24 hours, after it receives (x) any Competing Proposal or indication by any Person in furtherance of such inquiries or to obtain an Acquisition that it is considering making a Competing Proposal, (iiiy) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any request for non-public information relating to the Company or its Subsidiaries other than requests for information in the ordinary course of business consistent with past practice and unrelated to a Competing Proposal or (z) any inquiry or request for discussions or negotiations regarding any Competing Proposal, notify the Company Subsidiary orally and in writing of any of the foregoing occurrences, the identity of the Person making such request, inquiry or afford access Competing Proposal and a copy of such request, inquiry or Competing Proposal (or where no such copy is available, a reasonably detailed description of such request, inquiry or Competing Proposal), including any modifications thereto. For the avoidance of doubt, notwithstanding anything to the propertiescontrary in this Section 1(c), books this Section 1(c) shall not prohibit any discussions, negotiations, or records of the Company or any Company Subsidiary Transfers related to any person that has made or may reasonably be expected permitted Transfers pursuant to make Section 1(b), and any Transfer permitted under Section 1(b) will not constitute a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any breach of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersthis Section 1(c).

No Solicitation. (a) From During the date of this Merger Agreement until the Effective Time Term, each Stockholder will not, --------------- nor shall it permit or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall not and shall not permit authorize any of its Subsidiaries, Affiliatesofficers, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries representatives (collectively, the "Representatives") to, (i) solicit --------------- or initiate, or encourage, directly or indirectly, any inquiries regarding the submission of, any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to (i) initiateany Person any information or date with respect to, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a lead to, any Acquisition Proposal or that has advised (iii) enter into any agreement with respect to any Acquisition Proposal or approve or agree or resolve to approve any Acquisition Proposal. Upon execution of this Agreement, each Stockholder will, and it will cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly (and in any event, within 24 hours) advise the Company that it is orally and in writing of any request for information or may be interested in making a proposal regarding a the submission or receipt of any Acquisition Proposal, or (v) authorize any inquiry with respect to or permit which could lead to any Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry and the identity of the person making any such request, Acquisition Proposal or inquiry and such Stockholder's response or responses thereto. This Section 1.6 relates only to action taken or omitted by any Stockholder in his, her or its capacity as such, and does not restrict or their Subsidiaries require action taken or Representatives to take omitted by such Stockholder or any person affiliated with such Stockholder in his or her capacity, if any, as an officer or director of Xxxxx so long as any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company Stockholder or any person affiliated with such Stockholder in his or her capacity as an officer or director of its Subsidiaries or Representatives, relating to any Xxxxx is not in breach of such mattersthe terms and provisions of the Merger Agreement.

No Solicitation. (a) From Except as expressly permitted by this Section 5.3, from and after the date of this Merger Agreement hereof until the Effective Time or Time, or, if earlier, the termination of this Merger Agreement pursuant to the terms of this Merger Agreementin accordance with Article 7, the Company shall not not, and shall cause its Affiliates and its and their respective Representatives not permit any of its Subsidiariesto, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant on behalf of the Company or any of its Subsidiaries (collectivelyCompany, "Representatives") directly or indirectly, to indirectly (i) initiate, solicit, encourage facilitate or knowingly facilitate (including by way of furnishing information), encourage any Acquisition Proposal or the making or submission thereof or the making of any proposal or offer that constitutes, an could reasonably be expected to lead to any Acquisition Proposal (as defined below), or (ii) enter into or maintain or continue discussions or negotiate with participate in any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommendnegotiations regarding, or endorse furnish any Acquisition Proposal, (iv) disclose Third Party any non-public information relating to the Company or any Company Subsidiary or afford access to the propertiesits Subsidiaries, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a connection with an Acquisition Proposal. The Company shall, or (v) and shall cause its Affiliates and Representatives to cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of its or their Subsidiaries or Representatives to take continue, any and all existing activities, discussion or negotiations, if any, with any Third Party conducted prior to the date hereof with respect to any Acquisition Proposal and shall use its reasonable best efforts to cause any such action and, the Company shall promptly notify Acquiror Third Party (or its agents or advisors) in possession of any such inquiries and proposals received by non-public information in respect of the Company or any of its Subsidiaries that was furnished by or Representativeson behalf of the Company and its Affiliates to return or destroy (and confirm destruction of) all such information. Except as expressly permitted by this Section 5.3, from and after the date hereof until the Effective Time, or, if earlier, the termination of this Agreement in accordance with Article 7, neither the Company Board nor any committee thereof shall (i) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any Acquisition Proposal, (ii) withdraw, change, qualify, withhold or modify, or publicly propose to withdraw, change, qualify, withhold or modify, in a manner adverse to Parent or Merger Sub, the Company Board Recommendation, (iii) if an Acquisition Proposal has been publicly disclosed, fail, within three (3) days of the request of Parent, to publicly recommend against such Acquisition Proposal in accordance with Section 5.3(e), (iv) approve, authorize, cause or permit the Company or any of its Subsidiaries to enter into any merger agreement, acquisition agreement, letter of intent, memorandum of understanding or other similar agreement relating to any Acquisition Proposal (a “Company Acquisition Agreement”), or (v) resolve or agree to do any of such mattersthe foregoing (any action set forth in the foregoing clauses (i) through (v) of this sentence, a “Change of Board Recommendation”).

No Solicitation. (a) From and after the date of this Merger Agreement hereof until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall will not, and will cause its Representatives (as defined below) not and shall not permit any of its Subsidiariesto, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, solicit or encourage or knowingly facilitate (including by way of furnishing informationinformation or assistance), or take any other action to facilitate, any inquiries or the making of any proposal or offer that constitutes, an or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), (ii) enter into any agreement contemplating or participate in any discussions or negotiations regarding any Acquisition Proposal, or furnish to any third party any information with respect to its business, properties or assets in connection with any Acquisition Proposal, (iii) maintain or continue discussions or negotiate negotiations with any Person person or entity in furtherance of such inquiries or to obtain for the purpose of obtaining an Acquisition Proposal, (iiiiv) agree to, approve, recommend, to or endorse any Acquisition Proposal, (ivv) disclose any non-public information relating to withdraw, modify or not make the Company or any Company Subsidiary or afford access to the properties, books or records recommendations of the Company or any Company Subsidiary Company's Board of Directors referred to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition ProposalSection 1.3, or (vvi) authorize release any third party from any standstill, confidentiality or permit similar agreement, or waive or amend any provision thereof, to which it is a party. It is agreed that any violation of its or their Subsidiaries or Representatives to take the restrictions set forth in the preceding sentence by any such action and, the Company shall promptly notify Acquiror Representative of any such inquiries and proposals received by the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company. The Company shall notify Parent orally (within one business day) and in writing (as promptly as practicable) of all of the relevant details relating to, and all material aspects of (including the identity of the person or Representativesentity making such inquiry or proposal), all inquiries and proposals which it or any of its Subsidiaries or any of their respective Representatives may receive relating to any of such mattersmatters and, if such inquiry or proposal is in writing, the Company shall deliver to Parent a copy of such inquiry or proposal as promptly as practicable. Notwithstanding the foregoing, prior to the acceptance of Shares for payment pursuant to the Offer and provided that the Company has complied with the terms of this Section 6.2, nothing contained in this Section 6.2 shall prohibit the Board of Directors of the Company from:

No Solicitation. (a) From During the date period from the execution of this Merger Agreement until through the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementAcceptance Time, the Company shall not not, and shall not permit any of cause its Subsidiaries, Affiliates, Subsidiaries and its and their directors, officers, employees, investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries representatives (collectively, "“Representatives"”) to not directly or indirectly, to indirectly (i) initiatewhether publicly or otherwise, solicit, initiate, endorse, encourage or knowingly facilitate (including by way of furnishing information)any inquiry, proposal or offer with respect to, or the making of or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that constitutesis reasonably likely to lead to, an facilitate the making of or assist in the submission of any Acquisition Proposal (as defined below)Proposal, (ii) enter into into, continue or maintain or continue otherwise participate in any discussions or negotiate with negotiations regarding, or furnish to any Person (other than Parent or any designees or Representatives of Parent) any information or data with respect to, or otherwise cooperate in furtherance of such inquiries or to obtain an any way with, any Acquisition Proposal, (iii) agree to, approve, recommend, furnish to any Person (other than Parent or endorse any Acquisition Proposal, (ivdesignees or Representatives of Parent) disclose any non-public information relating to the Company Company, or afford to any Person (other than Parent or any Company Subsidiary designees or afford Representatives of Parent) access to the business, properties, books assets, books, records or records other non-public information, or to any personnel, of the Company Company, in any such case with the intent to, or any Company Subsidiary to any person that has made or may would reasonably be expected to, facilitate the making, submission or announcement of any proposal that constitutes or would reasonably be likely to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a lead to an Acquisition Proposal, (iv) enter into any merger agreement, purchase agreement, letter of intent or similar agreement with respect to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement entered into pursuant to ‎Section 4.3(b)) or (v) authorize resolve, agree or permit propose to do any of the foregoing. The Company shall, and shall cause each of its Subsidiaries and the Representatives of the Company and its Subsidiaries to, (A) immediately cease and cause to be terminated all existing discussions and negotiations with any Person (other than Parent or their Subsidiaries any designees or Representatives of Parent) conducted heretofore with respect to take any Acquisition Proposal or potential Acquisition Proposal and immediately terminate all physical and electronic data room access previously granted to any such action andPerson, (B) request the Company shall promptly notify Acquiror prompt return or destruction of all confidential information previously furnished with respect to any Acquisition Proposal or potential Acquisition Proposal, and (C) not terminate, waive, amend, release or modify any provision of any such inquiries and proposals received by the Company confidentiality or standstill agreement to which it or any of its Subsidiaries Affiliates or Representatives, relating Representatives is a party with respect to any Acquisition Proposal or potential Acquisition Proposal, and shall enforce the provisions of any such mattersagreement, which shall include seeking any injunctive relief available to enforce such agreement.

No Solicitation. Except as otherwise contemplated by this Agreement, from and after the date hereof, the Company shall not, and the General Partner shall cause the Subsidiary Partnership not to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any person or group (aother than the Parent, the Operating Partnership, Newco I, Newco II, Merger Sub or any affiliate, associate or designee of the Parent or the Operating Partnership) From concerning any proposal for an acquisition of all or substantially all of the business and properties or partnership units or interests of the Company or the Subsidiary Partnership, whether by merger, tender offer, purchase of assets or partnership units or otherwise (any such proposal made after the date hereof, including any renewal of any such proposal, or new proposal, made after the date hereof by a party (other than the Parent, the Operating Partnership, Newco I, Newco II, Merger Sub or any affiliate, associate or designee of the Parent or the Operating 72 63 Partnership) that made any such proposal prior to the date hereof, an "ACQUISITION PROPOSAL"). As of the date of this Agreement, each of the Company, the General Partner and the Subsidiary Partnership hereby (a) represents that as of such date it and the Special Committee have (or immediately following the public announcement of the execution and delivery of this Agreement shall have) discontinued discussions or negotiations with all persons or groups (other than the Parent, the Operating Partnership, Newco I, Newco II, Merger Agreement until Sub or any affiliate, associate or designee of the Effective Time Parent or the termination Operating Partnership) with whom discussions or negotiations have previously been held concerning any proposal for an acquisition of this Merger Agreement pursuant to all or substantially all of the terms of this Merger Agreement, the Company shall not business and shall not permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents properties or representatives, including, without limitation, any investment banker, attorney partnership units or accountant interests of the Company or any the Subsidiary Partnership, whether by merger, tender offer, purchase of its Subsidiaries assets or partnership units or otherwise, and (collectivelyb) agrees not to, "Representatives") directly or indirectly, to (i) initiateencourage, solicit, encourage participate in or knowingly facilitate (including by way of furnishing information)initiate discussions or negotiations with, the making of or provide information to any such person or group concerning any proposal for an acquisition of all or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into substantially all of the business and properties or maintain partnership units or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records interests of the Company or any Company the Subsidiary Partnership, whether by merger, tender offer, purchase of assets or partnership units or otherwise other than in compliance with the provisions of this Section 5.5. Notwithstanding the foregoing, (i) the Board of Directors of the General Partner or the Special Committee may take, and disclose to the Unitholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with respect to any tender offer for Company Units and (ii) the Company, the General Partner and the Subsidiary Partnership may, directly or indirectly, furnish information 73 64 and access and may participate in discussions and negotiate with any person that has made or may reasonably be expected to make a proposal regarding a group concerning any Acquisition Proposal which the Board of Directors of the General Partner or that has advised the Company Special Committee determines in its good faith judgment, after consultation with its independent legal counsel, that it is or may be interested necessary to do so in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any the exercise of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersfiduciary obligations.

No Solicitation. (a) From the date of this Merger Agreement until the Effective Time Except as it may relate to any Excluded Party or the termination of this Merger Agreement pursuant Silver Party and subject to the terms of Section 5.02(c), from the No-Shop Period Start Date until the earlier to occur of the valid termination of this Merger AgreementAgreement pursuant to Article VIII and the Effective Time, Titanium shall cease and cause to be terminated any discussions or negotiations with any Person and its Affiliates and Representatives that would be prohibited by this Section 5.02(b). Except as it may relate to any Excluded Party and subject to the terms of Section 5.02(c), from the No-Shop Period Start Date until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall Titanium Parties will not, and will instruct each of their respective Representatives not and shall not permit any of its Subsidiariesto, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, initiate or propose the making or submission of, or knowingly encourage or knowingly facilitate (including by way of furnishing information), the making of or submission of, any offer or proposal that constitutes or offer that constitutes, would reasonably be expected to lead to an Acquisition Proposal (as defined below), Proposal; (ii) enter into or maintain or continue discussions or negotiate with furnish to any Person in furtherance (other than the Silver Parties or any designees of such inquiries or to obtain an Acquisition Proposal, (iiithe Silver Parties) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company Titanium or any of its Subsidiaries or Representativesafford to any Person (other than the Silver Parties or any designees of the Silver Parties) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Titanium or any of its Subsidiaries, in any such case with the intent to induce the making or submission of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal; (iii) participate in, knowingly facilitate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal or any offer, proposal or inquiry that would reasonably be expected to lead to an Acquisition Proposal (other than informing such Persons of the existence of the provisions contained in this Section 5.02(b) or contacting such Person or its Representatives solely to clarify the terms and conditions of any Acquisition Proposal); (iv) enter into any letter of intent, memorandum of understanding, agreement in principle, investment agreement, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction or that would reasonably be expected to lead to an Acquisition Proposal; other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract providing for an Acquisition Transaction an “Alternative Acquisition Agreement”) or (v) reimburse or agree to reimburse the expenses of any other Person (other than the Titanium Parties’ Representatives) in connection with an Acquisition Proposal or any inquiry, discussion, offer or request that would reasonably be expected to lead to an Acquisition Proposal. From the No-Shop Period Start Date until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Effective Time, Titanium will be required to enforce, and will not be permitted to waive, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to Titanium or the Titanium Board (or the Titanium Special Committee), unless the Titanium Special Committee has determined in good faith, after consultation with its outside counsel, that failure to take such mattersaction (I) would prohibit the counterparty from making an unsolicited Acquisition Proposal to the Titanium Board or Titanium Special Committee in compliance with this Section 5.02 and (II) would be inconsistent with its fiduciary duties pursuant to Applicable Law. Notwithstanding anything herein to the contrary, including the occurrence of the No-Shop Period Start Date, from and after the No-Shop Period Start Date, the Titanium Parties and their respective Representatives may continue to engage in the activities described in Section 5.02(a) with respect to any Excluded Party (and its Representatives), including with respect to any amended or modified Acquisition Proposal submitted by any Excluded Party following the No-Shop Period Start Date, and the restrictions in this Section 5.02(b) shall not apply with respect thereto.

No Solicitation. (a) From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the The Company shall not and not, nor shall not it authorize or permit any of its SubsidiariesAffiliates to, and shall not authorize or permit its and its Affiliates’ respective Representatives to, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to indirectly (i) initiate, solicit, initiate or knowingly encourage or knowingly otherwise take any action to facilitate (including by way of furnishing information)any inquiries regarding, or the making of of, any proposal or offer that constitutes, an or may reasonably be expected to lead to, the submission of any Company Acquisition Proposal (as defined below)Proposal, or, (ii) enter into subject to Section ‎4.7(b), conduct or maintain or continue engage in any discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposalnegotiations with, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary of its Subsidiaries to, or afford access knowingly assist, participate in, facilitate or encourage any effort by, any third party that, to the propertiesCompany’s Knowledge is seeking to make, books or records of the Company or has made, any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (iii) subject to Section ‎4.7(b), approve, endorse or recommend any Company Acquisition Proposal, or (iv) subject to Section ‎4.7(b), enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other similar Contract (other than, for the avoidance of doubt, an Acceptable NDA to the extent permitted by Section ‎4.7(b)) relating to any Company Acquisition Proposal (each, a “Company Acquisition Agreement”), or (v) subject to Section ‎4.7(b), grant any waiver, amendment or release under any standstill or confidentiality agreement or any Anti-takeover Laws or otherwise fail to enforce any of the foregoing (it being understood that the Company shall immediately take all steps within its power necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, under any such provisions), or (vi) resolve or agree to do any of the foregoing. Subject to Section ‎4.7(b), neither the Board nor any committee thereof shall make, withdraw, amend, modify or materially qualify, in a manner adverse to Parent or Sub, the Company Board Recommendation, or recommend a Company Acquisition Proposal, fail to recommend against acceptance of any tender offer or exchange offer for the shares of Company Common Stock within ten (10) Business Days after the commencement of such offer, or make any public statement inconsistent with the Company Board Recommendation, or resolve or agree to take any of the foregoing actions (any of the foregoing a “Change in Recommendation”). The Company shall, and shall cause its Affiliates to, cease immediately and cause to be terminated, and shall not authorize or permit any of its or their Subsidiaries or Representatives to take continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Company Acquisition Proposal and shall use its reasonable best efforts to cause any such action and, the Company shall promptly notify Acquiror third party (or its agents or advisors) in possession of any such inquiries and proposals received by non-public information in respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Company and its Affiliates to return or destroy (and confirm destruction of) all such information, subject to Section ‎4.7(b), and shall terminate access of all Persons (other than Parent, the Company and their respective Affiliates and Representatives, relating ) to any of such matters“data room” with respect to any Company Acquisition Proposal.

No Solicitation. (a) From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementThe Seller Corporation shall, the Company shall not and shall not permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to authorize or permit any of their Representatives directly or indirectly to, (i) solicit, initiate, solicitencourage, encourage induce or knowingly facilitate (including by way of furnishing information)the making, the making submission or announcement of any proposal Acquisition Proposal or offer take any action that constitutes, could reasonably be expected to lead to an Acquisition Proposal (as defined below)Proposal, (ii) enter into or maintain or continue discussions or negotiate with furnish any information regarding any of the Seller Corporation to any Person in furtherance connection with or in response to an Acquisition Proposal or an inquiry or indication of such inquiries or interest that could lead to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, engage in discussions or endorse negotiations with any Person with respect to any Acquisition Proposal, (iv) disclose approve, endorse or recommend any non-public Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; The Seller shall promptly (and in no event later than 48 hours after receipt of any Acquisition Proposal, any inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal or any request for nonpublic information) advise the Purchaser orally and in writing of any Acquisition Proposal, any inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal or any request for nonpublic information relating to the Company or any Company Subsidiary or afford access to Seller (including the properties, books or records identity of the Company Person making or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a submitting such Acquisition Proposal, inquiry, indication of interest or (vrequest, and the terms thereof) authorize that is made or permit submitted by any of its or their Subsidiaries or Representatives Person during the Pre-Closing Period. The Seller shall keep the Purchaser fully informed with respect to take any such action and, the Company shall promptly notify Acquiror status of any such inquiries Acquisition Proposal, inquiry, indication of interest or request and proposals received by the Company any modification or any of its Subsidiaries or Representatives, relating to any of such mattersproposed modification thereto.

No Solicitation. (a) From the date of this Merger Agreement until the earlier of the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company and the Company Subsidiaries shall not (and the Company shall not permit cause each of its and any of its the Company Subsidiaries, Affiliates, directors, ’ officers, employees, agents directors or representatives, including, without limitation, employees or any investment banker, attorney financial advisor, attorney, accountant or accountant of the Company other representative retained by it or any of its Subsidiaries (collectively, "Representatives"not to) directly or indirectly, to : (i) solicit, initiate, solicitpropose, encourage or knowingly facilitate facilitate, or engage in discussions or negotiations with any Person (including other than Parent or Sub) (whether such discussions or negotiations are initiated by the Company or otherwise) relating to (1) any business combination with or any direct or indirect acquisition, in a single transaction or a series of transactions and whether by way of furnishing informationmerger, purchase of capital stock, purchase of assets or otherwise, of (X) the Company, (Y) more than 25% of the fair market value of the assets of the Company and the Company Subsidiaries taken as a whole or (Z) more than 25% of any class of Company Capital Stock, (2) any tender offer (including a self-tender offer) or exchange offer, as defined pursuant to the Exchange Act, that, if consummated, would result in any Person or group beneficially owning 25% or more of any class of Company Capital Stock or the filing with the SEC of a Schedule TO or a registration statement under the Securities Act in connection therewith or (3) any other merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or other similar transaction involving the Company or any Company Subsidiary (any of (1), (2) or (3), an “Alternative Acquisition”); (ii) solicit, initiate, propose, encourage or facilitate the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (iiincluding any proposal or offer from or to the Company’s stockholders) enter into or maintain or continue discussions or negotiate with from any Person in furtherance of such inquiries (other than Parent or Sub) relating to obtain an Alternative Acquisition (an “Alternative Acquisition Proposal, ”); or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public provide information relating with respect to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person Person (other than Parent or Sub) relating to a possible Alternative Acquisition by any Person (other than Parent or Sub). Notwithstanding the foregoing, prior to receiving the Company Stockholder Approval, the Company Board may, to the extent required by the fiduciary obligations of the Company Board under Delaware law, as determined in good faith by the Company Board after consultation with outside legal counsel, in response to a bona fide, written Alternative Acquisition Proposal that the Company Board determines, in good faith after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, is or is reasonably likely to result in a Superior Company Proposal, and after providing a notice of and a copy of such Superior Company Proposal to Parent, (A) participate in discussions and negotiations regarding such Alternative Acquisition Proposal, (B) furnish information with respect to the Company and its Subsidiaries to the Person (and its representatives) making such Alternative Acquisition Proposal pursuant to a customary confidentiality agreement that does not contain terms that would prevent the Company from complying with its obligations under this Section 6.02 and (C) approve and recommend such Superior Company Proposal and, in connection with such Superior Company Proposal, withdraw, modify or change the Company Board’s recommendation (any of the foregoing, a “Change in Board Recommendation”); provided, that the Company shall not effect a Change in Board Recommendation unless the Company has made (x) provided a timely notice to Parent (a “Notice of Superior Proposal”), advising Parent that the Company Board has received a Superior Company Proposal, specifying the material terms and conditions of such Superior Company Proposal and identifying the Person making such Superior Company Proposal (it being understood and agreed that any amendment to the financial terms or may reasonably be expected any other material term of such Superior Company Proposal shall require a new Notice of Superior Proposal and a new three business day period) and (y) negotiated during the three business day period following Parent’s receipt of the Notice of Superior Proposal in good faith with Parent (to the extent Parent wishes to negotiate) to enable Parent to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any counter-offer. For purposes of its or their Subsidiaries or Representatives to take any such action andthis Section 6.02, the Company term “Person” shall promptly notify Acquiror of include any such inquiries and proposals received by group as defined in the Company or any of its Subsidiaries or Representatives, relating to any of such mattersExchange Act.

No Solicitation. Subject to Section 5(a) hereof, Shareholder shall immediately cease, and shall cause the Liberty Controlled Affiliates and its and their respective Representatives acting at the direction of Shareholder or such Liberty Controlled Affiliates to immediately cease, any discussions or negotiations with any third-party that may be ongoing with respect to a proposal relating to an ILG Alternative Transaction (aa “Competing Proposal”) From (for purposes of this Agreement, excluding any Transfer permitted by Section 1(b) above), or any proposal that could reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly any confidential information that has been provided since January 2017 in any such discussions or negotiations. Subject to Section 5(a) hereof, from the date of this Merger Agreement hereof until the earlier of the Final Holdco Merger Effective Time or the date of termination of this Merger Agreement pursuant to the terms of this Merger Agreementin accordance with its terms, the Company Shareholder shall not not, and shall cause the Liberty Controlled Affiliates and its and their respective Representatives acting at the direction of Shareholder or such Liberty Controlled Affiliates not permit any of its Subsidiariesto, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage initiate or knowingly facilitate encourage (including by way of furnishing information), the making of information which has not been previously publicly disseminated) any Competing Proposal or any proposal or offer that constitutes, an Acquisition Proposal (as defined below)which would reasonably be expected to lead to a Competing Proposal, (ii) enter into or maintain or continue engage in any discussions or negotiate negotiations regarding any Competing Proposal or (iii) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement with respect to any Person Competing Proposal. Shareholder shall promptly, and in furtherance of such inquiries any event no later than 24 hours, after it receives (x) any Competing Proposal or to obtain an Acquisition indication by any person that it is considering making a Competing Proposal, (iiiy) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any request for non-public information relating to ILG or its subsidiaries other than requests for information in the Company ordinary course of business consistent with past practice and unrelated to a Competing Proposal or (z) any Company Subsidiary inquiry or afford access request for discussions or negotiations regarding any Competing Proposal, notify ILG and MVW orally and in writing of any of the foregoing occurrences, the identity of the person making such request, inquiry or Competing Proposal and a copy of such request, inquiry or Competing Proposal (or where no such copy is available, a reasonably detailed description of such request, inquiry or Competing Proposal), including any modifications thereto. For the avoidance of doubt, notwithstanding anything to the propertiescontrary in this Section 1(c), books this Section 1(c) shall not prohibit any discussions, negotiations, or records of the Company or any Company Subsidiary Transfers related to any person that has made or may reasonably be expected permitted Transfers pursuant to make Section 1(b), and any Transfer permitted under Section 1(b) will not constitute a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any breach of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersthis Section 1(c).

No Solicitation. Notwithstanding anything to the contrary contained in this Agreement, during the period (athe “Go-Shop Period”) From beginning on the date of this Merger Agreement and continuing until 12:01 a.m. on the Effective Time or 65th day after the termination date of this Merger Agreement pursuant to or, if earlier, the terms 60th day after the later of (x) the date of this Merger AgreementAgreement or (y) the date on which an independent investment bank selected by the MCC Special Committee is retained by the MCC Special Committee to solicit strategic alternatives for MCC (the “No-Shop Period Start Date”), the Company Section 7.3(b), Section 7.4(b), Sections 7.10(a) through (d) and Section 7.10(f) shall not apply or have any force or effect with regard to MCC, provided that beginning on the No-Shop Period Start Date, Section 7.3(b), Section 7.4(b), Sections 7.10(a) through (d) and Section 7.10(f) shall not permit any apply and be in full force and effect with regard to MCC (and, for the avoidance of doubt, SIC). Without limiting the foregoing, during the Go-Shop Period: (A) MCC and its Subsidiaries, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of representatives shall have the Company or any of its Subsidiaries (collectively, "Representatives") right to directly or indirectly, to indirectly (i) solicit, initiate, solicitpropose, encourage cause or knowingly induce the making, submission or announcement of, or encourage, facilitate or assist, whether publicly or otherwise, any Competing Proposal (including by way of furnishing information)or any inquiry, the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined belowcould lead to a Competing Proposal), (ii) enter into or maintain or continue discussions or negotiate with subject to the entry into, and in accordance with, an Acceptable Confidentiality Agreement, the MCC Special Committee, in its discretion, may furnish to any Person in furtherance (and its representatives and financing sources subject to the terms and obligations of such inquiries or Acceptable Confidentiality Agreement applicable to obtain an Acquisition Proposal, (iiisuch Person) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary MCC or afford to any such Person (and such representatives and financing sources) access to the business, properties, books assets, books, records and other nonpublic information, and to any personnel, of MCC (provided that MCC will provide to SIC any information relating to MCC that was not previously provided or records made available to SIC prior to or concurrently with the time it is furnished to such Person provided, MCC may omit any information to the extent that it would reveal the identity of the Company Person making, or any Company Subsidiary to any person terms or conditions of, the Competing Proposal or inquiry that has made or may could reasonably be expected to make lead to a Competing Proposal being discussed with such Person), in any such case with the intent to induce the making, submission and announcement of, and to encourage, facilitate and assist, any proposal regarding or inquiry that constitutes, or is reasonably expected to lead to, a Acquisition Competing Proposal or any inquiries or the making of any proposal that has advised the Company that it is or may would reasonably be interested in making expected to lead to a proposal regarding a Acquisition Competing Proposal, and (iii) engage in, enter into, continue, maintain, or otherwise participate in, any discussions or negotiations with any Persons (vand their respective representatives, including potential financing sources) authorize with respect to any Competing Proposal (or permit any of its inquiries, proposals or their Subsidiaries offers or Representatives other efforts that could lead to take a Competing Proposal) and cooperate with or assist or participate in or facilitate any such action andinquiries, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company proposals, offers, discussions or negotiations or any of its Subsidiaries effort or Representatives, relating attempt to make any of such mattersCompeting Proposals; and (B) the MCC Board shall have the right to make any MCC Adverse Recommendation Change.

