Common use of No Solicitations Clause in Contracts

No Solicitations. At all times from and after the date hereof until the Effective Time, each Principal Party covenants and agrees as to itself and its Subsidiaries (a) that neither it nor any of its Subsidiaries or other affiliates shall, and it shall use its best efforts to cause its Representatives (as defined in Section 9.11) not to, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including such Principal Party or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of such Principal Party and its Subsidiaries taken as a whole, (ii) 25% or more of the outstanding shares of such Principal Party's common stock or (iii) 25% of the outstanding shares of the capital stock of any Subsidiary of such Principal Party (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any 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) that it will immediately cease and cause to be terminated 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 parties of its obligations under this Section; and (c) that it will notify the other Principal Party immediately if any such inquiries, proposals or offers, written or oral, 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 5.02 shall prohibit the Board of Directors of either Principal Party or its Representatives from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to such Principal Party than the Confidentiality Agreement, a copy of which shall be provided promptly to the other Principal Party) 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, prior to receipt of the Inprise Shareholders' Approval (if such Principal Party is Inprise) or the Corel Shareholders' Approval (if such Principal Party is Corel), (A) the Board of Directors of such Principal Party, (i) based upon the advice of outside counsel, determines in good faith and in its reasonable judgment that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by applicable law, and (ii) based on the advice of such Principal Party's financial advisor, determines in good faith and in its reasonable judgment that such Alternative Proposal is likely to result in a Superior Proposal (as defined herein), (B) three business days prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, such Principal Party provides written notice to the other Principal Party to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (C) such Principal Party keeps the other Principal Party informed of the status and all material information with respect to any such discussions or negotiations; (ii) to the extent required, complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal , or (iii) without limiting the right of the other Principal Party pursuant to Article VIII, making any other disclosure to such Principal Party's stockholders if such Principal Party's Board of Directors determines in good faith, based upon advice of its outside legal counsel, that the failure to make any such disclosure would violate the Board's fiduciary duties under applicable law. Nothing in this Section 5.02 shall (x) permit any party to terminate this Agreement (except as specifically provided in Article VIII), (y) permit any party to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, no party shall enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of any party under this Agreement.

No Solicitations. At all times from and after the date hereof until Prior to the Effective Time, each Principal Party covenants and agrees as to itself and its Subsidiaries EUA agrees: (a) that neither it nor any of its Subsidiaries or other affiliates shall, and it shall use its best efforts to cause its Representatives (as defined in Section 9.1110.10) not to, knowingly initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersShareholders) with respect to a merger, consolidation or other business combination including such Principal Party EUA or any of its significant Subsidiaries (as defined in Rule 1-02(W) of Regulation S-X promulgated under the Exchange Act) other than EUA Cogenex Corporation (an "EUA Significant Subsidiary"), or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of such Principal Party EUA and its Subsidiaries taken as a whole, (ii) 25% ten percent or more of the outstanding shares of such Principal Party's common stock EUA Shares or (iii) 2550% or more of the outstanding shares of the capital stock of any EUA Significant Subsidiary of such Principal Party (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any other discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement)Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Alternative ProposalProposal other than from XXXX and its affiliates; (b) that it will immediately cease and cause to be terminated 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 parties of its obligations under this SectionAlternative Proposal; and (c) that it will notify the other Principal Party XXXX immediately if any such inquiries, proposals or offers, written or oral, 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 that, prior to receipt of the EUA Shareholders' Approval, nothing contained in this Section 5.02 7.08 shall prohibit the Board of Directors Trustees of either Principal Party or its Representatives EUA from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to such Principal Party EUA than the Confidentiality Agreement, a copy of which shall be provided promptly to the other Principal PartyAgreement (as defined in Section 7.01)) 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, prior to receipt of the Inprise Shareholders' Approval (if such Principal Party is Inprise) or the Corel Shareholders' Approval (if such Principal Party is Corel), (A) the Board of Directors Trustees of such Principal PartyEUA, (i) based upon the advice of outside counselcounsel with respect to fiduciary duties, determines in good faith and in its reasonable judgment that such action is required necessary for the Board of Directors Trustees to comply act in a manner consistent with its fiduciary duties to shareholders imposed by Shareholders under applicable law, and (iiB) based on the advice Board of such Principal Party's financial advisor, determines Trustees of EUA has reasonably concluded in good faith (after consultation with its financial advisors) that the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and in its reasonable judgment that such Alternative Proposal is likely to result in a Superior Proposal (as defined herein)be more favorable to EUA's shareholders than the Merger, (BC) three business days prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, such Principal Party EUA provides written notice to the other Principal Party XXXX to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group and the material terms of the Alternative Proposal in reasonable detail, and (CD) such Principal Party EUA keeps the other Principal Party XXXX promptly informed of the status and all material information with respect to any such discussions or negotiations; and (ii) to the extent required, complying with Rules 14d-9 and 14e-2(a) Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal , or (iii) without limiting the right of the other Principal Party pursuant to Article VIII, making any other disclosure to such Principal Party's stockholders if such Principal Party's Board of Directors determines in good faith, based upon advice of its outside legal counsel, that the failure to make any such disclosure would violate the Board's fiduciary duties under applicable lawProposal. Nothing in this Section 5.02 7.08 shall (x) permit any party EUA to terminate this Agreement (except as specifically provided in Article VIIIIX), (y) permit any party EUA to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, no party EUA shall not enter into any agreement with any person or group that provides for, or in any way knowingly facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of any party EUA under this Agreement.