No Solicitation. (ae) From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the The Company shall not and shall not authorize or permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents or representativesadvisors agents, includingrepresentatives and investment bankers (with respect to any Person, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, foregoing Persons are referred to herein as such Person's "Representatives") to, directly or indirectly, to (i) solicit, initiate, solicit, encourage endorse or knowingly take any action to facilitate (including by way or encourage the submission of furnishing information), any Takeover Proposal or the making of any proposal or offer that constitutescould reasonably be expected to lead to any Takeover Proposal, an Acquisition Proposal (as defined belowor, subject to Section 6.04(b), (iii) enter into conduct, continue or maintain engage in or continue otherwise participate in any discussions (other than to inform a Person of the existence of this provisions of this Section 6.04) or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposalnegotiations with, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or Company, afford access to the business, employees, properties, assets, books or records of the Company or knowingly assist, participate in, facilitate or encourage any Company Subsidiary effort by, any third party that is seeking to make, or has made, any Takeover Proposal, (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised class of equity securities of the Company that it is or may be (B) approve any transaction under, or any third party becoming an "interested stockholder" under, Section 203 of the DGCL, (iii) enter into any agreement in making a proposal regarding a Acquisition 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, or (viv) resolve, propose, or agree to do any of the foregoing (each, a "Company Acquisition Agreement"). Subject to Section 6.04(b), neither the Company Board nor any committee thereof shall fail to make, withdraw, amend, modify or materially qualify, in a manner adverse to Parent or Merger Sub, the Company Board Recommendation, or recommend a Takeover Proposal, or make any public statement inconsistent with the Company Board Recommendation, or resolve or agree to take any of the foregoing actions (any of the foregoing, a "Company Adverse Recommendation Change"). The Company shall cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of its or their Subsidiaries or Representatives to take continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its commercially reasonable efforts to cause any 26995100v.1 such action and, third party (or its agents or advisors) in possession of non-public information in respect of the Company shall promptly notify Acquiror that was furnished by or on behalf of any such inquiries and proposals received by the Company to promptly return or any of its Subsidiaries or Representatives, relating to any of destroy (and confirm destruction of) all such mattersinformation.

No Solicitation. (a) From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementOPM shall not, the Company nor shall not and shall not it knowingly permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents or representatives, Representatives (including, without limitation, any investment banker, broker, finder, attorney or accountant of the Company retained by it) to, initiate, solicit or any of its Subsidiaries (collectivelyfacilitate, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage any inquiries or knowingly facilitate (including by way of furnishing information), the making of any proposal with respect to any Alternative Transaction, engage in any discussions or offer that negotiations concerning, or provide to any other Person any information or data relating to, it or any Subsidiary for the purposes of, or otherwise cooperate in any way with or assist or participate in, or facilitate any inquiries or the making of any proposal which constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make lead to, a proposal regarding to seek or effect any Alternative Transaction, or agree to or endorse any Alternative Transaction. "Alternative Transaction" means a Acquisition Proposal transaction or that has advised series of related transactions (other than the Company that Transactions) resulting in or likely to result in (i) any change of control of OPM, (ii) any merger, consolidation or other business combination of OPM, regardless of whether OPM is the surviving Entity unless the surviving Entity remains obligated under this Agreement to the same extent as it is was, (ii) any tender offer or may be interested in making a proposal regarding a Acquisition Proposalexchange offer for, or any acquisitions of, any securities of OPM, (iv) any sale or other disposition of all or any substantial part of the OPM Assets or the OPM Business, (v) any issue or sale, or any agreement to issue or sell, any capital stock, Convertible Securities or Option Securities by OPM, or (vvi) authorize any sale, transfer, pledge, assignment or permit other conveyance or any of its agreement to sell, transfer, pledge, assign or their Subsidiaries or Representatives to take otherwise convey, any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company Subject Stock. If OPM or any of its Subsidiaries Representatives receives any inquiry with respect to an Alternative Transaction while this Agreement is in effect, OPM shall inform the inquiring party that it is not entitled to enter into discussions or Representatives, negotiations relating to any of such mattersan Alternative Transaction.

No Solicitation. (a) From The Company represents and warrants to, and covenants and agrees with, Parent and the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, Purchaser that neither the Company shall not and shall not permit nor any of its Subsidiariesthe Subsidiaries has any agreement, Affiliates, directors, officers, employees, agents arrangement or representatives, including, without limitation, understanding with any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") potential acquirer that directly or indirectly, would be violated, or require any payments, by reason of the execution, delivery and/or consummation of this Agreement and the Stock Option Agreement. The Company shall, and shall use its commercially reasonable best efforts to cause the Subsidiaries and the officers, directors, employees, investment bankers, attorneys and other agents and representatives of the Company and the Subsidiaries to, immediately cease any existing discussions or negotiations with any person (iincluding a "person" as defined in Section 13(d)(3) of the Exchange Act) other than Parent or the Purchaser (a "Third Party") heretofore conducted with respect to any Acquisition Transaction (as hereinafter defined). The Company shall not, and shall use its commercially reasonable best efforts to cause the Subsidiaries and the officers, directors, employees, investment bankers, attorneys and other agents and representatives of the - 21 - 22 Company and the Subsidiaries not to, directly or indirectly, (x) solicit, initiate, solicitcontinue, facilitate or encourage or knowingly facilitate (including by way of furnishing or disclosing non-public information) any inquiries, proposals or offers from any Third Party with respect to, or that could reasonably be expected to lead to, any acquisition or purchase of a material portion of the assets or business of, or any significant equity interest in (including by way of a tender offer), or any amalgamation, merger, consolidation or business combination with, or any recapitalization or restructuring, or any similar transaction involving, the making Company or any of the Subsidiaries (the foregoing being referred to collectively as an "Acquisition Transaction"), or (y) negotiate, explore or otherwise communicate in any way with any Third Party with respect to any Acquisition Transaction or enter into, approve or recommend any agreement, arrangement or understanding requiring the Company to abandon, terminate or fail to consummate the Offer and/or the Merger or any other transaction contemplated hereby or by the Stock Option Agreement. Notwithstanding anything to the contrary in the foregoing, the Company may in response to an unsolicited written proposal with respect to an Acquisition Transaction involving the acquisition of all of the Shares (or all or substantially all of the assets of the Company and the Subsidiaries) from a Third Party (which proposal (1) is not subject to a financing condition and is from a person that a nationally recognized investment bank advises in writing is financially capable of consummating such proposal or offer (2) is subject to financing, but is from a person that constitutes, an Acquisition Proposal (as defined belowa nationally recognized investment bank advises in writing is financially capable of achieving such financing to consummate such proposal), (i) furnish or disclose non-public information to such Third Party and (ii) enter into negotiate, explore or maintain or continue discussions or negotiate otherwise communicate with any Person such Third Party, in furtherance each case only if (A) after being advised in writing by its outside counsel with respect to its fiduciary obligations to the Shareholders under applicable Law, the Board of Directors of the Company determines in good faith that taking such inquiries or action is necessary in the exercise of its fiduciary obligations under applicable Law (the proposal with respect to obtain an Acquisition Transaction meeting such requirements being a "Superior Proposal"), (iiiB) agree to, approve, recommend, prior to furnishing or endorse any Acquisition Proposal, (iv) disclose disclosing any non-public information relating to, or entering into discussions or negotiations with, such Third Party, the Company receives from such Third Party an executed confidentiality agreement with terms no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement, but which confidentiality agreement shall not provide for any exclusive right to negotiate with the Company or any payments by the Company Subsidiary or afford access and (C) the Company advises Parent of all such non-public information delivered to such Third Party concurrently with such delivery; provided, however, that the Company shall not, and shall cause its affiliates not to, enter into a definitive agreement with respect to a Superior Proposal unless the Company first complies with Section 6.07(b) hereof, including the last sentence thereof, and then unless (I) the Company concurrently terminates this Agreement in accordance with the terms hereof, pays any Termination Fee required under Section 8.03(b) and agrees to pay any other amounts required under such Section 8.03(b) and (II) such agreement permits the Company, subject to the propertiesfiduciary duties of the Board of Directors, books or records to terminate it if it receives a Superior Proposal, such termination and related provisions to be on terms no less favorable to the Company, including as to fees and reimbursement of expenses, as those contained herein. (b) The Company shall promptly (but in any event within one business day of the Company becoming aware of same) advise Parent of the receipt by the Company, any of the Subsidiaries or any of the Company's bankers, attorneys or other agents or representatives of any inquiries or proposals relating to an Acquisition Transaction and any actions taken pursuant to Section 6.07(a). The Company Subsidiary shall promptly (but in any event within three business days of the Company becoming aware of same) provide Parent with a copy of any such inquiry or proposal in writing and a written statement with respect to any person such inquiries or proposals not in writing, which statement shall include the identity of the parties making such inquiries or proposal and the material terms thereof; provided, however, that has made the Company shall not be obligated to provide a copy of, or may reasonably a written statement with respect to, any such inquiry if, after being advised in writing by its outside legal counsel with respect to its fiduciary obligations, the Board of Directors of the Company determines that not providing such copy or written statement is necessary to allow the Board of Directors of the Company to fulfill its fiduciary duties to the Shareholders under applicable Law. The Company shall, from time to time, promptly (but in any event within one business day of the Company becoming aware of same) inform Parent of the status and content of and material developments (including the calling of meetings of the Board of Directors of the Company to take action with respect to such Acquisition Transaction) with respect to any discussions regarding any Acquisition Transaction with a Third Party; provided, however, that the Company shall not be expected - 22 - 23 obligated to make a proposal regarding a Acquisition Proposal or that has such disclosure if, after being advised in writing by its outside legal counsel with respect to its fiduciary obligations, the Board of Directors of the Company determines that it not providing such disclosure is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any necessary to allow the Board of Directors of the Company to fulfill its or their Subsidiaries or Representatives fiduciary duties to take any such action andthe Shareholders under applicable Law. For the avoidance of doubt, the Company shall promptly notify Acquiror agrees that it will not enter into any agreement with respect to a Superior Proposal unless and until Parent has been given the opportunity at least six business days prior to the entering into such agreement to match the terms of any such inquiries and proposals received by agreement. (c) The Company has obtained the oral agreement of each member of the Board of Directors of the Company or any and of its Subsidiaries or Representatives, relating to any executive officers that each such person will comply with the provisions of such mattersthis Section 6.07. SECTION 6.08

No Solicitation. (a) From the date of Except as expressly permitted by this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementSection 5.3, the Company shall, and the Company shall not cause each of its Affiliates and its and their respective officers, directors and employees to, and shall not permit any of its Subsidiariescause the agents, Affiliatesfinancial advisors, directorsinvestment bankers, officersattorneys, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant accountants and other representatives (collectively “Representatives”) of the Company or any of its Subsidiaries Affiliates to: (collectivelyA) immediately cease any solicitation, "Representatives"knowing encouragement, discussions or negotiations with any persons that may be ongoing with respect to a Company Takeover Proposal, and promptly instruct (to the extent it has contractual authority to do so and has not already done so prior to the date of this Agreement) or otherwise request, any person that has executed a confidentiality or non-disclosure agreement within the 12-month period prior to the date of this Agreement in connection with any actual or potential Company Takeover Proposal to return or destroy all such confidential information or documents previously furnished in connection therewith or material incorporating any such information in the possession of such person or its Representatives and (B) from and after the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VII, not, directly or indirectly, to (i1) initiate, solicit, encourage initiate or knowingly facilitate (including by way of furnishing information)or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below)or would reasonably be expected to lead to, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition a Company Takeover Proposal, (iii2) agree toengage in, approve, recommendcontinue or otherwise participate in any substantive discussions or negotiations regarding, or endorse furnish to any Acquisition Proposal, (iv) disclose other person any non-public information relating to in connection with or for the purpose of encouraging or facilitating, a Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Takeover Proposal or that has advised the Company that it is (3) approve, recommend or may be interested in making a proposal regarding a Acquisition Proposalenter into, or (v) authorize propose to approve, recommend or permit enter into, any letter of its intent or their Subsidiaries similar document, agreement, commitment, or Representatives to take any such action and, the agreement in principle providing for a Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersTakeover Proposal.

No Solicitation. (a) From the date of this Merger Agreement until hereof through the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementClosing Date, the Company shall not and shall not permit any of cause each Subsidiary and its Subsidiaries’ officers and directors to, Affiliatesand each of the foregoing shall cause their respective agents, directors, officers, employees, agents or representatives, includingadvisors or subsidiaries, without limitationto cease any discussions or negotiations with any parties (other than the Purchaser) that may be ongoing with respect to (A) any acquisition or purchase of assets of the Company and its Subsidiaries other than in the ordinary course of business consistent with past practice, (B) the purchase of any investment banker, attorney or accountant equity security of the Company or any Subsidiary (including a self tender offer) or any security that is convertible, exchangeable or exercisable for any such equity security, (C) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, Liquidation, or similar transaction involving the Company or any Subsidiary (other than a Permitted Acquisition), or (D) any other transaction the consummation of which would, or could reasonably be expected to, impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement or which would, or could reasonably be expected to, materially dilute the benefits to the Purchasers of the transactions contemplated hereby (each of the foregoing items set forth in (A) through (D), an “Alternative Transaction”). From the date hereof through the Closing Date, the Company shall not, shall cause each Affiliate not to and shall not authorize or permit any of its Subsidiaries (collectivelyor any such Person’s officers, "Representatives") directors or employees or any investment banker, financial advisor, attorney, accountant or other representative representing any such Person to, directly or indirectly, to (i) initiate, solicit, initiate or encourage or knowingly facilitate (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal that may lead to an Alternative Transaction or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue participate in any discussions or negotiate negotiations with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse third party regarding any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersproposed Alternative Transaction.

No Solicitation. Until the earlier of (i) the Closing Date, or (ii) the date of termination of this Agreement pursuant to the provisions of Section 8.1 hereof, Seller shall not (nor shall Seller permit, as applicable, any of Seller's officers, directors, employees, agents, or representatives to), directly or indirectly, take any of the following actions with any party other than Buyer and its designees: (a) From solicit, encourage, initiate or participate in any inquiry, negotiations or discussions, or enter into any agreement, with respect to any offer or proposal to acquire all or any material part of the date Purchased Assets, (b) disclose any information not customarily disclosed to any third party concerning the Purchased Assets or the Business, or afford to any person or entity access to its properties, technologies, books or records concerning the Purchased Assets or the Business not customarily afforded such access, (c) assist or cooperate with any third party to make any proposal to purchase all or any material part of this Merger Agreement until the Effective Time Purchased Assets or the Business other than inventory in the ordinary course of business, or (d) enter into any agreement with any third party providing for the acquisition of the Business. In the event that Seller or any of Seller's Affiliates shall receive, prior to the Closing Date or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall not and shall not permit any of its Subsidiariesoffer, Affiliatesproposal, directorsor request, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to of the type referenced in clause (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined belowa), (iic) enter into or maintain (d) above, or continue discussions any request for disclosure or negotiate with access pursuant to clause (b) above, Seller shall immediately notify Buyer thereof, including information as to the identity of the offeror or the party making any Person in furtherance such offer or proposal and the specific terms of such inquiries offer or to obtain an Acquisition Proposalproposal, (iii) agree toas the case may be, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public and such other information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or related thereto as Buyer may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersrequest.

No Solicitation. (a) From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant Prior to the terms of this Merger AgreementTermination Date, the Company shall such Shareholder agrees not and shall not permit any of its Subsidiariesto, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, solicit or knowingly encourage or knowingly facilitate (including by way of furnishing information)any inquiries or requests for information with respect to, or the making of of, any inquiry regarding, or any proposal or offer that constitutes, an or could reasonably be expected to result in or lead to, any Acquisition Proposal (as defined below)Proposal, (ii) enter into engage in, continue or maintain otherwise participate in any negotiations or continue discussions concerning, or negotiate with provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in furtherance of such inquiries or to obtain an lead to, any Acquisition Proposal, (iii) agree to, approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (iv) disclose execute or enter into, any non-public information letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition Proposal or (v) resolve or agree to do any of the foregoing. Such Shareholder also agrees that immediately following the execution of this Agreement, such Shareholder shall, and shall use commercially reasonable efforts to cause its Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the Parties and their respective Representatives) conducted heretofore in connection with an Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal. Such Shareholder shall promptly (and in any event within one Business Day) notify, in writing, PubCo, SPAC and the Company of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal. Such Shareholder shall promptly (and in any event within one Business Day) keep PubCo, SPAC and the Company Subsidiary reasonably informed of any material developments with respect to any such inquiry, proposal, offer, request for information or afford access Acquisition Proposal (including any material changes thereto). Notwithstanding anything in this Agreement to the propertiescontrary, books or records (i) such Shareholder shall not be responsible for the actions of the Company or the Company’s Board (or any committee thereof), any Affiliate or Subsidiary of the Company, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Subsidiary Related Parties”), including with respect to any person that has made of the matters contemplated by this Section 5(a), (ii) such Shareholder makes no representations or may reasonably be expected warranties with respect to make a proposal regarding a Acquisition Proposal or that has advised the actions of any of the Company that it is or may be interested in making a proposal regarding a Acquisition ProposalRelated Parties, or and (viii) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received breach by the Company or any of its Subsidiaries obligations under Section 8.7 of the Merger Agreement shall not be considered a breach of this Section 5(a) (it being understood for the avoidance of doubt that such Shareholder shall remain responsible for any breach by such Shareholder or Representativeshis, relating to her or its Representatives (other than any such Representative that is a Company Related Party) of such mattersthis Section 5(a)).

No Solicitation. (a) From the date Each of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementGCIC and GBDC shall, the Company shall not and shall not permit any of cause its respective Affiliates, Consolidated Subsidiaries, Affiliatesand its and each of their respective officers, directors, officerstrustees, managers, employees, consultants, financial advisors, attorneys, accountants and other advisors, representatives and agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "“Representatives"”) to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to, or 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 (other than GCIC, GBDC or their respective Affiliates or Representatives) with respect to any Takeover Proposal. Prior to the Effective Time, subject to Section 7.7 in the case of GCIC and Section 7.8 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 indirectlyindirectly solicit, to (i) initiate, solicitinduce, encourage or knowingly facilitate 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 GBDC, GCIC or their respective Affiliates or Representatives) any information with respect to, or take any other action to facilitate or in furtherance of furnishing information), any inquiries or the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may could reasonably be expected to make a proposal regarding a Acquisition Proposal lead to, any Takeover Proposal; (iv) publicly propose or that has advised publicly announce an intention to take any of the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, foregoing actions; or (v) authorize or permit grant any of its (x) approval pursuant to any Takeover Statute to any Person (other than GBDC, GCIC or their Subsidiaries respective Affiliates) or Representatives with respect to take any such action and, transaction (other than the Company shall promptly notify Acquiror of Transactions) or (y) waiver or release under any such inquiries and proposals received by the Company standstill or any similar agreement with respect to equity securities of its Subsidiaries GCIC or Representatives, relating to any of such mattersGBDC.

No Solicitation. (a) From During the period beginning on the date of this Merger Agreement and continuing until the earlier of the Effective Time or and the termination of this Merger Agreement pursuant in accordance with Section 9.1, the Company and its Subsidiaries and their respective officers and directors shall, and the Company shall instruct and cause its and its Subsidiaries’ other Representatives to, cease and cause to be terminated any discussions or negotiations with any Person that would otherwise be prohibited by this Section 7.7(a). Promptly following the terms execution of this Merger Agreement, the Company shall not deliver a written notice to each such Person (if any) to the effect that, subject to the provisions of this Section 7.7, the Company is ending all discussions and negotiations with such Person with respect to any Alternative Proposal, effective on and from date of this Agreement, and the notice shall also request such Person (if any) to promptly return or destroy all confidential information concerning the Company and/or its Subsidiaries. Subject to the provisions of this Section 7.7, during the period commencing on the date of this Agreement and continuing until the earlier to occur of the Effective Time and the Termination Date, the Company and its Subsidiaries shall not, and shall cause its and their respective Representatives not permit any of its Subsidiariesto, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiateconduct, solicit, encourage or knowingly facilitate solicit (including by way of furnishing non-public information), initiate or knowingly encourage or facilitate any inquiry with respect to, or the making of making, submission or announcement of, any proposal or offer that constitutes, or is reasonably expected to lead to, an Acquisition Proposal (as defined below)Alternative Proposal, (ii) enter into or maintain or continue discussions or negotiate with furnish to any Person in furtherance of such inquiries (other than Parent or to obtain an Acquisition Proposal, (iiiMerger Sub or their respective designees) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary and/or its Subsidiaries, or afford to any Person access to the business, properties, books assets, books, records or records other non-public information, or to any personnel, of the Company and/or its Subsidiaries (other than Parent or Merger Sub or their respective designees), in any such case relating to an Alternative Proposal or any Company Subsidiary inquiries or the making of any proposal that could lead to an Alternative Proposal, (iii) engage in, continue or otherwise participate in any person that has made discussions or may reasonably be expected negotiations regarding any Alternative Proposal with any Person, except to make a proposal regarding a Acquisition Proposal or that has advised notify such Person as to the Company that it is or may be interested in making a proposal regarding a Acquisition Proposalexistence and content of the provisions of this Section 7.7, or (viv) authorize grant any waiver, amendment or permit release under any of its standstill or their Subsidiaries or Representatives to take confidentiality agreement (except for any such action and, the Company shall promptly notify Acquiror portion of any such inquiries and proposals received by standstill or confidentiality agreement that restricts the ability of a Person to communicate an Alternative Proposal to Company Board), or any of its Subsidiaries or Representatives, relating to any of such mattersanti-takeover laws.

No Solicitation. (a) From the date of this Merger Agreement until to the Effective Time earlier of (i) the Closing Date, (ii) January 31, 1996, or (ii) the termination of this Merger Agreement pursuant in accordance with its terms (but not including upon or due to the terms a breach of this Merger AgreementAgreement by the Company), the Company shall not and shall agrees that, except pursuant to agreements in existence as of the date hereof, (A) it will not, (B) it will not permit any of its SubsidiariesSubsidiary to and (C) it will not authorize or permit any officer, Affiliates, directors, officers, employees, agents director or representatives, including, without limitation, any investment banker, attorney or accountant employee of the Company or any of its Subsidiaries (collectivelySubsidiary, "Representatives") or any investment banker, attorney, financial advisor, accountant or other person retained by the Company or any Subsidiary, directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate indirectly (including by way of furnishing any information)) to (i) solicit, the making of initiate, assist, encourage or accept any proposal regarding a financing, sale of stock, or offer that constitutesany other transaction involving the Company, an Acquisition Proposal which in each case is similar to the proposed investment contemplated herein (as defined belowa "Transaction"), ; (ii) enter into engage in any negotiations with respect to, or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or otherwise attempt to obtain an Acquisition Proposalconsummate, a Transaction; (iii) agree to, approve, recommend, provide any public or endorse any Acquisition Proposal, (iv) disclose any non-public information relating concerning the Company to any person in connection with any proposal for a Transaction or to any person whom the Company or any Subsidiary knows or has reason to believe is in the process of planning or considering a Transaction; or (iv) reach any agreement or understanding for or with respect to any Transaction. The Company Subsidiary will immediately advise Buyer orally and, within one Business Day, in writing of any such inquiries, requests for information or afford access to the properties, books or records Transaction proposals of which it has knowledge. If the Company or any Company Subsidiary to receives from any person that has made any offer, inquiry or may reasonably be expected informational request referred to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action andabove, the Company shall will promptly notify Acquiror advise such person in writing of any such inquiries the terms of this Section 5.12 and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any will send Buyer a copy of such mattersnotice.

No Solicitation. (a) From Subject to Section 7.11(b), the Company agrees that from and after the date of this Merger Agreement until Agreement, it shall (i) immediately cease and terminate, and cause to be ceased and terminated, all discussions and negotiations with any other Person (other than Parent or its Affiliates) regarding any Alternative Proposal (as hereinafter defined), (ii) promptly request, and cause to be requested that, each Person that has received confidential information in connection with a possible Alternative Proposal within the Effective Time last twelve (12) months return to the Company or destroy all confidential information heretofore furnished to such Person by or on behalf of the termination Company and Company Subsidiaries, (iii) not grant any waiver or release under or knowingly fail to enforce any confidentiality, standstill or similar agreement entered into or amended during the twelve (12) months prior to the date hereof in respect of a proposed Alternative Proposal (such agreement, a “Standstill Agreement”). From and after the date of this Merger Agreement pursuant Agreement, subject to the terms of this Merger AgreementSection 7.11(b) and Section 9.3(b), the Company shall not and not, directly or indirectly, nor shall not the Company authorize or permit any Company Subsidiary, any of its Subsidiaries, Affiliates, or their respective officers or directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney financial advisor, attorney, accountant, agent, employee or accountant authorized representative (a “Representative”) of the Company or any of its Subsidiaries (collectivelyCompany Subsidiary to, "Representatives") directly or indirectly, to (i) initiate, solicit, initiate or knowingly and intentionally encourage or knowingly facilitate (including by way of furnishing information), or engage in discussions or negotiations regarding, any inquiry, proposal or offer, or the making making, submission or announcement of any inquiry, proposal or offer that constitutes(including any inquiry, proposal or offer to its stockholders) which constitutes or would be reasonably expected to lead to an Acquisition Proposal (as defined below)Alternative Proposal, (ii) except for confidentiality agreements entered into pursuant to the proviso to the first sentence of clause (b) of this Section 7.11 or a definitive agreement entered into or to be entered into concurrently with a termination of this Agreement by the Company pursuant to Section 9.3(b), approve or enter into a letter of intent, memorandum of understanding or maintain or continue discussions or negotiate other Contract with any Person in furtherance of such inquiries Person, other than Parent and Merger Sub, for, constituting or otherwise relating to obtain an Acquisition Alternative Proposal, (iii) agree to, approve, recommend, provide or endorse cause to be provided any Acquisition Proposal, (iv) disclose any non-public information or data relating to the Company or any Company Subsidiary in connection with, or afford access to in response to, any Alternative Proposal by any Person, or (iv) terminate, amend, waive or permit the propertieswaiver of any voting restriction contained in the organizational or governing documents of the Company, books or records take any action contemplated by paragraph (1) of Article Fourteenth of the Company’s certificate of incorporation or by paragraph (a)(1) of Section 203 of the DGCL. Without limiting the generality of the foregoing, the Company acknowledges and agrees that, in the event any officer or director of the Company takes any action or any officer or director of any Company Subsidiary or any other Representative of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised with the knowledge of the Company that it is or may be interested takes any action, in making a proposal regarding a Acquisition Proposaleither case that, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received if taken by the Company or any would be a breach of its Subsidiaries or Representativesthis Section 7.11, relating to any the taking of such mattersaction by such officer, director or other Representative shall be deemed to constitute a breach of this Section 7.11 by the Company.

No Solicitation. (a) From the date of this Merger Agreement until the Effective Time It will not, and will not directly or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall not and shall not indirectly authorize or permit any of its Subsidiariesaffiliates, Affiliates, directors, officers, employees, representatives or agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectivelytheir respective officers, "Representatives") directly directors or indirectly, to employees to: (i) solicit, initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information)) or take any other action to facilitate, any inquiry or the making of any proposal or offer that which constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition lead to, any direct or indirect acquisition or purchase of 15% or more of the assets (by value) or GSE Common Stock, any tender offer or exchange offer that if consummated would result in any person or entity beneficially owning 15% or more of the GSE Common Stock, or any merger, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving GSE (other than the transactions contemplated by this Agreement) or any other material corporate transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the merger contemplated by this Agreement (collectively, "GSE Transaction Proposals") or agree to or endorse any GSE Transaction Proposal or (ii) propose, enter into or participate in any discussions or negotiations regarding any of the foregoing, or furnish to another person or entity any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, an effort or attempt by any other person or entity to do or seek to do any of the foregoing, provided, however, that the foregoing clauses (i) and (ii) shall not prohibit GSE from (a) furnishing information pursuant to an appropriate confidentiality and standstill letter no more favorable to such person or entity than the confidentiality agreement with Parent concerning GSE and its businesses, properties or assets to such person or entity who has advised made a Superior GSE Transaction Proposal (as defined below) or (b) engaging in discussions or negotiations with such a third party who has made a Superior GSE Transaction Proposal but in each case referred to in the Company foregoing clauses (a) and (b) only after the board of directors of GSE concludes in good faith following advice of its outside counsel that it is or may such action would be interested in making required for the board of directors of GSE to comply with its fiduciary obligations to stockholders under applicable law. If the board of directors of GSE receives a proposal regarding a Acquisition GSE Transaction Proposal, then GSE shall immediately inform Parent of the terms and conditions of such proposal and the identity of the person or (v) authorize or permit any entity making it and shall keep Parent fully informed of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror status and details of any such inquiries GSE Transaction Proposal and proposals received of all steps it is taking in response to such GSE Transaction Proposal; provided that nothing contained in this Subparagraph 4.2.11.1 shall prohibit GSE or its board of directors from making any disclosure to GSE's stockholders which, in the good faith judgment of GSE's board of directors, may be required under applicable law. For purposes of this Agreement, the term "Superior GSE Transaction Proposal" shall mean a bonafide GSE Transaction Proposal made by any person or entity (other than Parent and Merger Sub) to acquire, directly or indirectly, for consideration consisting of cash and/or securities, more that 50% of the Company voting power of the GSE Common Stock then outstanding or any all or substantially all of the assets of GSE and otherwise on terms that the board of directors of GSE determines in good faith after consultation with (and based in part on the advice of) its Subsidiaries or Representativesindependent financial advisors to be more favorable, relating from a financial point of view, to any of such mattersGSE's stockholders than the merger contemplated by this Agreement and for which financing, to the extent required, is fully committed;

No Solicitation. (a) From The Company agrees that neither the date Company nor any of this Merger Agreement until its subsidiaries nor any of the Effective Time respective officers and directors of the Company or the termination of this Merger Agreement pursuant to the terms of this Merger Agreementits subsidiaries shall, and the Company shall not direct and shall not permit any of use its Subsidiaries, Affiliates, directors, officers, best efforts to cause its employees, agents or representatives, and representatives (including, without limitation, any investment banker, attorney or accountant of retained by the Company or any of its Subsidiaries (collectivelysubsidiaries) not to, "Representatives") initiate, continue, solicit, or encourage, directly or indirectly, to (i) initiate, solicit, encourage any inquiries or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes(including, an Acquisition Proposal (as defined below)without limitation, (iiany proposal or offer to stockholders of the Company) enter into with respect to a merger, consolidation or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommendsimilar transaction involving, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company purchase of all or any Company Subsidiary or afford access to the properties, books or records significant portion of the Company assets or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposalequity securities of, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries subsidiaries (any such proposal or Representativesoffer being hereinafter referred to as an "Acquisition Proposal") or, subject to the fiduciary duties of the Board of Directors of the Company under the CBCA, engage in any negotiations concerning, or provide any confidential 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 or, enter into any agreement or understanding with any other person or entity with the intent to effect any Acquisition Proposal. The Company will take all necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 5.4. The Company will notify Parent immediately, orally and in writing (including the names of any party making and the principal terms of any such mattersproposal), if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company. Immediately following the execution of this Agreement, the Company will request each person which has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or any portion thereof (the "Confidentiality Agreements") to return all confidential information heretofore furnished to such person by or on behalf of the Company. Subject to the fiduciary duties of the Board of Directors of the Company under the CBCA, the Company will keep Parent fully informed of the status and details (including amendments or proposed amendments) of any such request, proposal or inquiry.

No Solicitation. Except to the extent the Company would be permitted under Section 6.04 of the Merger Agreement to take such actions at the applicable time (a) From and subject to compliance with the notice, disclosure and other obligations that the Company would be required to comply with in connection therewith), from the date of this Merger Agreement until the Effective Time or or, if earlier, the termination of this Merger Agreement pursuant to the terms of this Merger Agreementin accordance with its terms, the Company each Stockholder shall not not, and shall cause its respective representatives not permit any of its Subsidiariesto, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) solicit, initiate, solicit, encourage propose or knowingly take any action to facilitate or encourage (including by way of furnishing non-public information), ) the submission of any Takeover Proposal or the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below)or could reasonably be expected to lead to, any Takeover Proposal; (ii) enter into conduct, continue, engage in, solicit, or maintain or continue otherwise participate in any discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposalnegotiations with, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or of its Subsidiaries to, afford access to the business, properties, assets, personnel, books or records of the Company or any Company Subsidiary to of its Subsidiaries to, or participate in, facilitate, encourage, or knowingly assist any person effort by, any third party that has made or may could reasonably be expected to make a proposal regarding a Acquisition make, or has made, any Takeover Proposal or that has advised the Company that it is (iii) enter into, approve or may be interested recommend any understanding, agreement in making a proposal regarding a Acquisition 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, or (v) authorize agree or permit commit to or agree to facilitate any of the foregoing. Each Stockholder shall, and shall cause its respective representatives to, immediately cease and be terminated any and all existing discussions or their Subsidiaries or Representatives to take negotiations with any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating Person (other than Parent) conducted theretofore with respect to any Takeover Proposal and request from each Person that has executed a confidentiality agreement with such Stockholder the prompt return or destruction of all confidential information previously furnished to such mattersPerson or its representatives.

No Solicitation. (a) From Anadarko agrees that, during the date term of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company it shall not not, and shall not authorize or permit any of its Subsidiaries, Affiliates, subsidiaries or any of its or its subsidiaries' directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) solicit, initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information)facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the making of any proposal with respect to any recapitalization, merger, consolidation or offer other business combination involving Anadarko, or any acquisition of 15% or more of the capital stock (other than upon exercise of Anadarko Options that constitutesare outstanding as of the date hereof) or 30% or more of the assets of Anadarko and its subsidiaries, taken as a whole, in a single transaction or a series of related transactions, or any combination of the foregoing (an Acquisition Proposal (as defined below"ANADARKO COMPETING TRANSACTION"), or negotiate, explore or otherwise engage in discussions with any person (iiother than UPR, Subcorp or their respective directors, officers, employees, agents and representatives) with respect to any Anadarko Competing Transaction or enter into any agreement, arrangement or maintain understanding requiring it to abandon, terminate or continue discussions fail to consummate the Merger or negotiate with any Person in furtherance other transactions contemplated by this Agreement; PROVIDED that, at any time prior to the approval of such inquiries or to obtain an Acquisition Proposalthe Share Issuance by the Anadarko Stockholders, (iii) agree Anadarko may furnish information to, approveand engage in discussions with, recommend, any party who delivers a written proposal for an Anadarko Competing Transaction which was not solicited or endorse any Acquisition Proposal, encouraged after the date of this Agreement in violation of this Agreement if and so long as the Board of Directors of Anadarko determines in good faith by resolution duly adopted after consultation with its outside counsel (ivwho may be its regularly engaged outside counsel) disclose any non-public information relating that the failure to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may take such action would reasonably be expected to make constitute a breach of its fiduciary duties under Applicable Law and determines that such a proposal is, after consulting with the Anadarko Financial Advisor, more favorable to Anadarko Stockholders from a financial point of view than the transactions contemplated by this Agreement (including any adjustment to the terms and conditions proposed by UPR in response to such Anadarko Competing Transaction) (an "ANADARKO SUPERIOR PROPOSAL"); PROVIDED, FURTHER, that prior to furnishing information to, or engaging in discussions with, any party pursuant to the foregoing proviso, Anadarko shall have received an executed agreement from such party in the same form as the Confidentiality Agreement (other than Section 8 thereof which shall be waived for UPR under the Confidentiality Agreement upon the execution of such agreement). Anadarko will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any proposal for an Anadarko Competing Transaction and request the return of all confidential information regarding Anadarko provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise. In the event that prior to the approval of the Share Issuance by the Anadarko Stockholders, the Board of Directors of Anadarko receives an Anadarko Superior Proposal that was not solicited or encouraged after the date of this Agreement in violation of this Agreement, and the Board of Directors of Anadarko determines in good faith by resolution duly adopted after consultation with its outside counsel (who may be its regularly engaged outside counsel) that the failure to take such action would reasonably be expected to constitute a Acquisition Proposal breach of its fiduciary duties under Applicable Law, the Board of Directors of Anadarko may (subject to this and the following sentences) withdraw, modify or that has advised change, in a manner adverse to UPR, the Company Anadarko Board Recommendation and/or comply with Rule 14e-2 promulgated under the Exchange Act with respect to an Anadarko Competing Transaction, PROVIDED that it is gives UPR three business days' prior written notice of its intention to do so (PROVIDED that the foregoing shall in no way limit or may otherwise affect UPR's right to terminate this Agreement pursuant to Section 7.4(b)). Any such withdrawal, modification or change of the Anadarko Board Recommendation shall not change the approval of the Board of Directors of Anadarko for purposes of causing any state takeover statute or other state law to be interested inapplicable to the transactions contemplated hereby, including the Merger or the Anadarko Stock Option Agreement or change the obligation of Anadarko to present the Share Issuance for approval at a duly called Anadarko Stockholders Meeting on the earliest practicable date determined in making a proposal regarding a Acquisition Proposalconsultation with UPR. From and after the execution of this Agreement, Anadarko shall promptly (but in any event within one calendar day) advise UPR in writing of the receipt, directly or indirectly, of any inquiries, discussions, negotiations, or proposals relating to an Anadarko Competing Transaction (vincluding the specific terms thereof and the identity of the other party or parties involved) authorize or permit any of its or their Subsidiaries or Representatives and promptly furnish to take any such action and, the Company shall promptly notify Acquiror UPR a copy of any such inquiries and proposals received written proposal in addition to any information provided to or by any third party relating thereto. In addition, Anadarko shall promptly (but in any event within one calendar day) advise UPR, in writing, if the Board of Directors of Anadarko shall make any determination as to any Anadarko Competing Transaction as contemplated by the Company or any proviso to the first sentence of its Subsidiaries or Representatives, relating to any of such mattersthis Section 5.2(d).

No Solicitation. (a) From The Company agrees that it shall immediately cease and cause to be terminated all existing discussions, negotiations and communications, if any, with any Persons with respect to any Acquisition Proposal and use its reasonable commercial efforts to request the prompt return or destruction of all confidential information furnished during the period of two years ending on the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant Agreement, except to the terms of this Merger Agreement, the extent that such confidential information relates solely to an ongoing commercial relationship. The Company shall not not, and it shall not authorize or permit any of its Subsidiaries, Affiliatesofficers, directors, officers, employees, consultants, investment bankers, attorneys, accountants or other agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "“Representatives"”) to, directly or indirectly, to indirectly (i) initiate, solicit, encourage solicit or knowingly facilitate encourage (including by way of furnishing informationinformation or assistance), or knowingly induce, or take any other action designed to, or which would reasonably be expected to, facilitate any Acquisition Proposal, or the making of any inquiry, offer or proposal which constitutes or offer that constitutes, an would reasonably be expected to lead to any Acquisition Proposal (as defined below)Proposal, (ii) enter into into, continue or maintain or continue otherwise participate in any discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposalnegotiations with, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose furnish any non-public information relating to the Company to, or otherwise cooperate in any way with, any Person (other than Parent or any of its affiliates or Representatives) that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to make, or withdraw or modify in any manner adverse to Parent, the Company Subsidiary Board Recommendation, or afford access recommend, adopt or approve, or publicly propose to the propertiesrecommend, books adopt or records approve, any Acquisition Proposal (any of the Company foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) grant (other than to Parent or any Company Subsidiary to of its affiliates or representatives) any person that has made waiver or may reasonably be expected to make a proposal regarding a Acquisition Proposal release under any standstill or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposalsimilar agreement, or (v) authorize enter into any letter of intent or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company similar document or any of its Subsidiaries understanding or Representativesagreement contemplating or otherwise relating to, relating or that is intended to or would reasonably be expected to lead to, any of such mattersAcquisition Proposal.

No Solicitation. (a) From None of IHI and its Subsidiaries, or T-3 and its Subsidiaries will (nor will they permit any of their respective Affiliates, officers, directors, representatives, or agents to), prior to the date earlier of this Merger Agreement until the Effective Time Closing Date or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementSection 8.1, the Company shall not and shall not permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, initiate or encourage or knowingly facilitate (including by way of furnishing information), the making submission of any proposal or offer that constitutes, an Acquisition Proposal (as defined below)for a Sale Transaction, (ii) enter into any agreement with respect to any Sale Transaction or maintain give any approval with respect to any Sale Transaction, or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommendparticipate in any discussions or negotiations regarding, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary furnish to any person Person any information with respect to or take any other action to facilitate any inquiries or the making of any proposal that has made constitutes, or may reasonably be expected to make lead to, any Sale Transaction or any proposal for a proposal regarding a Acquisition Proposal Sale Transaction. Notwithstanding the preceding sentence, if at any time the Board of Directors of IHI or that has advised T-3 determines in good faith, (i) based on the Company advice of outside counsel, that it is advisable to do so in order to comply with its fiduciary duties to its stockholders under Applicable Law and (ii) after consultation with its financial advisors, that the Sales Transaction, if completed, would result in a transaction superior to the transaction contemplated by this Agreement, taking into account, among other things, the long term interests of IHI or T-3, as applicable, and their stockholders (a "Superior Proposal"), IHI or T-3 (and their respective officers, directors, representatives or agents) may be interested in response to a written proposal for a Sale Transaction not solicited on or after the date hereof, subject to compliance with Section 6.13(c), (A) furnish information with respect to itself or a Subsidiary pursuant to a customary confidentiality agreement to any Person making a proposal such proposal, and (B) participate in negotiations regarding a Acquisition Proposalsuch proposal. Without limiting the foregoing, or (vit is understood that any violations of the restrictions set forth in this Section 6.13(a) authorize or permit by any of its a party's officers, directors, representatives, agents, Affiliates or their Subsidiaries Subsidiaries, whether or Representatives not such Person is purporting to take any act on behalf of such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company party or any of its Subsidiaries or Representativesotherwise, relating shall be deemed to any be a breach of this Section 6.13(a) by such mattersparty.

No Solicitation. Until the earlier of (i) the Effective Time, or --------------- (ii) the date of termination of this Agreement pursuant to the provisions of Section 7 hereof, Digital shall not (nor shall Digital permit, as applicable, any of Digital's officers, directors, employees, shareholders, agents, representatives or affiliates to), directly or indirectly, take any of the following actions with any party other than Agile and its designees: (a) From solicit, encourage, initiate or participate in any inquiry, negotiations or discussions, or enter into any agreement, with respect to any offer or proposal to acquire all or any material part of Digital's business, properties or technologies, or any material amount of Digital's Capital Stock, whether by merger, purchase of assets, tender offer or otherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to any person concerning Digital's business, technologies or properties, or afford to any person or entity access to its properties, technologies, books or records, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase all or any material part of Digital Capital Stock, any of its capital stock or assets of the date Company, other than inventory in the ordinary course of this Merger Agreement until business, or (d) enter into any agreement with any person providing for the acquisition of Digital, whether by merger, purchase of assets, tender offer or otherwise. In the event that Digital, or any of the Digital's affiliates shall receive, prior to the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall not and shall not permit any of its Subsidiariesoffer, Affiliatesproposal, directorsor request, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to of the type referenced in clause (ia) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (iic) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommendabove, or endorse any Acquisition Proposalrequest for disclosure or access pursuant to clause (b) above, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company Digital shall promptly notify Acquiror Agile, but not later than 24 hours thereof, including information as to the identity of the offeror or the party making any such inquiries offer or proposal and proposals received the specific terms of such offer or proposal, as the case may be, and such other information related thereto as Agile may reasonably request. The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 4.2 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the Company parties hereto that Agile shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Section 4.2 and to enforce specifically the terms and provisions hereof in any court of the United States or any of its Subsidiaries or Representativesstate having jurisdiction, relating this being in addition to any of such mattersother remedy to which Agile may be entitled at law or in equity.

No Solicitation. (a) From the date of Unless this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to is terminated in accordance with the terms of this Merger Agreementhereof, the Company Holopak, Foilmark and their respective Subsidiaries shall not and not, nor shall not permit any of its Holopak, Foilmark or any of their respective Subsidiaries, Affiliatesdirect any of their respective officers, directors, officersemployees, employeesrepresentatives, agents or representatives, Affiliates (including, without limitation, any investment banker, attorney or accountant of the Company retained by Holopak or Foilmark or any of its Subsidiaries (collectivelytheir respective Subsidiaries), "Representatives") to, directly or indirectly, to (i) initiate, solicit, solicit or encourage or knowingly facilitate (including by way of furnishing non-public information), the making of any proposal or offer that constitutesenter into, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of, an Acquisition Transaction (as defined below); provided, however, that nothing herein shall prohibit the Board of Directors of Holopak or Foilmark, as the case 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 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 inquiries negotiations or discussions, or to obtain disclose such non-public information, would be a breach of the Board of Directors of Holopak's or 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 Proposal, (iii) agree to, approve, recommend, Transaction Proposal or endorse of any Acquisition Proposal, (iv) disclose any request for non-public information relating to Holopak or Foilmark, as the Company case may be, or any Company Subsidiary their respective subsidiaries, or afford for access to the properties, books or records of Holopak or Foilmark, as the Company case may be, or their respective Subsidiaries, by any Company Subsidiary to any person Person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposalconsidering making, or (v) authorize or permit any has made, an Acquisition Transaction Proposal and shall keep the other fully and timely informed of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror status of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such matterssame.

No Solicitation. (a) From and after the date of this Merger Agreement until the Effective Time earlier of (a) the Closing or (b) the termination of this Merger Agreement pursuant to Section 13.1, neither the terms of this Merger AgreementSteel Heddle Companies nor the Sellers shall, the Company shall not and shall not permit any of its Subsidiariesofficer, Affiliatesdirector, directorsagent, officers, employees, agents representative or representatives, including, without limitation, any investment banker, attorney or accountant Affiliate of the Company Sellers or any of its Subsidiaries the Steel Heddle Companies (collectivelyincluding Merrxxx Xxxcx & Xo.) to, "Representatives") directly or indirectly, to : (i) initiate, solicit, encourage enter into any written or knowingly facilitate oral agreement or understanding with any Person (including by way of furnishing information), other than the making of any proposal Buyer or offer that constitutes, an Acquisition Proposal its Affiliates) regarding Another Transaction (as defined below), ; (ii) enter into or maintain continue any negotiations or continue discussions or negotiate with any Person in furtherance (other than the Buyer or its Affiliates) regarding the possibility of such inquiries or to obtain an Acquisition Proposal, Another Transaction; (iii) agree tosubmit, approvesolicit, recommendinitiate, encourage, participate in, or endorse facilitate any Acquisition Proposal, proposal or offer (other than a proposal or offer of the Buyer of its Affiliates) regarding Another Transaction; or (iv) disclose except as otherwise required by law, provide any non-public information relating Confidential Information (including this Agreement and any other materials containing the Buyer's acquisition proposal and any other financial information, projections or proposals regarding the Steel Heddle Companies) to any Person (other than the Company Buyer or its Affiliates or their respective representatives) whom the Steel Heddle Companies know, or have reason to believe, would have any interest in participating in Another Transaction. As used herein, the term "Another Transaction" means the sale of any of the material assets of any of the Steel Heddle Companies (other than the sale of inventory in the Ordinary Course of Business) or any Company Subsidiary sale, merger, consolidation, public offering, reorganization, dissolution, recapitalization, business combination or afford access to the properties, books or records similar transaction involving any of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company Steel Heddle Companies or any of its Subsidiaries their respective capital stock (or Representativesrights to acquire such capital stock). The Company shall notify the Buyer immediately if on or after the date of this Agreement any third party makes any written proposal, relating to any offer, inquiry or contact in respect of such mattersAnother Transaction.

No Solicitation. (a) From Except as expressly permitted by this Section 5.3, Company shall, shall cause each of its controlled affiliates and its and their respective officers, directors and employees to, and shall use reasonable best efforts to cause its and their respective agents, financial advisors, investment bankers, attorneys, accountants and other representatives (a person’s officers, directors, employees, agents, financial advisors, investment bankers, attorneys, accountants and other representatives being collectively its “Representatives”) to: (i) immediately cease any solicitation, knowing encouragement, discussion or negotiation with any person that is ongoing with respect to or would reasonably be expected to lead to an Acquisition Proposal, and promptly (and, in any event, within five business days of the date of this Merger Agreement) (x) other than with respect to Buyer and its Representatives, terminate access to any virtual data room established for or used in connection with any actual or potential Acquisition Proposal and (y) instruct (to the extent it has contractual authority to do so and has not already done so prior to the date of this Agreement) or otherwise request, any person that has executed a confidentiality or non-disclosure agreement within the 12-month period prior to the date of this Agreement in connection with any actual or potential Acquisition Proposal to return or destroy all such non-public information or documents or material incorporating non-public information in the possession of such person or its Representatives and (ii) until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreementor, if earlier, the Company shall not and shall not permit any of its SubsidiariesTermination Date, Affiliatesnot, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i1) initiate, solicit, encourage initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information)) any inquiries regarding, or the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below)or would reasonably be expected to lead to, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii2) agree to, approve, recommendengage in or otherwise participate in any discussions or negotiations regarding, or endorse furnish to any Acquisition Proposal, (iv) disclose other person any non-public information relating in connection with or for the purpose of encouraging or facilitating, an Acquisition Proposal (in each case, other than (x) solely in response to an unsolicited inquiry, to refer the Company inquiring person to this Section 5.3 and to limit its conversation or other communication exclusively to such referral or (y) to seek to clarify and understand the terms and conditions of any Company Subsidiary Acquisition Proposal (or afford access amended proposal) solely to the properties, books determine if such proposal constitutes or records of the Company or any Company Subsidiary to any person that has made or may would reasonably be expected to make lead to a proposal regarding a Acquisition Proposal Superior Proposal), or that has advised the Company that it is (3) approve, recommend or may be interested enter into, or propose to approve, recommend or enter into, any letter of intent, agreement, commitment or agreement in making a proposal regarding a principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal, or (v) authorize or permit any other than an Acceptable Confidentiality Agreement. Except in the event that the Company Board of its or their Subsidiaries or Representatives Directors has determined in good faith after consultation with Company’s outside legal counsel that the failure to take any such action and, would be reasonably likely to constitute a breach of the fiduciary duties of the Company Board of Directors under applicable Law, Company and its Subsidiaries shall promptly notify Acquiror of not release any such inquiries and proposals received by the third party from, or waive, amend or modify any provision of, or grant permission under any standstill provision in any agreement to which Company or any of its Subsidiaries or Representativesis a party. Company shall, relating to and shall cause its Subsidiaries to, enforce any of such mattersstandstill provisions.

No Solicitation. (a) From The Company has ceased, and has instructed its officers, directors, employees, investment bankers, attorneys, accountants or other advisors, agents or representatives that have been involved in the negotiation of the transactions contemplated hereby or any proposal received since January 1, 2014 that would have constituted an Acquisition Proposal if received following the date hereof (collectively, “Representatives”) to cease, and caused to be terminated all existing discussions, negotiations and communications with any persons or entities with respect to any offer or proposal or potential offer or proposal relating to any transaction or proposed transaction or series of related transactions, other than the transactions contemplated hereby, involving any Acquisition Proposal. Except as provided in Section 5.2(b) or 5.2(c) below, from the date of this Merger Agreement until the Effective Time or the earlier of termination of this Merger Agreement pursuant to or the terms of this Merger AgreementEffective Time, the Company shall not and shall not authorize its Representatives (and shall use its reasonable best efforts not to permit any of its SubsidiariesRepresentatives), Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") to directly or indirectlyindirectly through another person, to (i) initiate, solicit, encourage solicit or knowingly facilitate encourage (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary of its subsidiaries), or afford access knowingly induce or knowingly take any other action which is intended to lead to the propertiesmaking, books submission or records announcement of the Company any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal, (iii) engage in negotiations or discussions with, or provide any information or data to, any person (other than Parent or any Company Subsidiary of its affiliates or representatives) relating to any person that has made Acquisition Proposal, (iv) approve, endorse or may reasonably be expected to make a proposal regarding a recommend an Acquisition Proposal or that has advised the Company that it is any letter of intent, memorandum of understanding or may be interested in making a proposal regarding a other Contract contemplating an Acquisition Proposal, Proposal or (v) authorize or permit resolve to do any of its the foregoing. The Company shall, within 24 hours of the date hereof, terminate access by any third party to any data room (virtual or their Subsidiaries or Representatives to take actual) containing any such action andof the Company’s confidential information. Within two (2) business days from the date hereof, the Company shall promptly notify Acquiror request the return or destruction of any such inquiries and proposals received by all confidential, non-public information provided to third parties prior to the date hereof that have, since January 1, 2014, entered into confidentiality agreements relating to a possible Acquisition Proposal with the Company or any of its Subsidiaries subsidiaries. Notwithstanding the foregoing, nothing contained in this Section 5.2(a) or Representatives, relating in Section 6.4 or any other provision hereof shall prohibit the Company or the Company Board of Directors from (A) taking and disclosing to the Company’s stockholders its position with respect to any tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder or (B) making any disclosure to its stockholders if the Company Board of Directors determines in good faith that the failure to make such mattersdisclosure would be inconsistent with the Company Board of Directors’ fiduciary duties to the Company’s stockholders under applicable Law; provided, however, that (1) in no event shall this Section 5.2(a) affect the obligations specified in Section 5.2(b) or 5.2(c) and (2) any such disclosure (other than issuance by the Company of a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) that addresses or relates to the approval, recommendation or declaration of advisability by the Company Board of Directors with respect to this Agreement or an Acquisition Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board of Directors in connection with such communication publicly states that its recommendation with respect to this Agreement has not changed or refers to the prior recommendation of the Company Board of Directors, without disclosing any Adverse Recommendation Change.

No Solicitation. Until the earlier of (ax) From the termination of this Agreement pursuant to Section 10.1 and (y) the Final Closing Date (the period from the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant such earlier date is referred to the terms of this Merger Agreementherein as, the "EXCLUSIVITY PERIOD"): (i) neither the Company shall not and shall not permit its affiliates nor any of its Subsidiaries, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries their respective subsidiaries (collectively, the "RepresentativesRESTRICTED PARTIES" and each a "RESTRICTED PARTY") shall, directly or indirectly, to (i) initiate, solicit, solicit or encourage or knowingly facilitate (including by way of furnishing informationinformation or assistance), or take any other action to facilitate, any inquiries or the making of any proposal or offer that constitutes, an Acquisition Proposal or would reasonably be expected to result in, a Competing Transaction (as defined below), (ii) or enter into or maintain or continue discussions or negotiate with any Person person in furtherance of such inquiries or to obtain an Acquisition Proposala Competing Transaction, (iii) or agree to, approve, recommend, to or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition ProposalCompeting Transaction, or (v) authorize or permit any of its their respective officers, directors, employees, consultants or their Subsidiaries agents or Representatives any investment banker, financial advisor, attorney, accountant or other representative retained by any Restricted Person to take any such action and, action; and (ii) the Company shall notify ABRY and Sandler in writing (as promptly notify Acquiror as practicable, but in any event, within two days) if any written or oral request for information or proposal relating to a Competing Transaction is made and shall keep ABRY and Sandler promptly advised of all such requests and proposals, and shall provide ABRY and Sandler with a copy of any such inquiries written requests or proposals and a summary of all oral proposals received by or requests. As used herein, the term "COMPETING TRANSACTION" shall mean the offer or sale of equity or equity-linked securities of the Company to a third party other than (i) the Purchasers or any (ii) between the Initial Closing Date and the Final Closing Date, other stockholders of its Subsidiaries the Company so long as the offer or Representativessale to such other stockholders does not include, relating to any individually or in the aggregate, more than 5,000 shares of such mattersSeries B Preferred Stock and 160,000 Warrants.