No Solicitations. At all times from Each party hereto shall not, and after the date hereof until the Effective Time, each Principal Party covenants and agrees as to itself and such party shall cause its Subsidiaries (a) that neither it nor not to, permit any of its Subsidiaries or other affiliates shallRepresentatives to, and it shall use its best efforts to cause its Representatives (as defined in Section 9.11) such persons not to, directly or indirectly initiate, solicit or knowingly encourage, directly or indirectlytake any action to facilitate the making of, any inquiries offer or proposal which constitutes or is reasonably likely to lead to, any Business Combination Proposal (as defined below), or, in the making event of an unsolicited Business Combination Proposal, except to the extent required by their fiduciary duties under applicable law if so advised in a written opinion of outside counsel, engage in negotiations or implementation provide any information or data to any person relating to any Business Combination Proposal. Each party hereto shall notify the other party orally and in writing of any proposal such inquiries, offers or offer proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), within 24 hours of the receipt thereof, shall keep the other party informed of the status and details of any such inquiry, offer or proposal, and shall give the other party five days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. Each party hereto shall immediately cease and cause to its shareholders) be terminated all existing discussions and negotiations, if any, with any parties conducted heretofore with respect to any Business Combination Proposal. As used in this SECTION 7.12, "BUSINESS COMBINATION PROPOSAL" shall mean any tender or exchange offer, proposal for a merger, consolidation or other business combination including such Principal Party involving any party to this Agreement or any of its Subsidiaries material subsidiaries, or any acquisition proposal or similar transaction offer (includingin each case, without limitationwhether or not in writing and whether or not delivered to the stockholders of a party generally) to acquire in any manner, directly or indirectly, a tender substantial equity interest in or exchange offer) involving the purchase of (i) all or any significant a substantial portion of the assets of such Principal Party any party to this Agreement or any of its material subsidiaries, other than pursuant to the transactions contemplated by this Agreement and its Subsidiaries taken as a whole, (ii) 25% other than the "LIPA" transaction disclosed in the LILCO SEC Reports. From the date hereof until the termination or more consummation of the outstanding shares of such Principal Party's common stock or (iii) 25% of the outstanding shares of the capital stock of any Subsidiary of such Principal Party (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any 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), neither party shall engage in any negotiations or otherwise facilitate any effort material discussions with the Long Island Power Authority ("LIPA") or attempt its representatives or agents without prior notification to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any the presence of the foregoingother party hereto, and it will take the necessary steps not provide any information or data to inform such parties of its obligations under this Section; and (c) that it will notify the other Principal Party immediately if any such inquiries, proposals or offers, written or oral, 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 5.02 shall prohibit the Board of Directors of either Principal Party or its Representatives from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to such Principal Party than the Confidentiality Agreement, LIPA without providing a copy of which shall be provided promptly thereof to the other Principal Party) or entering into discussions or negotiations with any person or group that makes an unsolicited bona fide Alternative Proposal, if, party hereto. Nothing contained herein shall prohibit a party from taking and only disclosing to the extent that, prior to receipt of the Inprise Shareholders' Approval (if such Principal Party is Inprise) or the Corel Shareholders' Approval (if such Principal Party is Corel), (A) the Board of Directors of such Principal Party, (i) based upon the advice of outside counsel, determines in good faith and in its reasonable judgment that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed stockholders a position contemplated by applicable law, and (ii) based on the advice of such Principal Party's financial advisor, determines in good faith and in its reasonable judgment that such Alternative Proposal is likely to result in a Superior Proposal (as defined herein), (B) three business days prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, such Principal Party provides written notice to the other Principal Party to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (C) such Principal Party keeps the other Principal Party informed of the status and all material information with respect to any such discussions or negotiations; (ii) to the extent required, complying with Rules 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal , or (iii) without limiting the right of the other Principal Party pursuant to Article VIII, making any other disclosure to such Principal Party's stockholders if such Principal Party's Board of Directors determines in good faith, based upon advice of its outside legal counsel, that the failure to make any such disclosure would violate the Board's fiduciary duties under applicable law. Nothing in this Section 5.02 shall (x) permit any party to terminate this Agreement (except as specifically provided in Article VIII), (y) permit any party to enter into any agreement with respect to an Alternative a Business Combination Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, no party shall enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than by means of a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of any party under this Agreementtender offer.