No Solicitation. (a) From Prior to the date earlier of this Merger Agreement until the Effective Time or Closing and the termination of this Merger Agreement pursuant to the terms of this Merger Agreementin accordance with Section 11.1 hereof, neither Parent, Sellers, the Company shall not and shall not permit Company, nor any of its Subsidiariestheir respective shareholders, Affiliatesmembers, directors, officers, employees, advisors, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries other representatives (collectively, "“Representatives") ”), directly or indirectly, to through Affiliates or otherwise, shall (ia) solicit, initiate, solicit, or encourage or knowingly facilitate (including by way of furnishing information)) or take any other action to facilitate knowingly any inquiries or proposals that constitute, the making of any or could reasonably be expected to lead to, a proposal or offer of any kind that constitutesconstitute, an Acquisition Proposal (as defined below)or could reasonably be expected to lead to, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iiib) agree engage in negotiations or discussions with any person (or group of persons) other than Buyer or its Affiliates (a “Third Party”) concerning, or provide any non-public information to any person or entity relating to, approve, recommend, or endorse any Acquisition Proposal, (ivc) disclose continue any non-public information relating to the Company prior discussions or negotiations with any Company Subsidiary or afford access to the properties, books or records of the Company or Third Party concerning any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised (d) accept, or enter into any agreement concerning, any Acquisition Proposal with any Third Party or consummate any Acquisition Proposal. From and after the date hereof until the earlier of the termination of this Agreement or the Closing, Parent, Sellers and the Company that it is will, and will cause their respective Affiliates to (i) use their reasonable best efforts to cause to be returned or may be interested destroyed promptly after the date hereof all confidential information provided or made available to any Person other than Buyer and its Affiliates and its and their Representatives in making connection with a proposal regarding a Acquisition Proposalpotential transaction involving the Business or the Company, (ii) terminate all access for such Persons to the electronic dataroom accessible through XX Xxxxxxxxx Venue with respect to the Business and (iii) not amend, modify, waive or (v) authorize or permit fail to enforce any of its the terms or their Subsidiaries conditions included in any confidentiality agreements with respect to the Business or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersCompany.

No Solicitation. (a) From the date Each of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementGBDC 3 and GBDC shall, the Company shall not and shall not permit any of cause its respective Affiliates, Consolidated Subsidiaries, Affiliatesand its and each of their respective officers, directors, officerstrustees, managers, employees, consultants, financial advisors, attorneys, accountants and other advisors, representatives and agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "“Representatives"”) to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to, or 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 GBDC 3 or GBDC, as applicable) of all confidential information previously furnished to any Person (other than GBDC 3, GBDC or their respective Affiliates or Representatives) with respect to any Takeover Proposal. Prior to the Effective Time, subject to Section 7.7 in the case of GBDC 3 and Section 7.8 in the case of GBDC, each of GBDC 3 and GBDC shall not, and shall cause its respective Affiliates, Consolidated Subsidiaries and its and their respective Representatives not to: (i) directly or indirectlyindirectly solicit, to (i) initiate, solicitinduce, encourage or knowingly facilitate 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 GBDC, GBDC 3 or their respective Affiliates or Representatives) any information with respect to, or take any other action to facilitate or in furtherance of furnishing information), any inquiries or the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may could reasonably be expected to make a proposal regarding a Acquisition Proposal lead to, any Takeover Proposal; (iv) publicly propose or that has advised publicly announce an intention to take any of the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, foregoing actions; or (v) authorize or permit grant any of its (x) approval pursuant to any Takeover Statute to any Person (other than GBDC, GBDC 3 or their Subsidiaries respective Affiliates) or Representatives with respect to take any transaction (other than the Transactions) or (y) waiver or release under any standstill or any similar agreement with respect to equity securities of GBDC 3 or GBDC, unless failure to grant such action andwaiver or release would be reasonably likely to be a breach of the standard of conduct applicable to the directors of GBDC 3 or GBDC, as applicable, under applicable Law; provided, however, that notwithstanding the Company foregoing, each party (A) may inform Persons of the provisions contained in this Section 7.6 and (B) shall promptly notify Acquiror be permitted to grant a waiver of or terminate any “standstill” or similar obligation of any third party with respect to equity securities of GBDC or GBDC 3, as applicable, in order to allow such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating third party to any of such mattersconfidentially submit a Takeover Proposal.

No Solicitation. (a) From the date hereof until the earlier of this Merger Agreement until the Effective Time or and the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, TSG agrees that (a) it will not, and will cause its Subsidiaries and the Company shall not and shall not permit any of its Subsidiaries, Affiliatesofficers, directors, officers, employees, investment bankers, consultants and other agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of TSG and its Subsidiaries (collectivelyand the Affiliates of TSG not to, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information)) or facilitate or take any action to initiate, solicit, encourage or facilitate any inquiries or the making or implementation of any proposal or offer that constitutes(including, an Acquisition Proposal (as defined below)without limitation, (iiany proposal or offer to its stockholders) enter into with respect to a merger, consolidation or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company other business combination including TSG or any of its Subsidiaries or Representativesany acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (x) all or any significant portion of the assets of TSG and its Subsidiaries taken as a whole, (y) 5% or more of the outstanding shares of TSG Common Stock or (z) 15% of the outstanding shares of the capital stock of any Subsidiary of TSG (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any discussions or negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement) or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) it will immediately cease and cause to be terminated and will cause its Subsidiaries and the officers, directors, employees, investment bankers, consultants and other agents of TSG and its Subsidiaries and the Affiliates of TSG to immediately cease and terminate, any existing activities, discussions or negotiations with any parties with respect to any of the foregoing, and it will take the necessary steps to inform such mattersparties of its obligations under this Section; and (c) it will notify Elcotel immediately (and in no event later than 24 hours after receipt of any Alternative Proposal) if any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it or any of such Persons; provided, however, that nothing contained in this Section 5.03 shall prohibit the Board of Directors of TSG from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions substantially comparable to the Confidentiality Agreement) or entering into discussions or negotiations with any person or group that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent that, (A) the Board of Directors of TSG, based upon the written opinion of outside counsel (a copy of which shall be provided promptly to Elcotel), determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Delaware Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such Person or group, TSG provides written notice to Elcotel to the effect that it is furnishing information to, or entering into discussions or negotiations with such Person or group, and (C) TSG keeps Elcotel informed (which notice shall be provided orally and in writing) of the status and material information including the identity of such Person or group with respect to any such discussions or negotiations and any Alternative Proposal and the material terms thereof and gives Elcotel at least 24 hours' advance notice of any information to be supplied to, and at least 48 hours' advance notice of any agreement to be entered into with, any Person or group making such Alternative Proposal; and (ii) to the extent required, complying with Rule 14e-2 promulgated under the 1934 Act with regard to an Alternative Proposal.

No Solicitation. (a) From Subject to Section 5.5(b), from and after the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreementhereof , the Company shall not not, and shall not permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of cause the Company or any of its Subsidiaries (collectivelyand direct the Company Representatives not to, "Representatives") directly or indirectly, to : (i) initiate, solicit, encourage solicit or knowingly facilitate encourage (including by way of furnishing providing information), ) the making submission of any proposal inquiries, proposals or offer offers that constitutesconstitute, an or would reasonably be expected to lead to, any Acquisition Proposal (as defined below)or engage in any discussions or negotiations with respect thereto or otherwise participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations, (ii) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or other similar agreement relating to obtain an Acquisition ProposalProposal 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, (iii) agree to, approve, recommendtake any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation, or endorse any restrictive provision of any applicable anti-takeover provision in the Company’s articles of incorporation or bylaws, inapplicable to any transactions contemplated by an Acquisition ProposalProposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, under any such provisions), or (iv) disclose resolve or agree to do any nonof the foregoing. The Company shall immediately cease and promptly hereafter (but in no event later than twenty-public information relating four (24) hours after the date hereof) cause to be terminated any solicitation, discussion or negotiation with any Persons conducted heretofore by the Company, the Company Subsidiaries, or any of the Company Subsidiary Representatives with respect to any Acquisition Proposal and shall use its commercially reasonable efforts to cause to be returned or afford access to the properties, books destroyed all confidential information provided by or records on behalf of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersPerson.

No Solicitation. (a) From Neither the date of this Merger Agreement until the Effective Time Company nor any Subsidiary shall, directly or indirectly, through any directors, officers, employees, agents, affiliates, representatives or otherwise, solicit or initiate any inquiries or the termination submission of this Merger Agreement pursuant any proposal or offer from any person with respect to any tender offer, merger, consolidation, liquidation, recapitalization, business combination, sale of significant assets, sales of shares of capital stock or similar transactions involving the terms Company or any Subsidiary or any division of this Merger Agreementthe Company or any Subsidiary (an "Acquisition Transaction") or participate in any negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in or facilitate, any effort or attempt by any other person (other than Parent, the Company shall not and shall not permit any of its Subsidiaries, Affiliates, Purchaser or their respective directors, officers, employees, agents and representatives) with respect to any Acquisition Transaction or representativesenter into any agreement, includingarrangement or understanding requiring it to abandon, without limitationterminate or fail to consummate the Merger or any other transactions contemplated by this Agreement; provided that the Company may, in response to an unsolicited proposal with respect to an Acquisition Transaction (an "Alternative Proposal") from a third party, furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, in each case only if the Company's Board, in good faith, deems it necessary to do so in the exercise of its fiduciary obligations after consultation with outside counsel and an independent nationally recognized investment banking firm. The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Transaction. The Company shall notify Parent promptly in writing if any such proposal or offer, or any inquiry or contact with any person with respect thereto, is made or if any party makes any Alternative Proposal and shall, in any such written notice to Parent, indicate in reasonable detail the identity of the person making such proposal, offer, inquiry, contact or Alternative Proposal and the terms and conditions of such proposal, offer, inquiry, contact or Alternative Proposal and any subsequent developments with respect thereto. The Company agrees not to release any third party from, or waive any provision of, any investment banker, attorney confidentiality or accountant of standstill agreement to which the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make is a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersparty.

No Solicitation. (a) From Subject to Section 5.3(c), at all times during the period commencing on the date of this Merger Agreement and continuing until the Effective Time or earlier to occur of the termination of this Merger Agreement pursuant to Article VIII and the terms of this Merger AgreementEffective Time, the Company and its Subsidiaries shall not and not, nor shall not they authorize or permit any of its Subsidiariestheir respective directors, officers or other employees, controlled Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant other authorized agent or representative retained by any of them (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, knowingly encourage, or knowingly facilitate or assist (including by way of providing information), any proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal, (ii) participate or engage in any discussions or negotiations with any Person (other than Parent, Merger Sub and their Representatives) regarding any proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal, (iii) enter into any merger agreement, purchase agreement, letter of intent or similar agreement with respect to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement entered into pursuant to Section 5.3(c)), (iv) release or waive any provision of, or fail to enforce any confidentiality agreement, standstill or similar agreement to which the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make is a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposalparty, or (v) authorize resolve, publicly propose or permit agree to do any of the foregoing. The Company and its Subsidiaries shall cease all existing discussions or negotiations with any Person (other than Parent, Merger Sub and their Subsidiaries Representatives) conducted prior to the date of this Agreement with respect to any proposal that constitutes or Representatives could reasonably be expected to take lead to any such action andAcquisition Proposal. Promptly after the date of this Agreement, the Company shall will request that each Person (if any) that has executed a confidentiality agreement (other than the Confidentiality Agreement) relating to a potential Acquisition Proposal promptly notify Acquiror of any such inquiries return to the Company or destroy all non-public documents and proposals received materials furnished by the Company or any of its Subsidiaries or Representatives, Representatives to such Person pursuant to the terms of such confidentiality agreement and immediately terminate all physical and electronic data room access relating to a potential Acquisition Proposal previously granted to any such Person. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may participate in discussions solely to seek to clarify the terms and conditions of such mattersany inquiry or proposal made by any Person.

No Solicitation. (a) From Notwithstanding anything to the date contrary contained in this Agreement, during the period beginning immediately following the execution of this Merger Agreement and continuing until 11:59 p.m. (Dallas, Texas time) on the Effective Time or thirtieth (30th) day thereafter (the termination of this Merger Agreement pursuant to the terms of this Merger Agreement“Solicitation Period End Date”), the Company shall not have the right to, and shall not permit any of may cause its Subsidiaries and the Company’s and its Subsidiaries, Affiliates, ’ respective directors, officers, employeesemployees and Representatives to, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, knowingly encourage or knowingly facilitate (including by way of furnishing information), the making submission of any proposal inquiries, proposals or offer offers that constitutes, an constitute or would reasonably be expected to lead to any Company Acquisition Proposal (as defined below)Proposal, (ii) enter into or maintain or continue engage in any discussions or negotiate with negotiations with, or provide any Person in furtherance of such inquiries confidential information or data to, any person relating to obtain an a Company Acquisition Proposal, in each case pursuant to one or more Acceptable Confidentiality Agreements, (iii) agree toterminate, approvewaive, recommendamend or modify any provision of any Standstill Agreement or confidentiality agreement to which the Company is a party to the extent necessary to allow the other party thereto to submit any Company Acquisition Proposal or to inquire, propose or endorse any make an offer that may lead to a Company Acquisition Proposal, Proposal or (iv) disclose propose or agree to do any of the foregoing. Parent agrees that neither it nor any of its affiliates shall, and that it shall use its reasonable best efforts to cause its and their respective Representatives not to, participate in discussions with, any person (or group that includes any person) that prior to the execution of this Agreement directly or indirectly, whether through its affiliates or Representatives, (1) accessed the on-line data room hosted on behalf of the Company in connection with evaluating a potential acquisition of the Company, (2) participated in substantive negotiations with the Company or its Representatives regarding a Company Acquisition Proposal or (3) submitted a Company Acquisition Proposal to the Company or its Representatives, in each case within 180 days prior to the date of this Agreement (any such person, a “Prior Bidder”); provided, however, that nothing in this sentence shall prohibit or restrict Parent from making or conducting public communications or solicitations regarding (i) a Company Acquisition Proposal or (ii) the transactions contemplated by this Agreement in accordance with Section 5.8. The Company will substantially concurrently make available to Parent or its Representatives any non-public information relating to concerning the Company or any Company Subsidiary or afford access to the properties, books or records of and its Subsidiaries that is provided by the Company or any Company Subsidiary to any person or its Representatives pursuant to this Section 5.4(a) that has was not previously provided or made available to Parent as promptly as reasonably practicable (but in any event within one (1) day) after providing (or may reasonably causing to be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (vprovided) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company information pursuant to this Section 5.4(a) and shall promptly notify Acquiror of not provide to any such inquiries and proposals received by the Company person any non-public information of or relating to Parent, Merger Subs or any of its Subsidiaries their respective affiliates or Representatives, relating to any of such matters.

No Solicitation. Until the earlier of (i) the Effective Time, or (ii) the date of termination of this Agreement pursuant to the provisions of Section 8.1 hereof, the parties shall not, nor shall the parties permit any of its directors, employees, shareholders, agents, representatives or Affiliates to (and each party shall instruct them not to), directly or indirectly, take any of the following actions with any third party: (a) From solicit, encourage, initiate or participate in any inquiry, negotiations or discussions with respect to any Acquisition Proposal (provided that this subsection (a) shall not, by its reference to the date defined term "Acquisition Proposal", and such term's reference to subsection (i) of this Merger Agreement until the defined term "Competing Transaction," prohibit discussions and negotiations with existing or potential customers regarding commercial services relationships in the ordinary course of business), (b) disclose any material non-public information to any Person concerning the such party's business, technologies or properties, or afford to any Person or entity access to its properties, technologies, books or records, not customarily afforded to new non-strategic customers in the ordinary course of business, (c) assist or cooperate with any Person to make any Acquisition Proposal, (d) enter into any Contract with any Person other than de minimus Contracts in the ordinary course of business, or (e) effect any Competing Transaction; provided, however, that (d) and (e) shall not prohibit the Company from, on and after November 24, 2006, entering into non-exclusive licenses of Company Intellectual Property with licensees (A) in the ordinary course of the Company's business consistent with past practice and (B) outside of the ordinary course of the Company's business consistent with past practice with the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed). In the event that a party or any of such party's Affiliates shall receive, prior to the earlier of the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall not and shall not permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents or representatives, including, without limitationArticle 8 hereof, any investment bankerAcquisition Proposal, attorney or accountant of the Company or any of its Subsidiaries (collectivelyrequest, "Representatives") directly or indirectly, of the type referenced in clause (a) or (c) above, or any request for disclosure or access pursuant to clause (ib) initiateabove, solicitsuch party shall immediately notify the other party thereof, encourage including information as to the identity of the offeror or knowingly facilitate (including by way of furnishing information), the third party making of any proposal or offer that constitutes, an such Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance and the specific terms of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or request, as the case may be, and such other information related thereto as the other party hereto may reasonably request. The parties hereto agree that has advised irreparable damage would occur in the Company event that it the provisions of this Section 4.2 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that any party hereto shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Section 4.2 and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which such other party may be interested entitled at law or in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersequity.

No Solicitation. Until the earlier of (i) the Effective Time, or (ii) the date of termination of this Agreement pursuant to the provisions of Section 8.1, the Company shall not (nor shall the Company permit, as applicable, any of its officers, directors, employees, representatives or affiliates, any of such persons a “Representative”, to), directly or indirectly, take any of the following actions with any party other than Acquiror and its designees: (a) From solicit, encourage, initiate or participate in any inquiry, negotiations or discussions, or enter into any agreement, with respect to any offer or proposal to acquire all or any part of the date Company’s businesses, properties or technologies, or any amount of this Merger Agreement until the Company Capital Stock (whether or not outstanding), whether by merger, purchase of assets, tender offer, license or otherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to any person concerning the Company’s businesses, technologies or properties, or afford to any person or entity access to its properties, technologies, books or records, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase all or any part of the Company Capital Stock or assets of the Company, other than the distribution of the Company’s music tracks in the ordinary course of business, or (d) enter into any agreement with any person providing for the acquisition of the Company, whether by merger, purchase of assets, license, tender offer or otherwise. In the event that the Company or any of the Company’s affiliates shall receive, prior to the Effective Time or the termination of this Merger Agreement pursuant to in accordance with Section 8.1, any offer, proposal, or request, directly or indirectly, of the terms of this Merger Agreementtype referenced in clause (a), (c), or (d) above, or any request for disclosure or access as referenced in clause (b) above, the Company shall not (x) immediately suspend any discussions with such offeror or party with regard to such offers, proposals or requests and shall not permit any of its Subsidiaries(y) promptly (but no later than within one (1) business day) notify Acquiror thereof, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant including information as to the identity of the Company offeror or the party making any of its Subsidiaries (collectively, "Representatives") directly such offer or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), proposal and the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance specific terms of such inquiries offer or to obtain an Acquisition Proposalproposal, (iii) agree toas the case may be, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public and such other information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or related thereto as Acquiror may reasonably request. Any breach of this Section 5.2 by any Representative shall be expected deemed to make be a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any breach of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersthis Section 5.2

No Solicitation. (a) From UPR agrees that, during the date term of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company it shall not not, and shall not authorize or permit any of its Subsidiaries, Affiliates, subsidiaries or any of its or its subsidiaries' directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) solicit, initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information)facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the making of any proposal with respect to any recapitalization, merger, consolidation or offer other business combination involving UPR, or any acquisition of 15% or more of the capital stock (other than upon exercise of UPR Options that constitutesare outstanding as of the date hereof) or 30% or more of the assets of UPR and its subsidiaries, an Acquisition Proposal taken as a whole, in a single transaction or a series of related transactions, or any combination of the foregoing (as defined belowa "UPR COMPETING TRANSACTION"), or negotiate, explore or otherwise engage in discussions with any person (iiother than Anadarko, Subcorp or their respective directors, officers, employees, agents and representatives) with respect to any UPR Competing Transaction or enter into any agreement, arrangement or maintain understanding requiring it to abandon, terminate or continue discussions fail to consummate the Merger or negotiate with any Person in furtherance other transactions contemplated by this Agreement; PROVIDED that, at any time prior to the approval of such inquiries or to obtain an Acquisition Proposalthe Merger by the UPR Stockholders, (iii) agree UPR may furnish information to, approveand engage in discussions with, recommend, any party who delivers a written proposal for a UPR Competing Transaction which was not solicited or endorse any Acquisition Proposal, encouraged after the date of this Agreement in violation of this Agreement if and so long as the Board of Directors of UPR determines in good faith by resolution duly adopted after consultation with its outside counsel (ivwho may be its regularly engaged outside counsel) disclose any non-public information relating that the failure to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may take such action would reasonably be expected to make constitute a breach of its fiduciary duties under Applicable Law and determines that such a proposal is, after consulting with the UPR Financial Advisors, more favorable to UPR Stockholders from a financial point of view than the transactions contemplated by this Agreement (including any adjustment to the terms and conditions proposed by Anadarko in response to such UPR Competing Transaction) (a "UPR SUPERIOR PROPOSAL"); PROVIDED, FURTHER, that prior to furnishing information to, or engaging in discussions with, any party pursuant to the foregoing proviso, UPR shall have received an executed agreement from such party in the same form as the Confidentiality Agreement (other than Section 8 thereof which shall be waived for Anadarko under the Confidentiality Agreement upon the execution of such agreement). UPR will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any proposal for a UPR Competing Transaction and request the return of all confidential information regarding UPR provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise. In the event that prior to the approval of the Merger by the UPR Stockholders the Board of Directors of UPR receives a Acquisition UPR Superior Proposal that was not solicited or encouraged after the date of this Agreement in violation of this Agreement, and the Board of Directors of UPR determines in good faith by resolution duly adopted after consultation with its outside counsel (who may be its regularly engaged outside counsel) that has advised the Company failure to take such action would reasonably be expected to constitute a breach of its fiduciary duties under Applicable Law, the Board of Directors of UPR may (subject to this and the following sentences) withdraw, modify or change, in a manner adverse to Anadarko, the UPR Board Recommendation and/or comply with Rule 14e-2 promulgated under the Exchange Act with respect to a UPR Competing Transaction, PROVIDED that it is gives Anadarko three business days' prior written notice of its intention to do so (PROVIDED that the foregoing shall in no way limit or may otherwise affect Anadarko's right to terminate this Agreement pursuant to Section 7.3(b)). Any such withdrawal, modification or change of the UPR Board Recommendation shall not change the approval of the Board of Directors of UPR for purposes of causing any state takeover statute or other state law to be interested inapplicable to the transactions contemplated hereby, including the Merger or the UPR Stock Option Agreement or change the obligation of UPR to present the Merger for approval at a duly called UPR Stockholders Meeting on the earliest practicable date determined in making a proposal regarding a Acquisition Proposalconsultation with Anadarko. From and after the execution of this Agreement, UPR shall promptly (but in any event within one calendar day) advise Anadarko in writing of the receipt, directly or indirectly, of any inquiries, discussions, negotiations, or proposals relating to a UPR Competing Transaction (vincluding the specific terms thereof and the identity of the other party or parties involved) authorize or permit any of its or their Subsidiaries or Representatives and promptly furnish to take any such action and, the Company shall promptly notify Acquiror Anadarko a copy of any such inquiries and proposals received written proposal in addition to any information provided to or by any third party relating thereto. In addition, UPR shall promptly (but in any event within one calendar day) advise Anadarko, in writing, if the Board of Directors of UPR shall make any determination as to any UPR Competing Transaction as contemplated by the Company or any proviso to the first sentence of its Subsidiaries or Representatives, relating to any of such mattersthis Section 5.3(d).

No Solicitation. (a) From the date of this Merger Agreement hereof until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementThird Closing Date, the Company and its Subsidiaries shall not not, and shall not permit any cause their respective Affiliates and each of its Subsidiaries, Affiliatestheir respective officers, directors, officers, employees, agents or auditors, agents, representatives, includingconsultants, advisors, investment bankers, attorneys, accountants and other agents (collectively, "REPRESENTATIVES") not to, directly or indirectly, without limitationthe consent of Purchaser (i) initiate, solicit or entertain offers from, negotiate with or in any investment bankermanner knowingly encourage, attorney discuss, accept, or accountant consider any proposal of any other person relating to (w) the acquisition of capital stock of the Company or any of its Subsidiaries (collectivelySubsidiaries, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter securities convertible into or maintain or continue discussions or negotiate with any Person in furtherance exchangeable for shares of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records capital stock of the Company or any Company Subsidiary to any person that has made of its Subsidiaries, (x) the acquisition of the Company's or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its Subsidiaries' assets or their Subsidiaries business, in whole or Representatives to take any such action andin part, whether directly or indirectly, through purchase, merger, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise, (y) the Company shall promptly notify Acquiror incurrence of any such inquiries and proposals received indebtedness for borrowed money by the Company or any of its Subsidiaries Subsidiaries, or Representatives(z) any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent, delay or dilute the benefits to the Purchaser of the transactions contemplated hereby, including, without limitation, by taking any action that would make Section 203 of the DGCL or the Rights Agreement inapplicable to an Alternative Transaction (other than the transactions contemplated by this Agreement, sales of inventory in the ordinary course and shares issued upon the exercise of existing stock options) (any of the foregoing being an "ALTERNATIVE TRANSACTION"), (ii) initiate, participate or engage in, or agree to initiate, participate or engage in, negotiations or discussions concerning, or provide to any person or entity any information or data relating to the Company or any Subsidiary, or otherwise cooperate with or assist or participate in facilitating or encouraging, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to an Alternative Transaction, (iii) in connection with any Alternative Transaction, require the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement or the other Documents, (iv) grant any waiver or release under or amend any standstill, confidentiality or similar agreement entered into by the Company or any of such mattersits Affiliates or representatives; (v) agree to, approve or recommend any Alternative Transaction, or (vi) take any other action inconsistent with the obligations and commitments of the Company pursuant to this Section 5.11; provided, however, that nothing contained herein shall limit the ability of the Company to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act; and provided further that if, in respect of an offer, proposal or inquiry relating to a possible Alternative Transaction from a third party or entity made after the date hereof which has not been solicited or encouraged in violation of clause (i) or (ii) above, the Board of Directors of the Company

No Solicitation. (a) From and after the date expiration of this Merger Agreement until the Effective Time Transaction Solicitation Period, such Stockholder shall not, nor shall such Stockholder authorize or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall not and shall not permit any of its SubsidiariesRepresentatives to, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) solicit, initiate, solicitpropose or induce the making, encourage submission or announcement of, or knowingly encourage, facilitate (including by way of furnishing information)or assist, the making of any proposal or offer that constitutes, or is reasonably expected to lead to, an Acquisition Proposal (as defined below), Proposal; (ii) enter into or maintain or continue discussions or negotiate with furnish to any Person in furtherance (other than Parent, Merger Sub or any of such inquiries or to obtain an Acquisition Proposal, (iiitheir respective designees) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary of its Subsidiaries or afford to any Person access to the business, properties, books assets, books, records or records of the Company other non-public information, or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposalpersonnel, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries (other than Parent, Merger Sub or Representativesany of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 4.5); (iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement; or (vi) authorize, resolve or commit to do any of such mattersthe foregoing. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any Stockholder from taking any action that the Company or its Representatives are permitted to take under Sections 6.3 and 6.4 of the Merger Agreement.

No Solicitation. (a) From The Company agrees that, during the date term of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant Agreement, it will not negotiate with any person other than Parent with respect to the terms acquisition of this Merger Agreement, the Company shall not or its Subsidiaries and shall it will not, and will not permit any of its Subsidiariesofficers, Affiliatesdirectors, employees, affiliates, agents or representatives (including, without limitation, investment bankers, attorneys and accountants) to (a) initiate contact with, (b) make, solicit or encourage any inquiries or proposals from, (c) enter into, or participate in, any discussions or negotiations with, (d) disclose, directly or indirectly, any information not customarily disclosed concerning the business and properties of the Company or its Subsidiaries to or (e) afford any access to the Company's or its Subsidiaries properties, books and records to any person (other than Parent, Sub or their respective directors, officers, employees, agents or and representatives, including, without limitation, ) in connection with any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, possible proposal relating to (i) initiate, solicit, encourage the disposition of its respective businesses or knowingly facilitate all or substantially all of its assets (including by way except for disposition of furnishing information), assets in the making ordinary course of any proposal or offer that constitutes, an Acquisition Proposal (as defined belowbusiness consistent with past practice), (ii) enter into the acquisition of equity or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records debt securities of the Company or any its Subsidiaries (except in connection with the exercise of options, as permitted in Section 5.3(a)) or (iii) the merger, share exchange or business combination, or similar acquisition transaction of or involving the Company Subsidiary to or its Subsidiaries with any person other than Parent (each or any combination of the foregoing a "Company Competing Transaction"); provided that has made the Company may (x) furnish information (subject to a confidentiality agreement in reasonably customary form) to, and negotiate or may otherwise engage in discussions with, any party who delivers a written proposal for a Company Competing Transaction if and so long as the Board of Directors of the Company determines in good faith, based upon the written opinion of its outside legal counsel, that failing to take such action would reasonably be expected to make constitute a proposal regarding breach of the fiduciary duties of the Board and (y) take a Acquisition Proposal position with respect to the Merger or that has advised a Company Competing Transaction, or amend or withdraw such position, in compliance with Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to a Company Competing Transaction. From and after the execution of this Agreement, the Company that and each of its Subsidiaries will immediately notify Parent orally, and subsequently confirm in writing, all the relevant details relating to all inquiries and proposals which it is or may be interested in making a proposal regarding a Acquisition Proposalreceive relating to any such matters. Subject to the foregoing, or (v) authorize or the Company will not, and will not permit any of its representatives or their Subsidiaries to enter, at any time, into or Representatives to take participate in any such action anddiscussions or negotiations regarding, the or accept, any proposal for a Company shall promptly notify Acquiror of any such inquiries and proposals Competing Transaction received by the Company them from a third party or any of its Subsidiaries or Representatives, relating that a third party expresses a desire to any of such matterscommunicate with them.

No Solicitation. (a) From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, Neither the Company shall not and shall not permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or nor any of its Subsidiaries (collectivelyshall, "Representatives") directly or indirectly, take (nor shall the Company authorize or permit its Subsidiaries, officers, directors, employees, representatives, investment bankers, attorneys, accountants or other agents or affiliates, to take) any action to (i) initiateencourage, solicit, encourage solicit or knowingly facilitate (including by way of furnishing information), initiate the making submission of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into any agreement with respect to any Acquisition Proposal or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree participate in any way in discussions or negotiations with, or furnish any information to, approve, recommendany person in connection with, or endorse take any Acquisition Proposalother action to facilitate any inquiries or the making of any proposal that constitutes, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make lead to, any Acquisition Proposal. The Company will promptly communicate to Parent that such a proposal regarding a Acquisition Proposal solicitation or an inquiry has been received by the Company, or that any such information has advised been requested from it or that such negotiations or discussions have been sought to be initiated with it and will keep Parent reasonably informed of the status and terms of any Acquisition Proposal. As used herein, "Acquisition Proposal" shall mean any proposed (A) merger, consolidation, share exchange or similar transaction involving the Company that it is or may be interested in making a proposal regarding a Acquisition Proposalits Subsidiaries, (B) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise of assets of the Company or its Subsidiaries representing 20% or more of the consolidated assets of the Company and its Subsidiaries (other than A&S), (C) issue, sale or other disposition of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 20% or more of the voting power of the Company, or (vD) authorize transaction (including a tender offer or permit exchange offer) in which any person would acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) of, or the right to acquire beneficial ownership, of its or their Subsidiaries or Representatives to take any such action and(whether itself, the Company shall promptly notify Acquiror as a member of any "group" (as such inquiries and proposals received by term is defined under the Exchange Act) or otherwise) 20% or more of any class of equity securities of the Company or any of its Subsidiaries or Representatives, relating to any of such mattersSubsidiaries.

No Solicitation. (a) From the date of this Merger Agreement No-Shop Period Start Date until the Effective Time or Time, or, if earlier, the termination of this Merger Agreement pursuant to the terms of this Merger Agreementin accordance with Section 9.01, the Company shall not and not, nor shall not it permit any Representative of its Subsidiariesthe Company to, Affiliatesdirectly or indirectly, directors(i) solicit, officersinitiate or knowingly encourage (including by way of providing information) the submission or announcement of any inquiries, employeesproposals or offers that constitute or would reasonably be expected to lead to any Takeover Proposal, agents or representatives, including, without limitation, (ii) provide any investment banker, attorney or accountant of non-public information concerning the Company or any of its Subsidiaries (collectivelyrelated to, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition any person or group who would reasonably be expected to make, any Takeover Proposal, (iii) agree to, approve, recommend, engage in any discussions or endorse any Acquisition Proposalnegotiations with respect thereto, (iv) disclose approve, support, adopt, endorse or recommend any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Takeover Proposal, or (v) authorize otherwise cooperate with or permit any of its assist or their Subsidiaries participate in, or Representatives to take knowingly facilitate any such action andinquiries, proposals, offers, discussions or negotiations. Subject to Section 6.02(c), at the No-Shop Period Start Date, the Company shall promptly notify Acquiror of immediately cease and cause to be terminated any such inquiries and proposals received solicitation, encouragement, discussion or negotiation with any person or groups (other than a Qualified Go-Shop Bidder) conducted theretofore by the Company Company, its Subsidiaries or any of their respective Representatives with respect to any Takeover Proposal and shall use reasonable best efforts to require any other parties (other than a Qualified Go-Shop Bidder) who have made or have indicated an intention to make a Takeover Proposal to promptly return or destroy any confidential information previously furnished by the Company, any of its Subsidiaries or Representatives, relating to any of such matterstheir respective Representatives.

No Solicitation. (a) From The Company agrees that from and after the --------------- date of this Merger Agreement until the earlier of the Termination Date and the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementTime, the Company shall not and shall not permit neither it nor any of its Subsidiaries nor any of the officers or directors of it or its Subsidiaries, Affiliatesnor its employees, directorsinvestment bankers, officersattorneys, employeesaccountants, financial advisors, agents or representativesother representatives (collectively, including"Representatives"), without limitationshall directly or indirectly, initiate or solicit any investment bankerinquiries or the making of a Company Acquisition Proposal. For purposes of this Agreement, attorney "Company Acquisition Proposal" shall mean any offer or accountant proposal (other than an offer or proposal by Acquirer) relating to any transaction or series of related transactions involving: (A) any purchase from the Company or acquisition by any Person or "group" (as defined under section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than a 5% interest in the total outstanding voting securities of the Company or any of its subsidiaries or any tender offer or exchange offer that if consummated would result in any person or "group" (as defined under section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning 5% or more of the total outstanding voting securities of the Company or any of its Subsidiaries or any merger, consolidation, business combination or similar transaction involving the Company; (collectivelyB) any sale, "Representatives"lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of more than 5% of the assets of the Company (excluding the assets of the Company constituting the Infind Business); or (C) any liquidation or dissolution of the Company. The Company further agrees that neither it nor any of its Subsidiaries nor any of its or its Subsidiaries' officers or directors shall, and that it shall direct and use its best reasonable efforts to cause its Representatives not to, directly or indirectly, have any discussions with or provide any confidential information or data to any Person relating to a Company Acquisition Proposal or engage in any negotiations concerning a Company Acquisition Proposal; provided, however, that if the Board of Directors of the Company determines in good faith, based on such matters as it deems relevant, acting only after consultation with WSGR (or other legal counsel of nationally recognized standing) that the failure to do so would be a breach of its fiduciary duties to the Company's stockholders under the DGCL, the Company may, in response to a Company Acquisition Proposal that was not solicited and that the Board of Directors of the Company determines, based upon the advice of Xxxxx, Xxxxxxxx & Xxxx (or another financial advisor of nationally recognized standing), is from a Person or group other than Acquirer or its affiliates that is capable of consummating a Superior Proposal and only for so long as the Board of Directors so determines that its actions are likely to lead to a Superior Proposal, (i) initiatefurnish information to any such Person or group only pursuant to a confidentiality agreement substantially in the same form as was executed by Acquirer prior to the execution of this Agreement and only if copies of such information are concurrently provided to Acquirer, solicit(ii) participate in discussions and negotiations regarding such proposal or offer, encourage (iii) make any disclosure to its stockholders if, in the good faith judgment of its board of directors, failure so to disclose would be inconsistent with its obligations under applicable Delaware Law; or knowingly facilitate (including by way iv) recommend such Company Acquisition Proposal to its stockholders, if and only to the extent that, in the case of furnishing informationan action referred to in clause (iv), the making of any proposal or offer that constitutes, an such Company Acquisition Proposal is a Superior Proposal (as defined below). For purposes of this Agreement, a "Superior Proposal" means, in respect of the Company, any Company Acquisition Proposal by a third party on terms which the board of directors of the Company determines in its reasonable good faith judgment, based on such matters it deems relevant, including in the case of clauses (i) and (ii) below the advice of the Company's financial advisor, (i) provides greater benefits to the Company's stockholders than those provided pursuant to this Agreement, (ii) enter into provides that any financing required to consummate the transaction contemplated by the offer is either in the possession of the Person making such Acquisition Proposal or maintain or continue discussions or negotiate with any is likely to be obtained by such Person in furtherance of such inquiries or to obtain an Acquisition Proposalon a timely basis, and (iii) agree todoes not contain a "right of first refusal" or "right of first offer" with respect to any counter-proposal that Acquirer might make; provided, approvefurther, recommendthat the Board of Directors of the Company by a majority vote determines in its good faith judgment that such Acquisition Proposal is reasonably capable of being completed (taking into account all legal, or endorse any Acquisition Proposalfinancial, (iv) disclose any non-public information relating to regulatory and other aspects of the proposal and the person making the proposal). Nothing contained in this Section 5.2 shall prohibit the Company or any Company Subsidiary or afford access the Company's Board of Directors from taking and disclosing to the properties, books Company's stockholders a position with respect to a tender or records of exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Company Exchange Act or from making any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received disclosure required by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersapplicable law.

No Solicitation. (a) The Company shall immediately cease any existing activities, discussions or negotiations with any Person with respect to a Takeover Proposal and shall seek to have returned to the Company any confidential information that has been provided in any such activities, discussions or negotiations. From the date hereof, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its officers, directors, or employees or any Affiliate, investment banker, financial advisor, attorney, accountant, or any other representative retained by it or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing information which has not been previously publicly disseminated), or take any other action intended to facilitate or encourage, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal, (ii) conduct, participate, or engage in any discussions or negotiations regarding any Takeover Proposal, (iii) approve, endorse, recommend, make or authorize any public statement, recommendation or solicitation in support of any Takeover Proposal, (iv) approve any transaction (other than the transactions contemplated hereby) pursuant to which any Person other than Parent, Merger Sub or any Subsidiary of Parent would become an “interested stockholder” under, Section 203 of the DGCL or (v) terminate, amend or waive any material rights under (or fail to take commercially reasonable steps to enforce rights under) any “standstill” or other similar agreement between the Company or any of its Subsidiaries and any other Person (other than Parent, Merger Sub or any Subsidiary of Parent); provided, however, that following the receipt of a Superior Proposal or a proposal that could reasonably be expected to lead to a Superior Proposal made on or after the date hereof but prior to the Special Meeting, in circumstances not otherwise involving a breach of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall may, in response to such proposal and subject to compliance with Section 5.2(b) and 5.2(c), (A) request information from the Person making such proposal for the purpose of the Board of Directors of the Company informing itself about the proposal that has been made and the Person that made it, (B) furnish information with respect to the Company to the Person making such proposal pursuant to a confidentiality agreement, provided that (1) such confidentiality agreement contains substantially the same terms as (or terms not materially less favorable to the Company) than those contained in the Confidentiality Agreement dated as of April 2, 2012, between Parent and shall not permit the Company (as it may be amended, the “Confidentiality Agreement”) and (2) the Company advises Parent of all such nonpublic information delivered to such Person concurrently with its delivery to the requesting Person, and (C) participate in negotiations with such Person regarding such proposal; provided, further, that the actions described in clauses (B) and (C) of the immediately preceding proviso may be taken only on or before the Company Stockholder Approval is obtained. It is agreed that any violation of its Subsidiariesthe restrictions set forth in the preceding sentence by any officer, Affiliatesdirector, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney attorney, or accountant other advisor or representative of the Company or any of its Subsidiaries (collectively, "Representatives"shall be deemed to be a breach of this Section 5.2(a) directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersCompany.

No Solicitation. (a) From Until the date earlier of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall not and shall not permit any of its Subsidiaries, Affiliatesthe officers, directors, officersemployees or other agents of the Company will not, employeesdirectly or indirectly (i) initiate, agents solicit or representatives, encourage (including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), or take any action to facilitate any inquiry or the making of of, any offer or proposal which constitutes or offer that constitutes, an is reasonably likely to lead to any Acquisition Proposal (as defined below)Transaction, (ii) propose, enter into or maintain participate in negotiations or continue discussions with, or negotiate with provide any Person in furtherance information or data to, any person (other than Parent, Merger Sub or any of such inquiries their respective affiliates or representatives) relating to obtain an any Acquisition ProposalTransaction, (iii) agree tomake or authorize any statement, recommendation or solicitation in support of, or approve, recommend, or endorse any Acquisition Proposal, Transaction or (iv) disclose enter into any non-public letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Transaction or transaction contemplated thereby. Upon execution of this Agreement, the Company will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company will promptly notify Parent after receipt after the date of this Agreement of any proposal for an Acquisition Transaction or any notice that any person is considering an Acquisition Transaction or any request for information relating to the Company or any Company Subsidiary or afford for access to the properties, books or records of the Company or any Company Subsidiary to by any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested considering, or has proposed, an Acquisition Transaction and will keep Parent timely informed of the status and details of any such Acquisition Transaction notice, request or any correspondence or communications related thereto and shall provide Parent with a true and complete copy of such Acquisition Transaction notice or request or correspondence or communications related thereto, if it is in making writing, or a proposal regarding written summary thereof (which shall include the identity of the person considering or proposing such Acquisition Transaction and the material terms thereof), if it is not in writing. Neither the Company Board nor any committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a Acquisition Proposalmanner adverse to Parent or Merger Sub, the approval or recommendation by the Company Board or any such committee of this Agreement or the Merger, or (vy) authorize approve or permit recommend, or propose to approve or recommend, any of its Acquisition Transaction or their Subsidiaries or Representatives to take (z) enter into any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating agreement with respect to any of such mattersAcquisition Transaction.

No Solicitation. The Company shall, and shall direct and use its best efforts to cause its officers, directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal (a) From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the as hereinafter defined). The Company shall not and not, nor shall not it authorize or permit any of its SubsidiariesSubsidiaries or any officer, Affiliatesdirector, directorsemployee, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant other adviser or representative of the Company or any of its Subsidiaries (collectivelyto, "Representatives") directly or indirectly, to (i) solicit, initiate, solicitor encourage the submission of, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below)Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree participate in any discussions or negotiations regarding, or furnish to any person any information for the purpose of facilitating the making of, or take any other action to facilitate any inquiries or the making of, any proposal that constitutes, or can reasonably be expected to lead to, approve, recommend, or endorse any Acquisition Proposal. Without limiting the foregoing, (iv) disclose it is understood that any non-public information relating to violation of which the Company or any Company Subsidiary of its Subsidiaries had knowledge at the time of such violation of the restrictions set forth in the immediately preceding sentence by any officer, director, employee, investment banker, attorney, employee, or afford access to the properties, books other adviser or records representative of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its Subsidiaries, whether or their Subsidiaries or Representatives not such Person is purporting to take any such action and, the Company shall promptly notify Acquiror act on behalf of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representativesotherwise, relating shall be deemed to be a breach of this Section 6.10 by the Company and its Subsidiaries. For purposes of this Agreement, "Acquisition Proposal" means any proposal for a merger or other business combination involving the Company or any of such mattersits Subsidiaries or any proposal or offer to acquire in any manner, directly or indirectly, an equity interest in the Company or any of its Subsidiaries, any voting securities of the Company or any of its Subsidiaries or a substantial portion of the assets of the Company. Anything contained herein to the contrary notwithstanding, this Section 6.10 shall have no force and effect after April 30, 1998.

No Solicitation. (a) From Until the earlier of the Effective Time and the date of termination of this Merger Agreement until pursuant to Section 11.1 hereof, the Company shall not (nor shall the Company permit any of its Subsidiaries or any of their respective Employees, Stockholders, advisors, agents, representatives or Affiliates to), directly or indirectly, take any of the following actions with any Person other than Parent and its designees: (i) solicit, encourage, seek, entertain, support, assist, initiate or participate in any inquiry, negotiations or discussions, or enter into any agreement, with respect to any offer or proposal to acquire all or any material part of the business, assets or technologies of the Company or its Subsidiaries, or any amount of the Company Capital Stock or any Subsidiary Securities (whether or not already outstanding), whether by merger, purchase of assets, purchase of securities, tender offer, license or otherwise, or effect any such transaction (a “Proposal”), (ii) disclose any confidential information to any Person concerning the business, technologies or properties of the Company or its Subsidiaries (other than in the ordinary course of business in connection with sales of its products), or afford to any Person access to their respective properties, technologies, books or records, not customarily afforded such access, (iii) assist or cooperate with any Person to make any Proposal, or (iv) enter into any agreement with any Person with respect to a Proposal. The Company shall immediately cease and cause to be terminated any such negotiations, discussions or agreements (other than with Parent) that are the subject matter of clause (i), (ii), (iii) or (iv) above. In the event that the Company or any of the Company’s Affiliates shall receive, prior to the Effective Time or the termination of this Merger Agreement pursuant Agreement, any offer, proposal, or request, directly or indirectly, with respect to the terms of this Merger Agreementa Proposal, or any request for disclosure or access as referenced in clause (ii) above, the Company shall immediately (x) suspend any discussions with such offeror or Person with regard to such offer, proposal, or request and (y) notify Parent thereof, including information as to the material terms of the Proposal. The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 7.15 were not and performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Parent shall not permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents be entitled to an immediate injunction or representatives, includinginjunctions, without limitationthe necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of this Section 7.15 and to enforce specifically the terms and provisions hereof in any investment bankercourt of the United States or any state having jurisdiction, attorney this being in addition to any other remedy to which Parent may be entitled at law or accountant in equity. Without limiting the foregoing, it is understood that any violation of the restrictions set forth above by any Employee, Stockholder, agent, advisor, representative or Affiliate of the Company or any shall be deemed to be a breach of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received this Agreement by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersCompany.

No Solicitation. (a) From Except as specifically permitted by this Section 6.9, neither Party shall, and each Party shall cause its Subsidiaries and representatives (including, without limitation, its investment banker, financial advisor, attorney, accountant or other retained representatives (collectively, the “Representatives”) not to, during the period from the date of this Merger Agreement until the earlier of the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreementin accordance with Section 8.1, the Company shall not and shall not permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) solicit, initiate, solicit, facilitate or encourage or knowingly facilitate (including by way of furnishing non-public information)) any inquiries regarding, or the making of any proposal or offer that constitutes, an Acquisition or could reasonably be expected to lead to, a Takeover Proposal (as defined below)with respect to such Party, or (ii) engage or enter into into, continue or maintain or continue otherwise participate in any discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommendnegotiations regarding, or endorse furnish to any Acquisition Proposal, (iv) disclose any other Person material non-public information relating to the Company in connection with any Takeover Proposal, or otherwise cooperate with or assist or participate in, or encourage or knowingly facilitate any such inquiries, proposals, discussions or negotiations or any Company Subsidiary effort or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected attempt to make a proposal regarding a Acquisition Takeover Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposalwith respect to such Party. Each Party shall, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company and shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any cause each of its Subsidiaries and Representatives to (1) immediately upon execution of this Agreement, cease any solicitation, encouragement, discussions or Representativesnegotiations with any Person that may be ongoing with respect to a Takeover Proposal involving such Party as of the date of this Agreement, relating (2) request promptly thereafter that such Person promptly return or destroy all confidential information concerning such Party and its Subsidiaries delivered or made available to such Person or its Representatives by such Party or its Subsidiaries or any Representatives thereof, in connection with its consideration of a Takeover Proposal with respect to such Party and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (3) immediately upon execution of this Agreement terminate all physical and electronic dataroom access previously granted to any of such mattersPerson or its Representatives.

No Solicitation. (a) From Subject to Sections 5.3(b) and 5.3(c), from and after the date of this Merger Agreement until the Effective Time or Acceptance Time, or, if earlier, the termination of this Merger Agreement pursuant to Article 7, the Company (or the Company Board or any committee thereof, as applicable) shall, shall cause each of its Affiliates to, and shall direct its and their respective Representatives to (w) immediately cease and cause to be terminated all existing discussions and negotiations with any Person that may be ongoing with respect to any Competing Proposal, (x) terminate access by any Third Party to any physical or electronic data room relating to any potential Competing Transaction, (y) in accordance with the applicable confidentiality agreements with such Third Parties, request the prompt return or destruction of any confidential information provided to any Third Party in the twelve (12) months immediately preceding the date of this Agreement in connection with a Competing Proposal, and (z) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any potential Competing Transaction (provided that the Company shall be permitted to grant waivers of, and not enforce, any standstill provision to the extent necessary to permit the counterparty thereto to make a confidential Competing Proposal directly to the Company Board in accordance with the terms of this Merger AgreementSection 5.3). Subject to Sections 5.3(b) and (c), from the date of this Agreement until the Acceptance Time, or, if earlier, the termination of this Agreement pursuant to Article 7, the Company shall not, shall cause its Affiliates not to, and shall direct its and their Representatives not permit to, directly or indirectly, (i) solicit, initiate or knowingly facilitate or encourage the submission of any Competing Proposal or any inquiry, proposal or request for information regarding or that would reasonably be expected to lead to, or result in, a Competing Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 5.3, enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its SubsidiariesSubsidiaries or afford access to the offices, Affiliatesproperties, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant books and records of the Company or any of its Subsidiaries (collectivelyto, "Representatives") directly any Person with respect to inquiries, proposals or indirectlyrequests for information regarding, or that would reasonably be expected to (i) initiatelead to, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutesof, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition a Competing Proposal, (iii) agree to(A) fail to make, or withdraw, modify, qualify or amend in a manner adverse to Parent, the Company Board Recommendation (or recommend a Competing Proposal), (B) take any action to exempt any Third Party from the provisions of Section 203 of the DGCL or any other applicable state takeover statute, (C) fail to publicly reaffirm the Company Board Recommendation within three (3) Business Days after Parent so requests in writing, (D) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Competing Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Competing Proposal or (E) approve, adopt or recommend any Competing Proposal, or propose publicly to approve, adopt or recommend, any Competing Proposal (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), or endorse any Acquisition Proposal, (iv) disclose enter into any non-public information agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument (other than an Acceptable Confidentiality Agreement) relating to an Competing Proposal or a potential Competing Transaction or requiring, or reasonably expected to cause, the Company to abandon, terminate, materially delay or fail to consummate, or that would otherwise materially impede or interfere with, the Merger or any Company Subsidiary or afford access to of the properties, books or records other Transactions (an “Alternative Acquisition Agreement”). It is agreed that any violation of the restrictions set forth in this Section 5.3(a) by any Affiliate of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any Representative of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries Affiliates shall constitute a breach of this Section 5.3(a) by the Company, including for purposes of Sections 7.1(d). It is agreed that any Willful Breach of the restrictions set forth in this Section 5.3(a) by any Affiliate of the Company or Representatives, relating to any Representative of the Company or any of such mattersits Affiliates shall constitute a Willful Breach of this Section 5.3(a) by the Company for purposes of Sections 7.2(a) and 7.2(g). For purposes of this Section 5.3(a), none of Xxxxx XxXxxxxxx, Xxxxxxxx XxXxxxxxx, XXXXXXXX Xxxxxxxxxx Company, RGM Capital, LLC or any of their respective Affiliates that beneficially owns any Company Shares (other than any Subsidiary of the Company) shall be deemed an Affiliate of the Company. 45

No Solicitation. (aa)Until the earlier of (i) From the Closing, or (ii) the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms provisions of this Merger AgreementSection 10.1 hereof, the Company shall not not, and shall not permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its subsidiaries or their Subsidiaries any of its or Representatives to its subsidiaries’ respective officers, directors, consultants, advisors, employees, agents or representatives (each, a “Company Representative”) to, directly or indirectly, take any such of the following actions with any Person other than Parent and its designees: (A) solicit, initiate or knowingly encourage any inquiry, proposal, request or offer, directly or indirectly, relating to an Alternative Transaction (each, a “Proposal”), (B) participate in any discussions or negotiations relating to, assist or cooperate with any Person to make, or furnish any Person with information in connection with, or take any other action andto knowingly facilitate, any Proposal or Alternative Transaction, (C) disclose any information to any Person concerning the business, technologies or properties of the Company, or afford to any Person access to the Company’s properties, technologies, books or records, other than in the ordinary course of business in connection with ongoing commercial transactions, or (D) propose, authorize or enter into any agreement or understanding (whether binding or nonbinding, written or oral) relating to, or engage in or consummate, any Alternative Transaction or requiring the Company shall promptly notify Acquiror of any such inquiries and proposals received by to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder. If the Company or any Company Representative receives or has received, prior to the Closing or the termination of its Subsidiaries this Agreement in accordance with Section 10.1 hereof, any Proposal, or Representativesany request for disclosure or access as referenced in clause (C) above, relating the Company shall, or shall cause such Company Representative to, (x) immediately suspend any discussions with regard to such Proposal and (y) promptly (and in any event within two (2) Business Days) notify Parent in writing thereof, and, subject to the terms of any confidentiality agreements in place as of the date hereof, furnish to Parent any information it may reasonably request, including information as to the identity of the Person making any such inquiry, offer or proposal and the specific terms of such mattersinquiry, offer or proposal, and all written documentation relating thereto.

No Solicitation. (a) From Immediately after the date execution of this Merger Agreement until by the Effective Time or the termination Parties, each of this Merger Agreement pursuant to the terms of this Merger AgreementParent, Seller, the Company shall not and the Subsidiary shall, and shall not permit any cause each of its Subsidiaries, Affiliatestheir respective officers, directors, officers, employees, investment bankers, attorneys, accountants and other agents (collectively, “Representatives”) to, cease and terminate any existing activities, discussions or representativesnegotiations with any parties conducted heretofore with respect to any action that would constitute an Acquisition Proposal and shall, includingto the extent it has not done so already, without limitationnotify each party that it, or any officer, director, investment bankeradvisor, financial advisor, attorney or accountant other Representative retained by it, no longer seeks or requests the making of any Acquisition Proposal, and withdraws any consent theretofore given to the making of an Acquisition Proposal. Parent and Seller shall not, and shall cause the Company or any of its Subsidiaries (collectivelyand the Subsidiary to not, "Representatives") directly or indirectly, to (i) initiate, solicit, initiate or conduct any discussions or negotiations with, or provide any information to or otherwise cooperate in any other way with, or facilitate or encourage any effort to attempt to, or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into any agreement or maintain or continue discussions or negotiate with understanding with, any Person in furtherance or group of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse Persons regarding any Acquisition Proposal. Seller shall promptly (and in any event within two (2) days) notify Buyer of (a) the receipt by Parent, (iv) disclose any non-public information relating to Seller, the Company Company, the Subsidiary or any Company Subsidiary of their respective Representatives of any inquiries, or afford access to the properties, books proposals or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a requests for information concerning an Acquisition Proposal, or (vb) authorize Parent or permit Seller becoming aware that any such inquiries or proposals have been received by the Company, the Subsidiary, or any of its or their Subsidiaries or respective Representatives to take any such action and, the Company and shall promptly notify Acquiror provide Buyer with a copy of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, all written materials relating to any such inquiries, proposals or requests; provided, however, that, if Seller is a party to a confidentiality agreement as of the date hereof with the party submitting an Acquisition Proposal and such confidentiality agreement actually restricts the delivery of such matterswritten materials, Seller shall provide Buyer with a written summary of the material terms of such Acquisition Proposal.

No Solicitation. (a) From Until the earlier of the Effective Time and the date of termination of this Merger Agreement until pursuant to Section 10.1 hereof, the Company shall not (nor shall the Company permit any of its Subsidiaries or any of their respective Employees, Stockholders, advisors, agents, representatives or Affiliates to), directly or indirectly, take any of the following actions with any Person other than Parent and its designees: (i) solicit, encourage, seek, entertain, support, assist, initiate or participate in any inquiry, negotiations or discussions, or enter into any agreement, with respect to any offer or proposal to acquire all or any material part of the business, assets or technologies of the Company or its Subsidiaries, or any amount of the Company Capital Stock or any Subsidiary Securities (whether or not already outstanding), whether by merger, purchase of assets, purchase of securities, tender offer, license or otherwise, or effect any such transaction (a “Proposal”), (ii) disclose any confidential information to any Person concerning the business, technologies or properties of the Company or its Subsidiaries (other than in the ordinary course of business in connection with sales of its products), or afford to any Person access to their respective properties, technologies, books or records, not customarily afforded such access, (iii) assist or cooperate with any Person to make any Proposal, or (iv) enter into any agreement with any Person with respect to a Proposal. The Company shall immediately cease and cause to be terminated any such negotiations, discussions or agreements (other than with Parent) that are the subject matter of clause (i), (ii), (iii) or (iv) above. In the event that the Company or any of the Company’s Affiliates shall receive, prior to the Effective Time or the termination of this Merger Agreement pursuant Agreement, any offer, proposal, or request, directly or indirectly, with respect to the terms of this Merger Agreementa Proposal, or any request for disclosure or access as referenced in clause (ii) above, the Company shall immediately (x) suspend any discussions with such offeror or Person with regard to such offer, proposal, or request and (y) notify Parent thereof, including information as to the material terms of the Proposal and the identity of the Person making such Proposal or request. The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 6.10 were not and performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Parent shall not permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents be entitled to an immediate injunction or representatives, includinginjunctions, without limitationthe necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of this Section 6.10 and to enforce specifically the terms and provisions hereof in any investment bankercourt of the United States or any state having jurisdiction, attorney this being in addition to any other remedy to which Parent may be entitled at law or accountant in equity. Without limiting the foregoing, it is understood that any violation of the restrictions set forth above by (x) any Employee, Stockholder, agent, advisor, representative or Affiliate of the Company or any shall be deemed to be a breach of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received this Agreement by the Company and (y) any employee, agent, advisor, representative or any Affiliate of its Subsidiaries or Representatives, relating Parent shall be deemed to any be a breach of such mattersthis Agreement by Parent.

No Solicitation. (a) From Until the date earlier of this Merger Agreement until the Effective Time Closing or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementSection 8.1 hereof, the Company shall not Seller shall, and shall not permit any of its Subsidiariescause the Company Parties, Affiliatesand the directors, directorsmanagers, officers, employees, agents or representativesindependent contractors, includingagents, without limitation, any investment banker, attorney or accountant advisors and other representatives of the Seller, the Company or any of its Subsidiaries Parties and their Affiliates (collectively, "the “Company Representatives"”) to, cease any existing discussion or negotiation with any Persons (other than the Purchaser and its Affiliates) conducted prior to the date hereof with respect to any proposed, potential or contemplated Competing Transaction, and the Seller shall not, and shall direct the Company Parties and the Company Representatives not to (and shall not authorize or knowingly permit them to), directly or indirectly, take any of the following actions with any party other than the Purchaser and its designees: (a) solicit, initiate, participate or knowingly encourage any negotiations or discussions with respect to any offer or proposal to acquire all or any portion of a Company Party’s business or assets, or any equity interest in a Company Party or membership interests of a Company Party or any rights to acquire, directly or indirectly, any membership interests of a Company Party or other equity interests in a Company Party, regardless of the form of transaction (a “Competing Transaction”), or effect any such Competing Transaction, (b) except as required by Law, disclose any information to any Person concerning the business or assets of a Company Party, or afford to any Person access to a Company Party’s assets, books or records, other than in the ordinary course of business or in connection with the negotiation, execution and performance of this Agreement, (c) assist or cooperate with any Person to make any proposal regarding a Competing Transaction, or (d) enter into any agreement with any Person providing for a Competing Transaction. In the event that the Seller, the Company Parties or any Company Representative shall receive, prior to the Closing or the termination of this Agreement in accordance with Section 8.1 hereof, any offer, proposal, or request, directly or indirectly, of the type referenced in clause (a), (c) or (d) above, or any request for disclosure or access as referenced in clause (b) above, the Seller, shall, or shall cause the Company Parties or such Company Representative to, immediately (x) terminate, suspend or otherwise discontinue any and all discussions or other negotiations with such Person with regard to such offers, proposals, or requests and (y) notify Purchaser thereof, including the terms and conditions of such proposal or inquiry, in reasonable detail. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in Section 7.13 by (i) initiatethe Seller, solicita Company Party or any stockholder, encourage member, or knowingly facilitate (including by way of furnishing information)any agent, the making of any proposal representative or offer that constitutes, an Acquisition Proposal (as defined below), affiliate thereof or (ii) enter into any officer, manager, agent, representative or maintain affiliate of a Seller or continue discussions or negotiate with any Person in furtherance a Company Party, shall be deemed to be a breach of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received this Agreement by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersSeller.

No Solicitation. (a) From The Company, its affiliates and their respective officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition or exchange of all or any material portion of the date assets of, or any equity interest in, the Company or any of this Merger Agreement until its subsidiaries or any business combination with the Effective Time Company or any of its subsidiaries. Notwithstanding the termination of this Merger Agreement pursuant to the terms of this Merger Agreementimmediately preceding sentence, the Company shall not be permitted to engage in discussions regarding the DataCard Warrants and Options issued under the Stock Plans with the individual holders of such DataCard Warrants or Options, which discussions shall be solely (i) in response to any exercise thereof in accordance with the terms of the DataCard Warrants or Options, as the case may be, and (ii) for the limited purpose of effecting the exercise thereof in accordance with the terms of the DataCard Warrants or Options, as the case may be. The Company agrees that, prior to the Effective Time, it shall not, and shall not authorize or permit any of its Subsidiaries, Affiliates, subsidiaries or any of its or its subsidiaries' directors, officers, employees, agents or representatives, includingdirectly or indirectly, without limitationto solicit, initiate, encourage or facilitate, or furnish or disclose non-public information in furtherance of, any investment bankerinquiries or the making of any proposal with respect to any merger, attorney liquidation, recapitalization, consolidation or accountant of other business combination involving the Company or any of its Subsidiaries (collectively, "Representatives") directly subsidiaries or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making acquisition of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company capital stock or any Company Subsidiary or afford access to material portion of the properties, books or records assets of the Company or its subsidiaries, or any Company Subsidiary combination of the foregoing (an "Acquisition Transaction"), or negotiate, ----------------------- explore or otherwise engage in discussions with any person (other than Merger Sub, Parent or their respective directors, officers, employees, agents and representatives) with respect to any person Acquisition Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other Transactions contemplated by this Agreement; provided that has made or may reasonably be expected prior to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any receipt of its or their Subsidiaries or Representatives to take any such action andthe Stockholder Approval, the Company may furnish information, pursuant to a customary confidentiality agreement, to, and negotiate or otherwise engage in discussions with, any party who delivers a bona fide written proposal for an Acquisition Transaction for which all necessary financing is then in the judgment of the Board readily obtainable, if the Board determines in good faith by a vote of a majority of the members of the full Board that failing to take such action would constitute a breach of the fiduciary duties of the Board (after consultation and receipt of advice from its outside legal counsel to such effect) and such a proposal is, in the written opinion of the Financial Advisor, more favorable to the Company's Stockholders from a financial point of view than the Transactions contemplated by this Agreement as the same has been proposed to be amended by Parent pursuant to Section 5.9(b) (such bona fide written proposal, a "Superior Proposal"). ----------------- Nothing herein shall promptly notify Acquiror of any such inquiries and proposals received by prevent or prohibit, or be construed to prevent or prohibit, the Company or any from complying with Rule 14e-2 of its Subsidiaries or Representatives, relating to any of such mattersthe Exchange Act.

No Solicitation. (a) From and after the date of this Merger Agreement hereof until the Effective Time earlier of the Second Closing Date or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, neither the Company shall not and shall not permit nor any of its Subsidiaries, Affiliatesnor any of their respective officers, directors, officers, employeesrepresentatives, agents or representatives, Affiliates (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) (collectively, "Representatives") will, and the Company will cause the employees and Representatives of the Company and its Subsidiaries not to, directly or indirectly, (i) solicit, initiate or encourage the submission of any proposal for a Sale Transaction, (ii) enter into any agreement with respect to any Sale Transaction or give any approval with respect to any Sale Transaction, (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 inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Sale Transaction or any proposal for a Sale Transaction or (iv) release any third party from its obligations under any existing standstill agreement or arrangement relating to a proposed Sale Transaction or otherwise under any confidentiality or other similar agreement relating to information material to the Company or any of its Subsidiaries; provided, however, that if at any time prior to the First Closing, the Board of Directors of the Company determines in good faith, based on the advice of 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 (and its Representatives) may, in response to a proposal for a Sale Transaction not solicited on or after the date hereof, subject to compliance with Section 4.12(c), (x) furnish information with respect to the Company pursuant to a customary confidentiality agreement to any Person making such proposal and (y) participate in negotiations regarding such proposal. The Company shall immediately cease and cause to be terminated any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by the Company or any Representatives with respect to any Sale Transaction existing on the date hereof. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any 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 (collectivelyor otherwise, "Representatives"shall be deemed to be a breach of this Section 4.12(a) directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersCompany.

No Solicitation. (a) From the date of this Merger Agreement hereof until the Effective Time or or, if earlier, the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company neither Signature nor Ensysce shall not (whether directly or indirectly through advisors, agents or other intermediaries), and Signature and Ensysce shall not permit any of its Subsidiaries, Affiliatescause their respective officers, directors, officersadvisors (including its financial advisors, employeesattorneys and accountants), representatives or other agents or representativesnot to, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (ia) initiate, solicit, initiate or encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), hereafter) or (iib) enter into or maintain or continue engage in discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommendnegotiations with, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary themselves or afford access to the their properties, books or records of to, any person or group (other than Ensysce or Signature, as appropriate, or their respective designees) concerning any Acquisition Proposal. Signature and Ensysce, as appropriate, shall promptly (and in any event within one business day after becoming aware thereof) (i) notify the Company other party in the event either such party or any Company Subsidiary to of their respective officers, directors, employees and agents receives any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, including the material terms and conditions thereof and the identity of the party submitting such proposal, and any request for confidential information in connection with a potential Acquisition Proposal, (ii) provide to the other party a copy of any written agreements, proposals or (v) authorize or permit any of its or their Subsidiaries or Representatives to take other materials received from any such action andperson or group (or its representatives), and (iii) notify the Company shall promptly notify Acquiror other party of any such inquiries and proposals received by the Company material changes or any of its Subsidiaries or Representatives, relating developments with respect to any of the matters described in clauses (i) or (ii). For purposes of this Agreement, “Acquisition Proposal” with respect to a person means any offer or proposal for a merger, consolidation, recapitalization, liquidation or other business combination involving such mattersperson or the acquisition or purchase of over 50% or more of any class of equity securities of such person, or any tender offer (including self-tenders) or exchange offer that if consummated would result in any person beneficially owning 50% or more of any class of equity securities of such person, or a substantial portion of the assets of, such person taken as a whole, other than the transactions contemplated by this Agreement.

No Solicitation. (a) From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant Other than with respect to the terms Transaction, each of this Merger Agreement, Eugene and the Company shall not and shall not permit agrees that neither it nor any of its Subsidiaries, Affiliatesofficers, directors, officersmanagers, employeesshareholders or affiliates shall, and that it shall direct and use its reasonable best efforts to cause its and its agents or representatives, including, without limitation, and other representatives (including any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectivelyretained by it) not to, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage or knowingly otherwise facilitate (including by way of furnishing information), any inquiries or the making of any proposal or offer that constituteswith respect to (i) a merger, an Acquisition Proposal (as defined below)reorganization, share exchange, consolidation or similar transaction involving it, (ii) enter into any sale, lease, exchange, mortgage, pledge, transfer or maintain purchase of all or continue substantially all of the assets or equity securities of it, taken as a whole, in a single transaction or series of related transactions or (iii) any tender offer or exchange offer for the outstanding Eugene Shares or Company capital stock (any such proposal or offer being hereinafter referred to as an "ACQUISITION PROPOSAL"). Each of Eugene and the Company further agrees that neither it nor of its officers, directors, managers, shareholders or affiliates shall, and that it shall direct and use its reasonable best efforts to cause its agents and representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions or negotiate with with, any Person in furtherance of such inquiries or person relating to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided that the Board of Directors of each of Xxxxxx and Company can take such action as is necessary for them to satisfy their applicable fiduciary duties with respect to the consideration of any unsolicited Acquisition Proposal received after the date hereof. Each of Eugene and the Company 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, (iv) disclose any non-public information relating to . Each of Eugene and the Company agrees that it will take the necessary steps to promptly inform the individuals or any Company Subsidiary or afford access entities referred to in the properties, books or records first sentence hereof of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested obligations undertaken in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersthis SECTION 6.8.

No Solicitation. (a) From Company agrees that, except as expressly permitted by this Section 6.10, from and after the date of this Merger Agreement hereof until the Effective Time or or, if earlier, the termination of this Merger Agreement pursuant to in accordance with Article VIII, neither it nor the terms of this Merger Agreement, the Company shall not and shall not permit Bank nor any of the officers and directors of it or the Bank shall, and that it shall use its Subsidiariesreasonable best efforts to instruct and cause its and the Bank’s employees, Affiliatesinvestment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, agents investment bankers, attorneys, accountants and other advisors or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "the “Representatives"”) not to, directly or indirectly, to : (i) take any action to solicit, initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information)nonpublic information or assistance) any inquiries with respect to, or the making of of, any proposal or offer that constitutes, an Acquisition Proposal (as defined below)Proposal, (ii) enter into or maintain or continue participate in any discussions or negotiate with negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person in furtherance of such inquiries (other than Purchaser and Purchaser Bank) any information or data with respect to obtain Company or Bank or otherwise relating to an Acquisition Proposal, (iii) agree approve, endorse or recommend any Acquisition Proposal (other than the Merger), or (iv) enter into any agreement in principle, arrangement, understanding, contract or agreement relating to an Acquisition Proposal. Upon execution of this Agreement, Company shall, and shall cause the Bank and each of their respective Representatives to, approveimmediately cease any discussions, recommend, negotiations or endorse communications with any party or parties with respect to any Acquisition Proposal; provided, (iv) disclose any non-public information relating to the however, that nothing in this Section 6.10 shall preclude Company or Bank or each of their Representatives from contacting any Company Subsidiary such party or afford access to parties solely for the properties, books or records purpose of complying with the provisions of the Company first clause of this sentence or to enforce the provisions of any Company Subsidiary to confidentiality agreement entered into with any person that has made or may reasonably be expected with respect to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a potential Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such matters.

No Solicitation. (a) From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the The Company shall not not, and shall not authorize or permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents or representativesadvisors and investment bankers (with respect to any Person, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, foregoing Persons are referred to herein as such Person's "Representatives") to, directly or indirectly, to (i) initiate, solicit, encourage initiate or knowingly take any action to facilitate (including by way or encourage the submission of furnishing information), any Takeover Proposal or the making of any proposal or offer that constitutescould reasonably be expected to lead to any Takeover Proposal, an Acquisition Proposal (as defined belowor, subject to Section 5.10(b), (iii) enter into conduct or maintain or continue engage in any discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposalnegotiations with, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or of its subsidiaries to, afford access to the business, properties, Assets, books or records of the Company or any Company Subsidiary of its Subsidiaries to, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Takeover Proposal, (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised class of equity securities of the Company that it is or may be (B) approve any transaction under, or any third party becoming an "interested in making a proposal regarding a Acquisition Proposalshareholder" under, Section 1109 of the MBCA, or (viii) 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, a "Company Acquisition Agreement"). Subject to Section 5.10(b), neither the Company Board nor any committee thereof shall fail to make, withdraw, amend, modify or materially qualify, in a manner adverse to CWS or NewCo, the Company Board Recommendation, or recommend a Takeover Proposal, fail to recommend against acceptance of any tender offer or exchange offer for the shares of Company Common Stock within ten (10) Business Days after the commencement of such offer, or make any public statement inconsistent with the Company Board Recommendation, or resolve or agree to take any of the foregoing actions (any of the foregoing, a "Company Adverse Recommendation Change"). The Company shall cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of its or their Subsidiaries or Representatives to take continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such action and, third party (or its agents or advisors) in possession of non-public information in respect of the Company shall promptly notify Acquiror that was furnished by or on behalf of any such inquiries and proposals received by the Company to return or any of its Subsidiaries or Representatives, relating to any of destroy (and confirm destruction of) all such mattersinformation.

No Solicitation. Until the earlier of (i) the Effective Time, or (ii) the date of termination of this Agreement pursuant to the provisions of SECTION 10.1 hereof, neither the Company nor the Principal Stockholders shall (nor shall the Company or the Principal Stockholders permit, as applicable, any of their respective officers, directors, employees, stockholders, agents, representatives or affiliates to), directly or indirectly, take any of the following actions with any party other than Parent and its designees: (a) From solicit, encourage, seek, entertain, support, assist, initiate or participate in any inquiry, negotiations or discussions, or enter into any agreement, with respect to any offer or proposal to acquire all or any material part of the date business, properties or technologies of this Merger Agreement until the Company, or any amount of the Company Capital Stock (whether or not outstanding), whether by merger, purchase of assets, tender offer, license or otherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to any person concerning the business, technologies or properties of the Company, or afford to any person or entity access to its properties, technologies, books or records, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase all or any part of the Company Capital Stock or assets of the Company, or (d) enter into any agreement with any person providing for the acquisition of the Company (other than inventory in the ordinary course of business), whether by merger, purchase of assets, license, tender offer or otherwise. The Company shall immediately cease and cause to be terminated any such negotiations, discussion or agreements (other than with Parent) that are the subject matter of clause (a), (b), (c) or (d) above. In the event that the Company, any Principal Stockholder, or any of the Company's affiliates shall receive, prior to the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall not and shall not permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents or representatives, including, without limitationin accordance with SECTION 10.1 hereof, any investment bankeroffer, attorney proposal, or accountant of the Company or any of its Subsidiaries (collectivelyrequest, "Representatives") directly or indirectly, to of the type referenced in clause (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined belowa), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommendc), or endorse (d) above, or any Acquisition Proposalrequest for disclosure or access as referenced in clause (b) above, (iv) disclose any non-public information relating to the Company or such Principal Stockholder, as applicable, shall immediately (x) suspend any Company Subsidiary discussions with such offeror or afford access party with regard to such offers, proposals, or requests and (y) notify Parent thereof, including information as to the propertiesidentity of the offeror or the party making any such offer or proposal and the specific terms of such offer or proposal, books as the case may be, and such other information related thereto as Parent may reasonably request. The parties hereto agree that irreparable damage would occur in the event that the provisions of this SECTION 5.2 were not performed in accordance with their specific terms or records were otherwise breached. It is accordingly agreed by the parties hereto that Parent shall be entitled to an immediate injunction or injunctions, without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of this SECTION 5.2 and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which Parent may be entitled at law or in equity. Without limiting the foregoing, it is understood that any violation of the restrictions set forth above by any officer, director, agent, representative or affiliate of the Company or any Company Subsidiary shall be deemed to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any breach of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received this Agreement by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersCompany.

No Solicitation. (a) From Until the earlier of the Closing and the date of this Merger Agreement until the Effective Time or the --------------- termination of this Merger Agreement pursuant to the terms provisions of this Merger AgreementSection 9.1 hereof, neither the Company shall not and shall not permit nor the Principals will directly or indirectly, take any of the following actions with any Person other than Parent and its Subsidiaries, Affiliatesdesignees (and the Company will use its commercially reasonable efforts to prevent any of the Company's officers, directors, officersshareholders, employeesattorneys, agents or investment advisors, agents, representatives, includingAffiliates or Associates from taking any such actions): (a) solicit, without limitationinitiate, entertain or encourage any proposals or offers from, or conduct discussions with or engage in negotiations with, any investment banker, attorney or accountant of Person relating to any possible Business Combination with the Company or any of its Subsidiaries (collectively, "Representatives") directly whether such Subsidiaries are in existence on the date hereof or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined beloware hereafter organized), (iib) enter into or maintain or continue discussions or negotiate provide information with respect to the Company to any Person in furtherance of such inquiries or to obtain an Acquisition ProposalPerson, (iii) agree other than Parent, relating to, approveor otherwise cooperate with, recommendfacilitate or encourage any effort or attempt by any such Person with regard to, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to possible Business Combination with the Company or any Subsidiary of the Company Subsidiary (whether such Subsidiaries are in existence on the date hereof or afford access to the propertiesare hereafter organized), books or records of (c) enter into a Contract with any Person, other than Parent, providing for a Business Combination with the Company or any Company Subsidiary to any person that has made (whether such Subsidiaries are in existence on the date hereof or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposalare hereafter organized), or (vd) make or authorize any statement, recommendation or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror solicitation in support of any such inquiries and proposals received by possible Business Combination with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or are hereafter organized) other than by Parent. The Company and the Principals shall immediately cease and cause to be terminated any such contacts or negotiations with any Person relating to any such transaction or Business Combination. In addition to the foregoing, if the Company or any Principal receives prior to the Closing or the termination of its Subsidiaries this Agreement any offer or Representatives, proposal (formal or informal) relating to any of the above, the Company or such mattersPrincipal 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 of the status and details of any such offer of proposal. Each of the Company, the Principals and Parent acknowledge that this Section 5.2 was a significant inducement for Parent to enter into this Agreement and the absence of such provision would have resulted in either (i) a material reduction in the consideration to be paid to the Company Shareholders or (ii) a failure to induce Parent to enter into this Agreement.

No Solicitation. (a) From the date of this Merger Agreement until hereof through the Effective Time Closing or the earlier termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company Seller and its Affiliates shall not not, and shall cause their respective Representatives (including without limitation investment bankers, attorneys and accountants), not permit to, directly or indirectly, enter into, solicit, initiate any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any other way with, any corporation, partnership, person or other entity or group, other than Buyer and its Representatives, concerning any sale of all or a significant portion of the Acquired Assets (each such transaction being referred to herein as a “Proposed Acquisition Transaction”). Seller and its SubsidiariesAffiliates shall not, Affiliatesdirectly or indirectly, directorsthrough any officer, officersdirector, employeesemployee, agents representative, agent or representativesotherwise, solicit, initiate or encourage the submission of any proposal or offer from any person (including, without limitation, any investment banker, attorney or accountant a “person” as defined in Section 13(d)(3) of the Company Securities Exchange Act of 1934, as amended) or entity relating to any Proposed Acquisition Transaction or participate in any negotiations regarding, or furnish to any other person any information with respect to Seller or any of its Subsidiaries Affiliates or subsidiaries for the purposes of, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to seek or effect a Proposed Acquisition Transaction. Notwithstanding the foregoing, prior to the Closing Seller may (collectivelyA) provide access to its properties and Books and Records in response to a request therefor by a corporation, "Representatives"partnership, person or other entity or group which has made an unsolicited bona fide written proposal regarding a Proposed Acquisition Transaction; (B) directly engage in any negotiations or indirectlydiscussions with any corporation, partnership, person or other entity or group which has made an unsolicited bona fide written proposal regarding a Proposed Acquisition Transaction; or (C) continue any ongoing discussions or negotiations with, provide any information to, or otherwise cooperate in any other way with, any corporation, partnership, person or other entity or group with which Seller has had prior discussions or negotiations with concerning any sale of all or a significant portion of the Acquired Assets; if and only to the extent that prior to taking any of the actions set forth in clauses (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing informationA), (B) or (C) with respect to a Proposed Acquisition Transaction, (x) Seller’s Board of Directors shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to take such action would violate the fiduciary duties of Seller’s Board of Directors under applicable law and that such Proposed Acquisition Transaction constitutes or is reasonably likely to result in a Superior Proposal from the party that made the proposal for a Proposed Acquisition Transaction, and (y) Seller shall have informed Bxxxx promptly following the taking by it of any such action. Seller shall notify Buyer promptly (orally and in writing) if any written proposal for a Proposed Acquisition Transaction, or any inquiry or contact with any person with respect thereto, is made and shall provide Buyer with a copy of such offer and shall keep Buyer informed of the status of any negotiations regarding such offer. Nothing contained in this Agreement shall prohibit Seller or Seller’s Board of Directors from taking and disclosing to Seller’s stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Securities Exchange Act of 1934, as amended, or from making any disclosure required by applicable law with regard to a Proposed Acquisition Transaction. Seller agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which Seller is a party. Seller shall immediately notify Buyer if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any information is requested with respect to any Proposed Acquisition Transaction and notify Buyer of the terms of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person which it may receive in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror respect of any such inquiries and proposals received by Proposed Acquisition Transaction. To the Company or extent any such Proposed Acquisition Transaction constitutes a Superior Proposal, Seller shall provide Buyer with an opportunity for a period of its Subsidiaries or Representatives, relating thirty days to any match the terms of such mattersSuperior Proposal.

No Solicitation. (a) From the date The Company agrees that it shall immediately cease and cause to be terminated all discussions, negotiations and communications, if any, with any Persons with respect to any Acquisition Proposal and shall use its reasonable best efforts to cause any such Person (and its agents and advisors) in possession of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, confidential information about the Company that was furnished by or on behalf of the Company to return or destroy all such information. The Company shall not, and it shall not and shall not authorize or permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries or its Subsidiaries’ officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents (collectively, "“Representatives"”) to, directly or indirectly, to indirectly (i) initiate, solicit, encourage solicit or knowingly facilitate encourage (including by way of furnishing informationnon-public information or assistance), or knowingly induce, or knowingly take any action to facilitate the making of of, any inquiry, offer or proposal which constitutes or offer that constitutes, an would reasonably be expected to lead to any Acquisition Proposal (as defined below)Proposal, (ii) enter into into, continue or maintain or continue otherwise participate in any discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposalnegotiations with, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose furnish any non-public information relating to the Company or its Subsidiaries to, or otherwise cooperate in any way with any Person (other than 44 Parent or any of its Affiliates or Representatives) that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to make, or withdraw or modify in any manner adverse to Parent, the Company Subsidiary Board Recommendation (it being understood that taking a neutral position or afford access no position with respect to an Acquisition Proposal shall be considered an adverse modification), recommend, adopt or approve, or publicly propose to recommend, adopt or approve, any Acquisition Proposal, or publicly take any action or make any public statement inconsistent with the propertiesCompany Board Recommendation (any of the foregoing in this clause (iii), books an “Adverse Recommendation Change”), (iv) grant (other than to Parent or records any of its Affiliates or Representatives) any waiver or release under any confidentiality, standstill or similar agreement, (v) make, or participate in, whether alone or in concert with others, any “solicitation” (as such term is used in the rules of the SEC) of proxies or consents to vote any securities of the Company in favor of any Acquisition Proposal, or (vi) enter into any merger agreement, letter of intent, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement relating to or any understanding or agreement contemplating or otherwise relating to, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal. The Company shall promptly (and in any event within 24 hours) notify Parent if any proposals are received by, any non-public information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Representative, in each case, in connection with an Acquisition Proposal or that has advised the Company that it is possibility or may be interested in consideration of making a proposal regarding a an Acquisition Proposal, which notice shall identify the name of the Person making such proposal or (v) authorize request or permit any seeking such negotiations or discussions and include copies of its or their Subsidiaries or Representatives all correspondence and written materials provided to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any Company Representative that describe the terms and conditions of its Subsidiaries any proposal or Representatives, relating to request and a reasonable description of any terms and conditions of any such mattersproposal or request that were communicated orally.

No Solicitation. Until the earlier of the Effective Time and the date of termination of this Agreement pursuant to the provisions of Section 7.1, or if Parent shall violate Section 3 of the Letter Agreement, neither the Company nor any of its Subsidiaries will 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 designees: (a) From solicit, encourage, initiate, entertain, review or encourage any proposals or offers from, or participate in or conduct discussions with or engage in negotiations with, any Person relating to any offer, indication of interest or proposal, oral, written or otherwise, formal or informal (a “Competing Proposed Transaction”), with respect to any possible Business Combination with the Company or any of its Subsidiaries (whether such Subsidiaries are in existence on the date hereof or are hereafter organized), (b) provide information not customarily disclosed consistent with the Company’s past practices with respect to the Company or any of this Merger Agreement until its Subsidiaries (whether such Subsidiaries are in existence on the date hereof or are hereafter organized) to any Person, other than Parent, relating to (or which the Company believes or should reasonably know would be used for the purpose of formulating an offer, indication of interest 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 or any Subsidiary of the Company (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (c) agree to or enter into a Contract with any Person, other than Parent, providing for or approving a Business Combination with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (d) make or authorize any statement, recommendation, solicitation or endorsement in support of any possible Business Combination with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized) other than by Parent, or (e) authorize or permit any of the Company’s Representatives to take any such action. In addition to the foregoing, if the Company receives prior to the Effective Time or the termination of this Merger Agreement pursuant to the terms any offer, indication of this Merger Agreementinterest or proposal (formal or informal, the Company shall not and shall not permit any of its Subsidiariesoral, Affiliateswritten or otherwise) relating to, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly inquiry or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with contact from any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree with respect to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action andCompeting Proposed Transaction, the Company shall promptly notify Acquiror Parent thereof, such notice to include the identity of the Person or Persons making such offer, indication of interest or proposal and the terms thereof, and will keep Parent apprised on a current basis of the status and details of any such inquiries offer, indication of interest or proposal and proposals received by of any modifications to the terms thereof; provided, however, that this provision shall not in any way be deemed to limit the obligations of the Company or any and its Representatives set forth in the first sentence of its Subsidiaries or Representatives, relating this Section 4.2. Each of the Company and Parent acknowledge that this Section 4.2 was a significant inducement for Parent to any enter into this Agreement and the absence of such mattersprovision would have resulted in either (i) a material reduction in the consideration to be paid to the stockholders of the Company in the Merger or (ii) a failure to induce Parent to enter into this Agreement.

No Solicitation. (a) From The Company agrees that, prior to the date earlier of this Merger Agreement until the Termination Date or the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementTime, the Company shall not and shall not permit will not, directly or indirectly, (whether through any of its Subsidiaries, Affiliates, directors, officers, employees, agents or representativesrepresentatives or otherwise) solicit, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicitfacilitate, encourage or knowingly facilitate (including by way of furnishing or disclosing information), entertain or consider any inquiries, or proposals regarding: (1) any merger, consolidation, stock exchange, tender offer or other business combination involving the making Company, (2) any disposition, sale or transfer of all or any substantial portion of the assets of the Company or of the assets of any division of the Company, or more than 25% of the total voting power of the capital stock of the Company or (3) any equity or debt financing other than the Merger (collectively, "Company Transactions"), or negotiate, explore or otherwise knowingly communicate in any way with any third party (other than HDG or its affiliates) with respect to any Company Transactions or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transactions expressly contemplated by this Agreement; provided, however, that the Company shall have the right to conduct the Company Placement and initiate all actions necessary thereto; provided, however, that nothing contained in this Section 6.3(a) shall prevent the Company or its Board of Directors from, prior to obtaining the Company Stockholders' Approval, furnishing information to, or entering into discussions or negotiations with, any third party in connection with an unsolicited bona fide written proposal for a Company Transaction by such third party, if and to the extent that (i) such third party has made a written proposal to the Company Board of Directors which identifies a price or offer that constitutes, an Acquisition Proposal (as defined below)range of values to be paid, (ii) enter into or maintain or continue discussions or negotiate the Company Board of Directors determines in good faith, after consultation with any Person its financial advisors that the proposed Company Transaction is reasonably capable of being consummated on substantially the terms proposed and would result in furtherance of such inquiries or a transaction that would provide greater value to obtain an Acquisition the Company's stockholders than the Merger (a "Company Superior Proposal"), and (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Board of Directors is advised by independent counsel that failure to enter into negotiations with respect to such Company Subsidiary or afford access Superior Proposal would be reasonably likely to the properties, books or records of be inconsistent with the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Board's fiduciary duties under applicable law. The Company shall promptly notify Acquiror of any such inquiries and proposals received HDG after receipt by the Company or the Company's knowledge of the receipt by any of its Subsidiaries advisors of a proposed Company Transaction or Representativesany request for information by a party that informs the Company or its advisors that is considering proposing a Company Transaction. Such notice shall be made orally and in writing and shall indicate the identity of the offeror and the terms and conditions of its proposal. In the event that at any time prior to obtaining the Company Stockholders' Approval the Company shall have received a Company Superior Proposal, relating the Company Board may, upon written notice to any of HDG advising HDG that the Company Board is prepared to accept or recommend such mattersCompany Superior Proposal and subject to the other limitations set forth in this paragraph, terminate this Agreement pursuant to Section 10.1(e).

No Solicitation. Prior to the Effective Time, the Company agrees (a) From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall not and shall not permit that neither it nor any of its Subsidiariessubsidiaries shall, Affiliatesnor shall it or any of its subsidiaries authorize or permit their respective officers, directors, officers, employees, agents or representatives, and representatives (including, without limitation, any investment banker, attorney financial advisor, attorney, accountant, consultant or accountant other expert retained by or acting on behalf of the Company it or any of its Subsidiaries subsidiaries) (collectively, "Representatives") to, directly or indirectly, to (i) initiate, solicit, encourage initiate or knowingly facilitate (including by way of furnishing information), solicit any inquiries or the making of any proposal or offer that constitutes(including, an Acquisition Proposal (as defined below)without limitation, (iiany proposal or offer to any of its stockholders) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommendconcerning, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a lead to, an Alternative Transaction (any such proposal regarding a Acquisition Proposal or that has advised the Company offer being hereinafter referred to as an "Alternative Transaction Proposal"), and (b) that it is or may be interested will notify the Parent as soon as practicable (and in making a proposal regarding a Acquisition Proposal, or (vany event within 48 hours) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of if any such inquiries and or proposals are received by by, any information or documents is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company or any of its Subsidiaries subsidiaries; provided, however, that nothing contained in this Section 5.2 shall prohibit the Board of Directors of the Company from, to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Transaction Proposal. The Company agrees that prior to furnishing any such information to, or Representativesentering into any discussions or negotiations with, relating any person or entity concerning an Alternative Transaction Proposal, the Company shall (i) receive from such person or entity an executed confidentiality agreement in customary form on terms not less favorable to the Company than the terms of the confidentiality agreement dated June 25, 1996 between the Parent and the Company, providing for confidentiality of information furnished by the Company to the Parent and its Representatives in connection with the transactions contemplated hereby (the "Parent Confidentiality Agreement"), and (ii) provide written notice to the Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity. Notwithstanding anything herein to the contrary, nothing in this Section 5.2 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VII hereof), or (y) permit the Company to enter into any binding agreement (other than a confidentiality agreement as aforesaid) with respect to an Alternative Transaction Proposal for as long as this Agreement remains in effect, or (z) affect any other obligation of the Company under this Agreement. For purposes of this Agreement, "Alternative Transaction" shall mean any of the following involving the Company or any of its subsidiaries: (i) any 50 59 merger, consolidation, share exchange, business combination or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 15% or more of the assets of the Company and its subsidiaries, determined on a consolidated basis in accordance with GAAP; (iii) any tender offer or exchange offer for 15% of the outstanding shares of capital stock of the Company or the filing of a registration statement under the Securities Act in connection therewith; (iv) the acquisition by any person or entity of beneficial ownership or the right to acquire beneficial ownership of, or the formation or existence of any "group" (as such mattersterm is defined under Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) which beneficially owns, or has the right to acquire beneficial ownership of, 15% or more of the then outstanding shares of capital stock of the Company (other than through the vesting of Company Options granted to directors, officers, employees and consultants of the Company in accordance with the Company Incentive Plan as currently in effect); or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement or commitment to engage in any of the foregoing.

No Solicitation. (a) From During the date of this Merger Agreement until the Effective Time Term, each Signatory Stockholder shall not, nor shall it permit or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall not and shall not permit authorize any of its Subsidiaries, Affiliatesofficers, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any proposal that would constitute a Third Party Acquisition, (ii) participate in any discussions or negotiations regarding, or furnish to (i) initiateany Person any information or data with respect to, solicit, encourage or take any other action to knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a lead to, any Third Party Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (viii) authorize enter into any agreement with respect to any Third Party Acquisition or permit approve or resolve to approve any Third Party Acquisition. Upon execution of this Agreement, each Signatory Stockholder shall, and it shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of its or their Subsidiaries or Representatives to take any such action and, the Company shall foregoing. Each Signatory Stockholder will promptly notify Acquiror Parent of the existence of any such inquiries and proposals proposal, discussion, negotiation or inquiry received by such Signatory Stockholder, and each Signatory Stockholder will immediately communicate to Parent the Company terms of any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Parent copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Notwithstanding any provision of this Section 1.5 to the contrary, if any Signatory Stockholder or any of its Subsidiaries or RepresentativesRepresentatives is a member of the Board of Directors, relating such member of the Board of Directors may take actions in such capacity to the extent permitted by Section 4.4 of the Asset Agreement. For purposes of this Agreement, "Third Party Acquisition" means the occurrence of any of the following events: (i) the acquisition of the Company by merger or otherwise by any Person (which includes a "person" as such mattersterm is defined in Section 13(d)(3) of the Exchange Act) other than Parent, Buyer or any affiliate thereof (a "Third Party"); (ii) the acquisition by a Third Party of assets comprising the Business, or any part thereof, outside the ordinary course of business; (iii) the acquisition by a Third Party of 50% or more of the outstanding capital stock of the Company and its subsidiaries; or (iv) the adoption by the Company of a plan of partial or complete liquidation or the declaration or payment of an extraordinary dividend.

No Solicitation. (a) From During the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementPre-Closing Period, the Company shall not not, and shall not permit any of its Subsidiaries, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representativesits Subsidiaries’ respective officers, directors, managers, partners, independent contractors, consultants, advisors, employees, stockholders, agents, representatives or Affiliates (each, a “Company Representative”) to, directly or indirectly, take any of the following actions with any Person other than Parent and its designees: (i) solicit, initiate, encourage or facilitate any inquiry, proposal, request or offer, directly or indirectly, relating to an Alternative Transaction (each, a “Proposal”), (ii) participate in any discussions or negotiations relating to, assist or cooperate with any Person to make, or furnish any Person with information in connection with, or take any other action to facilitate, any Proposal or Alternative Transaction, (iii) disclose any information to any Person concerning the business, technologies or properties of the Company or its Subsidiaries, or afford to any Person access to the Company’s or its Subsidiaries’ properties, technologies, books or records, other than in the ordinary course of business in connection with ongoing commercial transactions, or (iv) propose, authorize or enter into any agreement or understanding (whether binding or nonbinding, written or oral) relating to, or engage in or consummate, any Alternative Transaction or requiring the Company or its Subsidiaries to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder. If the Company, its Subsidiaries or any Company Representative receives or has received, during the Pre-Closing Period, any Proposal, or any request for disclosure or access as referenced in clause (C) above, the Company shall, or shall cause such Company Representative to immediately (x) suspend any discussions with regard to such Proposal and (y) notify Parent in writing thereof, and furnish to Parent any information it may reasonably request, including information as to the identity of the Person making any such inquiry, offer or proposal and the specific terms of such mattersinquiry, offer or proposal, and all written documentation relating thereto.

No Solicitation. (a) From the date hereof until the earlier of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to in accordance with the terms of this Merger Agreementhereof, the Company Intelecon agrees (a) that it shall not not, and Intelecon shall not permit any of direct and use its Subsidiaries, Affiliatesbest efforts to cause its officers, directors, officers, employees, agents or representatives, and representatives (including, without limitation, any investment banker, attorney or accountant of the Company retained by it) not to, initiate, solicit or any of its Subsidiaries (collectivelyencourage, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage any inquiries or knowingly facilitate (including by way of furnishing information), the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its 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, Intelecon (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential 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) that constitutesit 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 Intelecon will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 5.2; and (c) that it will notify New Visual immediately of the identity of the potential acquiror and the terms of such person's or entity's proposal if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 5.2 shall prohibit the Board of Directors of Intelecon from (i) furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited written proposal to acquire Intelecon pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) the Board of Directors of Intelecon determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Intelecon provides written notice to New Visual to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (C) subject to any confidentiality agreement with such person or entity (which Intelecon determined in good faith was required to be executed in order for the Board of Directors to comply with its fiduciary duties to shareholders), Intelecon keeps New Visual informed of the status of any such discussions or negotiations and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 5.2 shall (x) permit Intelecon to terminate this Agreement (except as specifically provided in Article VII during the term of this Agreement (it being agreed that during the term of this Agreement, Intelecon shall not enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal (as defined belowother than a confidentiality agreement in customary form), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal), or (vz) authorize or permit affect any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror other obligation of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersparty under this Agreement.

No Solicitation. (a) From Neither the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementCompany, the Company shall not and shall not permit Parent nor any of its Subsidiaries, Affiliates, directors, their respective Subsidiaries nor any of the officers, employeesdirectors or employees of the Company, agents Parent or representativestheir Subsidiaries shall, including, without limitation, any investment banker, attorney or accountant and each of the Company or any of and Parent shall use all reasonable best efforts to cause its Subsidiaries and its Subsidiaries' attorneys, accountants, investment bankers, financial advisors and other agents (collectively, "Representatives") not to, and on becoming aware of it will use its best efforts to stop any such person from continuing to, directly or indirectly, to (i) initiate, solicit, initiate or encourage any inquiries or knowingly proposals that constitute, or could reasonably be expected to lead to, an Acquisition Proposal involving such party or any of its Subsidiaries, (ii) engage in any negotiations or discussions concerning, or provide any non-public information of such party to any person relating to, or take any other action to facilitate (including by way of furnishing information), any inquiries or the making of any proposal or offer that constitutes, an or could reasonably be expected to lead to, any Acquisition Proposal (as defined belowother than informing persons of the existence of the provisions contained in this Section 6.01), or (iiiii) enter into any agreement, arrangement or maintain understanding (other than a confidentiality agreement entered into in accordance with this Section 6.01(a)) contemplating or continue discussions relating to any Acquisition Proposal or negotiate with requiring such party to abandon, terminate or fail to consummate the Merger or any Person other transaction contemplated by this Agreement; provided, however, that, prior to receipt of the Company Stockholder Approval (in furtherance the case of such inquiries the Company) or to obtain an Acquisition ProposalParent Stockholder Approval (in the case of Parent), (iii) agree to, approve, recommendnothing contained in this Agreement shall prevent the Company or Parent, or endorse any Acquisition Proposaltheir respective Boards of Directors, from (ivA) disclose any furnishing non-public information relating to, or entering into discussions or negotiations with, any person in connection with an unsolicited bona fide written Acquisition Proposal by such person, if and only to the extent that (1) such Acquisition Proposal was made after the date of this Agreement and shall not have been withdrawn, (2) such Acquisition Proposal was not solicited, initiated, encouraged or facilitated after the date of this Agreement in breach of, and did not otherwise result from a breach of, this Section 6.01(a), (3) the Board of Directors of such party determines in good faith by affirmative vote of a majority of all of its members, after consultation with its outside counsel and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal, (4) prior to furnishing such non-public information to, or entering into discussions or negotiations with, such person, such Board of Directors receives from such person an executed confidentiality agreement with terms no less favorable to such party than those contained in the Confidentiality Agreement dated July 13, 2004 between the Company and Parent (the "Confidentiality Agreement"), and (5) prior to furnishing such non-public information or any Company Subsidiary or afford providing access to the properties, books or records of such party, such party has complied with the Company provisions of Section 6.01(b); or (B) complying with Rule 14e-2 or Rule 14a-9 promulgated under the Exchange Act with regard to an Acquisition Proposal; provided that, with respect to this clause (B), any Company Subsidiary Change of Recommendation is made in compliance with Section 6.01(e). Each party agrees that, in the event that it receives a Superior Proposal, for the three Business Day period commencing on the date on which it delivers notice of such Superior Proposal to any person that has made or may reasonably be expected the other party in accordance with Section 6.01(b), it shall offer to negotiate with, and cause its respective financial and legal advisors to negotiate with, the other party to attempt to make a proposal regarding a Acquisition Proposal or that has advised such adjustments in the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any terms and conditions of its or their Subsidiaries or Representatives this Agreement as would enable such party to take any such action and, proceed with the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such matterstransactions contemplated herein.

No Solicitation. Subject to Section 5.4(b), following the execution and delivery of this Agreement and continuing until the earlier of the Effective Time and the Termination Date, the Company will, and will cause its Subsidiaries and its executive officers and directors, and will instruct its legal and financial advisors and use reasonable best efforts to cause each of its Representatives (aother than its non-controlled Affiliates that are not directors, officers or employees of the Company) From to (i) cease and cause to be terminated any discussions or negotiations with any Person and its Representatives that is prohibited by this Section 5.4(a) and (ii) terminate any data room access (or other access to diligence) granted to any such Person and its Representatives (other than Parent and its Representatives). Unless the Company has already so requested, promptly following the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall not will request that each Person (other than Parent and shall not permit any its Representatives) that has executed a confidentiality agreement in connection with its consideration of its Subsidiariesan Acquisition Transaction promptly return or destroy, Affiliatesin accordance with the terms of such confidentiality agreement, directors, officers, employees, agents all non-public information furnished to such Person by or representatives, including, without limitation, any investment banker, attorney or accountant on behalf of the Company or its Subsidiaries prior to the date of this Agreement. Subject to Section 5.4(b), following the execution and delivery of this Agreement and continuing until the earlier of the Effective Time and the Termination Date, the Company and its Subsidiaries, and their respective directors and executive officers, will not, and the Company will not authorize or direct any of its Subsidiaries (collectivelyor its Subsidiaries’ other employees, "Representatives") consultants or other Representatives to, directly or indirectly, to (i) solicit, initiate, solicitpropose or induce the making, encourage submission or announcement of, or knowingly encourage, facilitate (including by way of furnishing information)or assist, the making of any proposal or offer that constitutes, or is reasonably expected to lead to, an Acquisition Proposal (as defined below), Proposal; (ii) enter into or maintain or continue discussions or negotiate with furnish to any Person in furtherance or Group (other than Parent, Merger Sub or any of such inquiries or to obtain an Acquisition Proposal, (iiitheir respective Representatives) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives) access to the business, properties, books assets, books, records or records of the Company other non-public information, or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposalpersonnel, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries Subsidiaries, in any such case in connection with any Acquisition Proposal or Representativeswith the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) knowingly participate, facilitate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to the making of an Acquisition Proposal, other than informing such Persons of the provisions contained in this Section 5.4, or discussing any Acquisition Proposal made by any Person or Group making the Acquisition Proposal with such Person or Group, solely to the extent necessary to clarify the terms of the Acquisition Proposal; (iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than, in each case, an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. Following the date of this Agreement until the earlier of the Effective Time and the Termination Date, the Company will not be required to enforce, and will be permitted to waive, any “standstill” provision in any Contract to the extent that such mattersprovision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof) if the Company has determined in good faith, after consultation with its financial advisor and outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable law.

No Solicitation. Until the earlier of (i) the Effective Time, (ii) January 31, 2002, or (iii) the date of termination of this Agreement pursuant to the provisions of Section 8.1 hereof, PBC shall not and shall not permit, as applicable, any of PBC's officers, directors, employees, stockholders, agents, representatives or affiliates to, directly or indirectly, take any of the following actions with any party other than the Company and its designees: (a) From solicit, encourage, initiate or participate in any inquiry, negotiations or discussions, or enter into any agreement, with respect to any offer or proposal to acquire all or any part of PBC's business, properties or technologies, or any amount of PBC capital stock (whether or not outstanding), whether by merger, purchase of assets, tender offer, license or otherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to any person concerning PBC's business, technologies or properties, or afford to any person or entity access to its properties, technologies, books or records, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase all or any part of PBC capital stock or assets of PBC, or (d) enter into any agreement with any person providing for the date acquisition of this Merger Agreement until PBC, whether by merger, purchase of assets, license, tender offer or otherwise. In the event that PBC receives, prior to the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall not and shall not permit any of its Subsidiariesoffer, Affiliatesproposal, directorsor request, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, of the type referenced in clause (a) or (c) above, or any request for disclosure or access pursuant to clause (ib) initiateabove, solicitPBC shall immediately notify the Company thereof, encourage including information as to the identity of the offeror or knowingly facilitate (including by way of furnishing information), the party making of any such offer or proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance and the specific terms of such inquiries offer or to obtain an Acquisition Proposalproposal, (iii) agree toas the case may be, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public and such other information relating to related thereto as the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal request. The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 5.3 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Section 5.3 and to enforce specifically the terms and provisions hereof in any such inquiries and proposals received by court of the United States or any state having jurisdiction, this being in addition to any other remedy to which the Company may be entitled at law or any of its Subsidiaries or Representatives, relating to any of such mattersin equity.

No Solicitation. Subject to Section 5.4(b), following the execution and delivery of this Agreement, the Company will, and will cause its Subsidiaries and its executive officers and directors, and will instruct its legal and financial advisors and use reasonable best efforts to cause each of its Representatives (aother than its non-controlled Affiliates that are not directors, officers or employees of the Company) From to, cease and cause to be terminated any discussions or negotiations with, and terminate any data room access (or other access to diligence) of, any Person and its Representatives relating to, or that would reasonably be expected to lead to, an Acquisition Transaction. Unless the Company has already so requested, promptly following the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall not will request that each Person (other than Parent and shall not permit any its Representatives) that has executed a confidentiality agreement in connection with its consideration of its Subsidiariesan Acquisition Transaction promptly return or destroy, Affiliatesin accordance with the terms of such confidentiality agreement, directors, officers, employees, agents all non-public information furnished to such Person by or representatives, including, without limitation, any investment banker, attorney or accountant on behalf of the Company or its Subsidiaries prior to the date of this Agreement. Subject to Section 5.4(b), during the Pre-Closing Period, the Company and its Subsidiaries, and their respective directors and executive officers, will not, and the Company will not authorize or direct any of its Subsidiaries (collectivelyor its Subsidiaries’ other employees, "Representatives") consultants or other Representatives to, directly or indirectly, to (i) solicit, initiate, solicitpropose or induce the making, encourage submission or announcement of, or knowingly encourage, facilitate (including by way of furnishing information)or assist, the making of any proposal or offer that constitutes, or is reasonably expected to lead to, an Acquisition Proposal (as defined below), Proposal; (ii) enter into or maintain or continue discussions or negotiate with furnish to any Person in furtherance or Group (other than Parent, Merger Sub or any of such inquiries or to obtain an Acquisition Proposal, (iiitheir respective Representatives) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives) access to the business, properties, books assets, books, records or records of the Company other non-public information, or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposalpersonnel, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries Subsidiaries, in any such case in connection with any Acquisition Proposal or Representativeswith the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) knowingly participate, facilitate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to the making of an Acquisition Proposal, other than informing such Persons of the provisions contained in this Section 5.4, or discussing any Acquisition Proposal made by any Person or Group making the Acquisition Proposal with such Person or Group, solely to the extent necessary to clarify the terms of the Acquisition Proposal; (iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than, in each case, an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. Following the date of this Agreement, the Company will not be required to enforce, and will be permitted to waive, any “standstill” provision in any Contract to the extent that such mattersprovision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof) if the Company has determined in good faith, after consultation with its financial advisor and outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law.

No Solicitation. Until the earlier of the Effective Time and the date of termination of this Agreement pursuant to the provisions of Section 8.1 hereof, the Company will not (nor will the Company permit any of the Company's officers, directors, shareholders, attorneys, investment advisors, agents, representatives, Affiliates or Associates to) directly or indirectly, take any of the following actions with any Person other than Parent and its designees: (a) From solicit, initiate, entertain, review, or encourage any proposals or offers from, or conduct discussions with or engage in negotiations with, any Person relating to any possible Business Combination with the Company or any of its Subsidiaries (whether such Subsidiaries are in existence on the date hereof or are hereafter organized), (b) provide information with respect to the Company to any Person, other than Parent, relating to, or otherwise cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Business Combination with the Company or any Subsidiary of this Merger Agreement until the Company (whether such Subsidiaries are in existence on the date hereof or are hereafter organized), (c) enter into a Contract with any Person, other than Parent, providing for a Business Combination with the Company or any Subsidiary (whether such Subsidiaries are in existence on the date hereof or are hereafter organized), or (d) make or authorize any statement, recommendation or solicitation in support of any possible Business Combination with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or are hereafter organized) other than by Parent. The Company shall immediately cease and cause to be terminated any such contacts or negotiations with any Person relating to any such transaction or Business Combination. In addition to the foregoing, if the Company receives prior to the Effective Time or the termination of this Merger Agreement pursuant any offer or proposal (formal or informal) relating to any of the terms of this Merger Agreementabove, the Company shall not immediately notify Parent thereof and shall not permit 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 of the status and details of any such offer of its Subsidiaries, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant proposal. Each of the Company and Parent acknowledge that this Section 4.2 was a significant inducement for Parent to enter into this Agreement and the absence of such provision would have resulted in either (i) a material reduction in the merger consideration to be paid to the shareholders of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) a failure to induce Parent to enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersthis Agreement.

No Solicitation. (a) From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementThe Stockholders, the Company shall not and shall not permit any of its Subsidiaries, Affiliateseach Subsidiary and their respective officers, directors, officers, employees, representatives and agents shall immediately cease any discussions or representatives, including, without limitation, negotiations with any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, parties that may be ongoing with respect to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an a Third Party Acquisition Proposal (as defined below). Neither the Company, any Subsidiary nor any of the Stockholders shall, nor shall they permit any of their Affiliates to, nor shall they authorize or permit any of their officers, directors or employees or any investment banker, attorney or other advisor or representatives retained by them or any of their Affiliates to, (i) solicit, initiate or knowingly encourage the submission of, any Third Party Acquisition Proposal, or (ii) enter into or maintain or continue participate in any discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommendnegotiations regarding, or endorse furnish to any Acquisition Proposal, (iv) disclose person any non-public information relating with respect to, or take any other action knowingly to facilitate any inquiries or the Company or making of any Company Subsidiary or afford access to the propertiesproposal that constitutes, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a lead to, any Third Party Acquisition Proposal. For purposes of this Agreement, "Third Party Acquisition Proposal" means any inquiry, proposal or (v) authorize offer from any person relating to any direct or permit any indirect acquisition or purchase of its all or their Subsidiaries a portion or Representatives to take any such action and, more of the Company shall promptly notify Acquiror assets of any such inquiries and proposals received by the Company or any Subsidiary or all or a portion of its Subsidiaries any class of equity securities of the Company or Representativesany Subsidiary or any offer to acquire or purchase that if consummated would result in any person beneficially owning all or a portion of any class of equity securities of the Company or any Subsidiary, relating or any merger, consolidation, business combination, sale of assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any Subsidiary, other than the transactions contemplated by this Agreement, or any other transaction the consummation of which could reasonably be expected to any impede, interfere with, prevent or delay, or dilute materially the benefits to GRS of such mattersthe transactions contemplated hereby.

No Solicitation. (a) From the date of this Merger Agreement until Prior to the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementTime, the Stockholders and the Company shall not and shall not permit agree that none of them nor the Subsidiaries nor any of its Subsidiariesany of their affiliates, Affiliates, nor any of the respective directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant representatives of the Company or any of its Subsidiaries (collectivelyforegoing will, "Representatives") directly or indirectly, to (i) solicit, initiate, solicit, encourage facilitate or knowingly facilitate encourage (including by way of furnishing or disclosing non-public information), ) any inquiries or the making of any proposal with respect to any merger, consolidation or offer that constitutesother business combination involving the Company or the Subsidiaries or the acquisition of any securities of, an Acquisition Proposal (or of all or any significant assets of, the Company or the Subsidiaries taken as defined below)a whole, (iian "ACQUISITION TRANSACTION") or enter into or maintain or continue any discussions or negotiate negotiations with any Person person (other than Parent and its representatives) with respect to any Acquisition Transaction or enter into any agreement, arrangement or understanding with respect to any such Acquisition Transaction or which would require it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement. The Stockholders and the Company agree that as of the date of this Agreement, they, and their 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 or negotiations with any person (other than Parent and its representatives) conducted heretofore with respect to any Acquisition Transaction. The Company and the Stockholders agree to immediately advise Parent in furtherance writing of such any inquiries or to obtain an Acquisition Proposalproposals received by, (iii) agree to, approve, recommendany information requested from, or endorse any Acquisition Proposalnegotiations or discussions sought to be initiated or continued with, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised Stockholders, the Company that it is or may be interested in making a proposal regarding a Acquisition ProposalCompany, or (v) authorize or permit any of its the Subsidiaries or their Subsidiaries or Representatives to take any such action andrespective affiliates, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of the respective directors, officers, employees, agents or representatives of the foregoing, in each case from a person (other than Parent and its Subsidiaries or Representativesrepresentatives) with respect to an Acquisition Transaction, relating to any and the terms thereof, including the identity of such mattersthird party, and to update on an ongoing basis or upon Parent's request, the status thereof.

No Solicitation. (a) From the date of this Merger Agreement until to the Effective Time or earlier of the termination of this Merger Agreement pursuant to in accordance with its terms and the terms of this Merger AgreementEffective Time, the Company shall not, and shall cause the Company Subsidiaries not to, and shall not authorize or permit any of its Subsidiariesofficer, Affiliatesdirector, directorsemployee, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney attorney, accountant or accountant of the Company other advisor or any of its Subsidiaries representative (collectively, "with respect to any Person, such Person’s “Representatives"”) directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to, (i) solicit, initiate or knowingly encourage the submission of any Takeover Proposal, or take any other action to knowingly facilitate, enable or cooperate with the making of any person Takeover Proposal or any inquiry or proposal that has made or may would reasonably be expected to make lead to a proposal regarding a Takeover Proposal, (ii) enter into any Acquisition Agreement with respect to any Takeover Proposal, (iii) enter into, participate in or continue any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, any Takeover Proposal or any inquiry or proposal that has advised the Company that it is or may would reasonably be interested in making expected to lead to a proposal regarding a Acquisition Proposal, Takeover Proposal or (viv) propose, resolve or agree to do any of the foregoing. The Company shall (A) immediately cease, and not authorize or permit any of its or their Subsidiaries or Representatives to take continue, all discussions and negotiations with any person (other than with Parent and its Representatives) regarding any Takeover Proposal or any inquiry or proposal that would reasonably be expected to lead to a Takeover Proposal, (B) promptly (and in any event, within 1 Business Day) after the date hereof request the prompt return or destruction of all confidential information previously furnished to such action andperson(s) (other than Parent and its Representatives) within the last 12 months for the purpose of allowing such person(s) to evaluate a possible Takeover Proposal and (C) promptly (and in any event, within 24 hours) after the date hereof terminate access of any person(s) (other than Parent and its Representatives) to any physical or electronic data rooms for the purpose of evaluating a possible Takeover Proposal. From the date of this Agreement to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, the Company shall promptly notify Acquiror not, and shall cause the Company Subsidiaries not to, (x) waive, terminate, modify, fail to enforce, or release any person (other than Parent, Merger Sub or their respective affiliates) under any “standstill” or similar agreement or obligation or propose, resolve or agree to do the foregoing, unless, prior to receipt of the Company Stockholder Approval, the Company Board (which may take into account the recommendation of a committee thereof) determines in its good faith judgment, after consultation with and receipt of advice from outside legal counsel and a financial advisor of nationally recognized reputation, that the failure to take such action would be inconsistent with its fiduciary duties under Delaware Law, in which event the Company Board may grant a waiver under such “standstill” or similar agreement or obligation solely to the extent to permit such Person to make a non-public proposal to the Company Board or (y) exempt any person (other than Parent, Merger Sub and their respective affiliates) from the restrictions on “business combinations” contained in Section 203 of the DGCL (or similar provisions of any other Takeover Law) or propose, resolve, or agree to do the foregoing. Notwithstanding the foregoing, at any time prior to receipt of the Company Stockholder Approval, if the Company or the Company Board receives a bona fide written Takeover Proposal after the date hereof that was not solicited in breach or deemed breach of this Section 5.02(a) and did not otherwise result from a breach in any material respect or deemed breach in any material respect of this Section 5.02(a) and that (1) the Company Board (which may take into account the recommendation of a committee thereof) determines in its good faith judgment (after consultation with and after receipt of advice from outside legal counsel and a financial advisor of nationally recognized reputation) constitutes or would reasonably be expected to lead to a Superior Proposal, and (2) the Company Board (which may take into account the recommendation of a committee thereof) determines in its good faith judgment, after consultation with and after receipt of advice from outside legal counsel and a financial advisor of nationally recognized reputation, that the failure to take the actions specified in the following clauses (I) and/or (II) of this sentence with respect to such inquiries Takeover Proposal would be inconsistent with its fiduciary duties to the stockholders of the Company under Delaware Law, then, subject to providing prior written notice of its decision to take such action to Parent and proposals received compliance with Section 5.02(c), the Company may (I) furnish information with respect to the Company to the person making such Takeover Proposal and its Representatives pursuant to an Acceptable Confidentiality Agreement (provided that any information provided to such person shall have previously been provided to Parent or its Representatives or shall be provided to Parent or its Representatives prior to or at the same time as it is provided to such person) and (II) participate in discussions or negotiations with such person and its Representatives regarding such Takeover Proposal. Without limiting the foregoing, the Company agrees: (x) that any action taken by any Specified Person, any director of the Company, any employee of the Company or any Company Subsidiary with a title of senior vice president or more senior or any financial or legal advisor of the Company, whether or not such person is purporting to act on behalf of the Company or any Company Subsidiary, that, if taken by the Company or a Company Subsidiary, would constitute a breach of any provision set forth in this Section 5.02(a) shall be deemed to be a breach of this Section 5.02(a) by the Company; and (y) if the Company becomes aware of an action by any Representative of the Company or any Company Subsidiary not described in prior clause (x), whether or not such person is purporting to act on behalf of the Company or any Company Subsidiary, that, if taken by the Company or a Company Subsidiary, would constitute a breach of any provision set forth in this Section 5.02(a) and the Company does not promptly use its Subsidiaries reasonable best efforts to prohibit or Representativesterminate such action, relating then such action shall be deemed to any be a breach of such mattersthis Section 5.02(a)

No Solicitation. (a) From Without limiting the date of Company’s other obligations under this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, the Company shall not and shall not permit agrees that, from the date hereof until the Closing, neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries, Affiliates, directors, officers, ’ employees, agents or representatives, including, without limitation, and representatives (including any investment banker, attorney or accountant of the Company retained by it or any of *CONFIDENTIAL TREATMENT REQUESTED its Subsidiaries (collectivelySubsidiaries) not to, "Representatives") directly or indirectly, to (ia) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), ) any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries, or any purchase or sale of 15% or more of the consolidated assets (including without limitation stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of the Company that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning or having the right to acquire securities representing 15% or more of the Voting Securities (or of the surviving parent entity in such transaction) (any such proposal, offer or transaction, including any single or multi-step transaction or series of related transactions (other than a proposal or offer made by the Purchaser or any of its Affiliates) being hereinafter referred to as an “Acquisition Proposal”), (b) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or take action to facilitate any effort or attempt to make or implement an Acquisition Proposal, (c) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to an Acquisition Proposal (an “Acquisition Agreement”) or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal; provided, however, that constitutesthe provisions of this Section 5.2 (except for the last five (5) sentences of this Section 5.2) shall not apply to discussions with respect to a Permitted Equity Offering with the Persons listed on Schedule 5.2 of the Company Disclosure Letter; provided, further, however, the foregoing shall not prohibit the Company, (i) from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a bona fide tender offer or exchange offer or (ii) from participating in negotiations or discussions with or furnishing information to any Person in connection with an unsolicited bona fide Acquisition Proposal which is submitted in writing by such Person to the Board of Directors after the date hereof; provided, further, however, that prior to participating in any such discussions or negotiations or furnishing any information, (A) the Company receives from such Person an executed confidentiality agreement on terms no less favorable to the Company than the Confidentiality Agreement, a copy of which shall be provided only for informational purposes to the Purchaser and (B) the Board of Directors shall have concluded in good faith, after consulting with its outside financial advisors and counsel, that such Acquisition Proposal is reasonably likely to be or to result in a Superior Acquisition Proposal (as defined below). If, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance prior to the Closing, the Board of such inquiries or to obtain Directors receives an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror (and in no event later than 24 hours after receipt of such Acquisition Proposal) inform the Purchaser in writing of the terms and conditions of such proposal and the identity of the Person making it, and will keep the Purchaser informed, on a current basis, of the status and terms of any such inquiries proposals or offers by any Person (whether written or oral). The Company will, and proposals received by the Company will cause its Affiliates to, immediately cease and cause to be terminated any activities, discussions or any of its Subsidiaries or Representatives, relating to any of such matters*CONFIDENTIAL TREATMENT REQUESTED

No Solicitation. (a) From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementThe Company represents and warrants to, and covenants and agrees with, Parent and Purchaser that neither the Company shall not and shall not permit nor any of its SubsidiariesSubsidiaries has any agreement, Affiliatesarrangement or understanding with any potential acquiror that, directly or indirectly, would be violated, or require any payments, by reason of the execution, delivery and/or consummation of this Agreement. The Company shall, and shall cause its Subsidiaries and use its best efforts to cause its and their officers, directors, employees, investment bankers, attorneys and other agents and representatives to, immediately cease any existing discussions or negotiations with any person (including a "person" as defined in Section 13(d)(3) of the Exchange Act) other than Parent or Purchaser (a "Third Party") heretofore conducted with respect to any Acquisition Transaction (as hereinafter defined). The Company shall not, and shall cause its Subsidiaries and use its best efforts to cause its and their officers, directors, employees, investment bankers, attorneys and other agents and representatives not to, directly or representativesindirectly, including(x) solicit, without limitationinitiate, continue, facilitate or encourage (including by way of furnishing or disclosing non-public information) any inquiries, proposals or offers from any Third Party with respect to, or that could reasonably be expected to lead to, any investment bankeracquisition or purchase of a material portion of the assets (other than in the ordinary course of business) or business of, attorney or accountant any significant equity interest in (including by way of a tender offer), or any amalgamation, merger, consolidation or business combination with, or any recapitalization or restructuring, or any similar transaction involving, the Company or any of its Subsidiaries (collectivelythe foregoing being referred to collectively as an "Acquisition Transaction"), "Representatives"or (y) directly negotiate, explore or indirectlyotherwise communicate in any way with any Third Party with respect to any Acquisition Transaction or enter into, approve or recommend any agreement, arrangement or understanding requiring the Company to abandon, terminate or fail to consummate the Offer and/or the Merger or any other transaction contemplated hereby. Notwithstanding anything to the contrary in the foregoing, the Company may, prior to the purchase of Shares pursuant to the Offer, in response to an unsolicited written proposal with respect to an Acquisition Transaction involving the acquisition of all of the Shares (or all or substantially all of the assets of the Company and its Subsidiaries) from a Third Party (i) initiatefurnish or disclose non-public information to such Third Party and (ii) negotiate, solicitexplore or otherwise communicate with such Third Party, encourage or knowingly facilitate in each case only if (including a) after being advised by way (x) its outside counsel with respect to its fiduciary obligations and (y) Lazard Freres with respect to the financial terms of furnishing informationany such proposed Acquisition Transaction, the Board of Directors of the Company determines reasonably and in good faith by a majority vote that taking such action is necessary in the exercise of its fiduciary obligations under applicable law (the proposal with respect to an Acquisition Transaction meeting the requirements of this clause (a), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined belowa "Superior Proposal"), (iib) enter into prior to furnishing or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose disclosing any non-public information relating to, or entering into discussions or negotiations with, such Third Party, the Company receives from such Third Party an executed confidentiality agreement with terms no less favorable in the aggregate to Company than those contained in the Confidentiality Agreement (except that no "standstill provisions" shall be required from any person that at the date hereof has commenced a tender offer for Securities of the Company), but which confidentiality agreement shall not provide for any exclusive right to negotiate with the Company or any Company Subsidiary or afford access to the properties, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received payments by the Company or and (c) the Company advises Parent of all such non-public information delivered to such Third Party concurrently with such delivery; provided, however, that Company shall not, and shall cause its affiliates not to, enter into a definitive agreement with respect to a Superior Proposal unless (x) the Company concurrently terminates this Agreement in accordance with the terms hereof and pays any Termination Fee required under Section 8.03(b) and agrees to pay any other amounts required under such Section 8.03(b), and (y) such agreement permits the Company to terminate it if it receives a Superior Proposal, such termination and related provisions to be on terms no less favorable to the Company, including as to fees and reimbursement of its Subsidiaries or Representativesexpenses, relating to any of such mattersas those contained herein.

No Solicitation. Neither the Company nor any of its --------------- Subsidiaries shall, nor shall it or any of its Subsidiaries authorize or permit any of their respective Agents to, (ai) From the date solicit, initiate, encourage (including by way of this Merger Agreement until the Effective Time furnishing information) or take any other action to facilitate, any inquiry or the termination making of this Merger Agreement pursuant any proposal which constitutes, or may reasonably be expected to the terms lead to, any acquisition or purchase of this Merger Agreementa substantial amount of assets of, or any equity interest in, the Company shall not and shall not permit or any of its SubsidiariesSubsidiaries or any tender offer (including a self tender offer) or exchange offer, Affiliatesmerger, directorsconsolidation, officersbusiness combination, employeessale of substantially all assets, agents sale of securities, recapitalization, liquidation, dissolution or representatives, including, without limitation, any investment banker, attorney or accountant of similar transaction involving the Company or any of its Subsidiaries (other than the transactions contemplated by this Agreement) or any other material corporate transaction (other than transactions permitted pursuant to Section 4.2(b) of this Agreement) the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Merger (collectively, "RepresentativesTransaction Proposals") directly or indirectlyagree to or endorse any Transaction Proposal or (ii) propose, enter into or participate in any discussions or negotiations regarding any of the foregoing, or furnish to any other Person any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing; provided, however, that the foregoing clauses (i) initiateand (ii) shall not prohibit the Company from (A) furnishing information pursuant to an appropriate confidentiality letter concerning the Company and its businesses, solicit, encourage properties or knowingly facilitate (including by way assets to a third party who the Board of furnishing information), Directors of the making of any proposal or offer that constitutes, an Acquisition Company has a reasonable basis for determining is likely to make a Qualified Transaction Proposal (as defined below), (iiB) enter into or maintain or continue engaging in discussions or negotiate negotiations with any Person in furtherance such a third party who has made a Qualified Transaction Proposal or (C) following receipt of such inquiries or to obtain an Acquisition a Qualified Transaction Proposal, taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or changing the Recommendation, but in each case referred to in the foregoing clauses (iiiA) agree to, approve, recommend, or endorse any Acquisition Proposal, through (ivC) disclose any non-public information relating only after the Board of Directors of the Company concludes in good faith following receipt of a written opinion addressed to the Company or any Company Subsidiary or afford access from outside counsel to the properties, books or records Company that such action is reasonably necessary for the Board of Directors of the Company or any Company Subsidiary to any person that has made or may reasonably be expected comply with its fiduciary obligations to make a proposal regarding a Acquisition Proposal or that has advised stockholders under applicable law. If the Board of Directors of the Company that it is or may be interested in making receives a proposal regarding a Acquisition Transaction Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such matters,

No Solicitation. (a) From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger Agreement, Neither the Company shall not and shall not permit nor any of its SubsidiariesSubsidiaries shall, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of nor shall the Company or any of its Subsidiaries (collectivelyauthorize, "Representatives") and the Company and its Subsidiaries shall use reasonable efforts to prevent, any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors to, directly or indirectly, to (i) initiate, solicit, initiate or take any action which has as one of its purposes or Known consequences to facilitate or encourage or knowingly facilitate (including by way of furnishing information), the making submission of any proposal or offer that constitutes, an Acquisition Proposal (as defined below)Proposal, (ii) enter into or maintain or continue participate in any discussions or negotiate with negotiations with, furnish any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any Company Subsidiary to of its Subsidiaries to, otherwise cooperate in any person way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that has made is Known or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised believed by the Company that it is to be seeking to make, or may be interested in making a proposal regarding a has made, an Acquisition Proposal, or (viii) authorize grant any waiver or permit release under any standstill or similar agreement with respect to any class of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror equity securities of any such inquiries and proposals received by the Company or any of its Subsidiaries Subsidiaries. The Company shall notify Parent promptly if any such proposal or Representativesoffer, relating or any inquiry or other contract with any Person with respect thereto is made and shall in any such notice to any Parent indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such mattersproposal, offer, inquiry or other contract.

No Solicitation. (a) From the date of this Merger Agreement until the Effective Time or the termination of this Merger Agreement pursuant to the terms of this Merger AgreementTARGET shall not, the Company shall not and shall not permit any of its SubsidiariesSubsidiaries to, Affiliates, directors, officers, employees, agents or representatives, including, without limitation, any investment banker, attorney or accountant of the Company or any of its Subsidiaries (collectively, "Representatives") directly or indirectly, to through any officer, director, employee, representative, agent or affiliate, (i) solicit, initiate, solicit, or encourage or knowingly facilitate (including by way of furnishing information)) any inquiries or proposals that constitute, the making of any or could reasonably be expected to lead to, a proposal or offer that constitutesfor a merger, an Acquisition Proposal consolidation, business combination, sale of substantial assets, sale of shares of capital stock (including without limitation by way of a tender offer) or similar transactions involving TARGET, other than the transactions contemplated or permitted by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as defined belowa "Competing Offer"), (ii) enter into engage in negotiations or maintain discussions concerning, or continue discussions or negotiate with provide any non-public information to any Person in furtherance of relating to, any Competing Offer; provided, that TARGET may contact parties with whom it had been having discussions to terminate such inquiries discussions, or to obtain an Acquisition Proposal, (iii) agree to, approveapprove or recommend any Competing Offer. Neither the Board of Directors of TARGET, nor any committee thereof, shall (a) withdraw or modify, or propose to withdraw or modify, in any manner adverse to BUYER, the approval or recommendation of the Board of Directors of TARGET of the Merger or this Agreement, or (b) approve or recommend, or endorse propose to approve or recommend, any Acquisition ProposalCompeting Offer or any other acquisition of outstanding shares of TARGET, other than pursuant to the Merger or this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent TARGET or its Board of Directors from (ivA) disclose any furnishing non-public information relating to, or entering into discussions or negotiations with, any Person in connection with an unsolicited bona fide written Competing Offer by such Person (including a new and unsolicited Competing Offer received by TARGET after the execution of this Agreement from a Person whose initial contact with TARGET may have been solicited by such party prior to the Company execution of this Agreement) or any Company Subsidiary or afford access recommending such an unsolicited bona fide written Competing Offer to its stockholders, if and only to the propertiesextent that (1) (x) the TARGET Board of Directors determines in good faith that such Competing Offer would, books if consummated, result in a transaction more favorable to TARGET's stockholders than the transaction contemplated by this Agreement and that the Person making such Preferred Proposal has the financial means, or records the ability to obtain the necessary financing, to conclude such transaction, and (y) the Board of Directors of TARGET determines in good faith that the failure to take such action would be inconsistent with the fiduciary duties of the Company or Board of Directors to its stockholders under applicable law (any Company Subsidiary such more favorable Competing Offer being referred to any person that has made or may reasonably be expected in this Agreement as a "Preferred Proposal"); and (2) prior to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposalfurnishing such non-public information to, or (v) authorize entering into discussions or permit any of its or their Subsidiaries or Representatives to take any negotiations with, such action andPerson, the Company Board of Directors receives from such Person an executed confidentiality agreement with confidentiality provisions not materially less favorable to such Person than those contained in the Confidentiality Agreement dated as of June 30, 1998 between BUYER and TARGET (the "Confidentiality Agreement") or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Competing Offer. TARGET shall promptly notify Acquiror of any such inquiries and proposals take no action with respect to the Competing Offer until 48 hours after notice is received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersBUYER as required under Section 6.1(b) below.

No Solicitation. Until the earlier of the Effective Time or the date of termination of this Agreement pursuant to the provisions of Section 8.1 hereof, the Company will not (nor will the Company permit any of its officers, directors, agents, representatives or affiliates to) directly or indirectly, take any of the following actions with any party other than Parent and its designees: (a) From solicit, encourage, initiate or participate in any negotiations or discussions with respect to, any offer or proposal to acquire all, substantially all or a significant portion of the date Company's business, properties or technologies or any portion of this Merger Agreement until the Company's capital stock (whether or not outstanding) whether by merger, purchase of assets, tender offer or otherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to any person concerning the Company's business, technologies or properties or afford to any person or entity access to its properties, technologies, books or records, (c) assist or cooperate with any person to make any proposal to purchase all or any part of the Company's capital stock or assets, or (d) enter into any agreement with any person providing for the acquisition of all or any significant portion of the Company (whether by way of merger, purchase of assets, tender offer or otherwise). In addition to the foregoing, if the Company receives, prior to the Effective Time or the termination of this Merger Agreement, any offer, proposal, or request relating to any of the above, the Company shall immediately notify Parent thereof, including information as to the identity of the offeror or the party making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as Parent may reasonably request. Until the earlier of the Effective Time or the date of termination of this Agreement pursuant to the terms provisions of this Merger AgreementSection 8.1 hereof, the Company shall will not and shall not (nor will the Company to permit any of its Subsidiaries, Affiliatesofficers, directors, officersagent, employeesrepresentatives or affiliates to) take any action to prepare a registration statement, agents prepare a "roadshow" presentation to potential investors or representativesotherwise pursue an initial public offering of Company Capital Stock. The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 4.2 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties that Parent shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Section 4.2 and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, includingthis being in addition to any other remedy to which Parent may be entitled at law or in equity. 4.3 Conduct of Business of the Company. Except as expressly set forth in Section 4.3 of the Disclosure Schedule, without limitationthe prior written consent of Parent, any investment bankerthe CEO or the CFO shall not directly or on behalf of the Company, attorney nor shall the CEO, the CFO or accountant the Board of Directors of the Company authorize any person to, on behalf of the Company: (a) (i) Sell, transfer or enter into any material license agreement with respect to the Company Intellectual Property with any person or entity or (ii) except for material license agreements that are in the ordinary course of business, buy or enter into any material license agreement with respect to the Intellectual Property of any person or entity; (b) Except for Contracts that are both (i) terminable upon notice of one (1) year or less by the Company without any penalty or payment and (ii) in the ordinary course of business consistent with past practice, enter into any material Contract or amend any material provisions of a Contract pursuant to which any other 34 40 party is granted marketing, distribution or similar rights with respect to any products or technology of the Company; (c) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its Subsidiaries (collectivelycapital stock, "Representatives") or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock of the Company, or repurchase, redeem or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company (or options, warrants or other rights exercisable therefor), other than repurchases from employees or consultants in connection with termination pursuant to existing contractual arrangements and at a per share price not in excess of the effective per share price of Company Common Stock in the Merger (as calculated as of the date of such repurchase); (d) Except for the issuance of shares of Company capital stock upon exercise or conversion of presently outstanding Company options or warrants or the issuance of options at a price no less than ninety percent (90%) of the product of (x) the Option Exchange Ratio calculated as of the date of grant multiplied by (y) the closing sale price of Parent Common Stock as reported on the NYSE on the date of grant and subject to the Company's standard four-year vesting schedule to new employees in the ordinary course of business, issue, grant, deliver or sell or authorize or propose the issuance, grant, delivery or sale of, or purchase or propose the purchase of, any shares of its capital stock or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue or purchase any such shares or other convertible securities; (e) Cause or permit any amendments to its Articles of Incorporation or Bylaws; (f) Acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the Company's business; (g) Grant any loan to any director or officer; (h) Grant any severance or termination pay to any director or officer; (i) initiate, solicit, encourage Pay or knowingly facilitate (including by way of furnishing information), agree to pay any special bonus or special remuneration to or for the making benefit of any proposal director or offer officer; (j) Except for Contracts that constitutesare terminable upon notice of one (1) year or less by the Company without any penalty or payment, an Acquisition Proposal (as defined below), (ii) enter into any agreement or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information arrangement relating to the Company design, development or manufacture of integrated circuits or any Company Subsidiary or afford access to foundry manufacturing subcontractor agreement; (k) Accelerate the properties, books or records vesting schedule of any of the outstanding Company Options or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, Capital Stock; or (vl) authorize or permit Take any action that would be reasonably likely to interfere with Parent's ability to account for the Merger as a pooling of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company or any of its Subsidiaries or Representatives, relating to any of such mattersinterests. 35 41 ARTICLE V ADDITIONAL AGREEMENTS 5.1

No Solicitation. (a) From and after the date of this Merger Agreement until the Effective Time or earlier of the Closing and the termination of this Merger Agreement pursuant to the terms of this Merger Agreementin accordance with its terms, the Company shall not not, and shall cause its Subsidiaries not permit to, and shall use reasonable best efforts to cause their respective Representatives not to, directly or indirectly: (i) enter into, knowingly solicit, initiate or continue any of its Subsidiariesdiscussions or negotiations with, Affiliatesor knowingly encourage or respond to any inquiries or proposals by, directorsor participate in any negotiations with, officers, employees, agents or representatives, including, without limitationprovide any information to, any investment bankerPerson or other entity or group (other than Parent, attorney or accountant its Subsidiaries and their Representatives), concerning any sale of any material assets of the Company or its Subsidiaries or any of the outstanding equity interests in the Company or its Subsidiaries Subsidiaries, or any conversion, consolidation, liquidation, dissolution or similar transaction involving the Company or its Subsidiaries, other than with Parent and its Representatives (collectively, "Representatives") directly or indirectly, to (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below“Alternative Transaction”), (ii) enter into any agreement regarding, continue or maintain otherwise participate in any discussions regarding, or furnish to any Person any information with respect to, any Alternative Transaction or (iii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction; provided that the execution, delivery and performance of this Agreement and the other Ancillary Agreements and the consummation of the transactions contemplated by this Agreement shall not be deemed a violation of this Section 4.3. The Company shall, and shall cause its Affiliates and instruct its Representatives to, immediately cease any and all existing discussions or negotiate negotiations with any Person conducted heretofore with respect to any Alternative Transaction. If the Company, its Subsidiaries or any of their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then the Company shall promptly (and in furtherance no event later than twenty-four (24) hours after the Company becomes aware of such inquiries inquiry or to obtain an Acquisition Proposalproposal) (A) advise Parent orally and in writing of such inquiry or proposal (including the identity of the Person making such inquiry or submitting such proposal, and the terms thereof), (iiiB) agree toprovide Parent a copy of such inquiry or proposal, approveif in writing, recommend, or endorse any Acquisition Proposal, and (ivC) disclose any non-public information relating notify such Person in writing that the Company is subject to an exclusivity agreement with respect to the Company or any Company Subsidiary or afford access to the properties, books or records sale of the Company or any Company Subsidiary to any person its Subsidiaries that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised prohibits the Company from considering such inquiry or proposal. Without limiting the foregoing, parties agree that it is or may be interested any violation of the restrictions set forth in making a proposal regarding a Acquisition Proposal, or (vthis Section 4.3(a) authorize or permit by any of the Company, its or their Subsidiaries or Representatives to take any such action andSubsidiaries, the Company shall promptly notify Acquiror of any such inquiries and proposals received by the Company Affiliates or any of its Subsidiaries or Representatives, relating their respective Representatives shall be deemed to any be a breach of such mattersthis Section 4.3(a) by the Company.

No Solicitation. (a) From 4.22 Until the earlier of the Closing Date and the date of this Merger Agreement until the Effective Time or the valid termination of this Merger Agreement pursuant to the terms provisions of this Merger Agreementclause 9.1 and subject to any scheduled exception to either clause 5.1(p) or clause 5.2(k), as the Company case may be, each party agrees that it shall not and shall not (nor will it permit any of its Subsidiaries, Affiliatesofficers, directors, officersagents, employeesrepresentatives or affiliates (and, agents in the case of the Company, the shareholders set forth on Schedule 6) to), directly or representatives, indirectly (including, without limitation, any investment banker, attorney or accountant in the case of the Company, by acting through or encouraging actions by Company shareholders who are not bound by this clause), take any of the following actions with any Third Party other than the other party and its designees: (i) solicit, seek, knowingly encourage or initiate any inquiry, negotiations or discussions, or enter into any agreement, with respect to any Acquisition Proposal (ii) disclose any information not customarily disclosed to any Person concerning its (or any of its Subsidiaries Subsidiary’s) business, technologies or properties, or afford to any Person access to their respective properties, technologies, books or records, not customarily afforded such access, (collectivelyiii) assist or cooperate with any Third Party to make any Acquisition Proposal. Each party shall immediately cease and cause to be terminated any such negotiations, "Representatives"discussions or agreements (other than with the other party) directly or indirectly, to that are the subject matter of clause (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal (as defined below), (ii) enter into or maintain (iii) of this clause 4.22 at the date of this Agreement. Each party agrees that in the event that it or continue discussions any of its affiliates shall receive, prior to the Closing Date or negotiate the valid termination of this Agreement in accordance with clause 9.1, any Person in furtherance of such inquiries offer, proposal, or to obtain request concerning an Acquisition Proposal, (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, (iv) disclose any non-public information relating to the Company or any Company Subsidiary request for disclosure or afford access to the propertiesas referenced in clause (ii) above, books or records of the Company or any Company Subsidiary to any person that has made or may reasonably be expected to make a proposal regarding a Acquisition Proposal or that has advised the Company that it is or may be interested in making a proposal regarding a Acquisition Proposal, or (v) authorize or permit any of its or their Subsidiaries or Representatives to take any such action and, the Company shall promptly notify Acquiror the other party thereof, including information as to the identity of the offeror or the party making any such inquiries offer or proposal and proposals received the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the other party may reasonably request. The parties hereto agree that irreparable damage would occur in the event that the provisions of this clause 4.22 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the Company parties hereto that a party shall be entitled to an immediate injunction or injunctions, without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of this clause 4.22 and to enforce specifically the terms and provisions hereof in any court of the United States or any of its Subsidiaries or Representativesstate having jurisdiction, relating this being in addition to any of other remedy to which such mattersparty may be entitled at law or in equity.