No Solicitations. At all times from and after (a) Except as disclosed in SECTION 5.07 of the date hereof until Company Disclosure Letter, prior to the Effective Time, each Principal Party covenants and the Company agrees as to itself and its Subsidiaries (ai) that neither it nor any of its Subsidiaries or other affiliates shall, and it shall use its best efforts to cause its their respective Representatives (as defined in Section 9.11SECTION 9.12) not to, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, consolidation or other business combination including such Principal Party the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (iA) all or any significant portion of the assets of such Principal Party the Company and its Subsidiaries taken as a whole, (iiB) 255% or more of the outstanding shares of such Principal Party's common stock Company Common Stock or (iiiC) 255% of the outstanding shares of the capital stock of any Subsidiary of such Principal Party the Company (any such proposal or offer being hereinafter referred to as an "Alternative ProposalALTERNATIVE PROPOSAL"), or engage in any 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; (bii) that it will immediately cease and cause to be terminated 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 parties of its obligations under this Section; and (ciii) that it will notify the other Principal Party immediately ScottishPower or HoldCo promptly if any such inquiries, proposals or offers, written or oral, 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 5.02 SECTION 5.07(a) shall prohibit the Board of Directors of either Principal Party or its Representatives the Company from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to such Principal Party the Company than the Confidentiality Agreement, a copy of which shall be provided promptly to the other Principal PartyAgreement (as defined in SECTION 6.01)) or entering into discussions or negotiations with any person or group that makes an unsolicited bona fide BONA FIDE Alternative Proposal, if, and only to the extent that, prior to receipt of the Inprise ShareholdersCompany Stockholders' Approval (if such Principal Party is Inprise) or the Corel Shareholders' Approval (if such Principal Party is Corel)Approval, (A) the Board of Directors of such Principal Partythe Company, (i) based upon the advice of outside counsel, determines in good faith and in its reasonable judgment that a failure to perform such action is required for could reasonably be expected to result in a breach of its fiduciary duties to stockholders imposed by law, (B) the Board of Directors to comply with its fiduciary duties to shareholders imposed by applicable law, and (ii) based on the advice of such Principal Party's financial advisor, determines has reasonably concluded in good faith and (after consultation with its financial advisors) that the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal, (C) the Board of Directors has reasonably concluded in its reasonable judgment good faith that such Alternative Proposal is likely more favorable to result in a Superior Proposal (as defined herein)the Company's stockholders than the Merger, (BD) three business days prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, such Principal Party the Company provides written notice to the other Principal Party ScottishPower or HoldCo to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (CE) such Principal Party the Company keeps the other Principal Party ScottishPower or HoldCo appropriately informed of the status and all material information with respect to of any such discussions or negotiations; and (ii) to the extent required, complying with Rules 14d-9 and 14e-2(a) Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal , or (iii) without limiting the right of the other Principal Party pursuant to Article VIII, making any other disclosure to such Principal Party's stockholders if such Principal Party's Board of Directors determines in good faith, based upon advice of its outside legal counsel, that the failure to make any such disclosure would violate the Board's fiduciary duties under applicable lawProposal. Nothing in this Section 5.02 SECTION 5.07 shall (x) permit any party the Company to terminate this Agreement (except as specifically provided in Article ARTICLE VIII), (y) permit any party the Company to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, no party the Company shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of any party the Company under this Agreement.

No Solicitations. At all times from and after the date hereof until Prior to the Effective Time, each Principal Party covenants and the Company agrees as to itself and its Subsidiaries (a) that neither it nor any of its Subsidiaries or other affiliates shall, and it shall use its best efforts to cause its their respective Representatives (as defined in Section 9.11) not to, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, consolidation or other business combination including such Principal Party the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of such Principal Party the Company and its Subsidiaries taken as a whole, (ii) 2520% or more of the outstanding shares of such Principal Party's common stock Company Common Stock or (iii) 2520% or more of the outstanding shares of the capital stock of any Subsidiary of such Principal Party the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any 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) that it will immediately cease and cause to be terminated 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 parties of its obligations under this Section; and (c) that it will notify the other Principal Party Parent immediately if any such inquiries, proposals or offers, written or oral, 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 such person or group; and (c) that it will, prior to accepting any Alternative Proposal, (i) receive a determination from an independent financial advisor that such Alternative Proposal is more favorable (from a financial point of view) to the Company's stockholders than the Merger, (ii) determine in the exercise of its fiduciary obligations under applicable law as advised by independent counsel that such Alternative Proposal is more favorable to the Company's stockholders than the Merger, and (iii) deliver to Parent a definitive agreement of such personsAlternative Proposal or a description of the material terms thereof and, except as would violate a fiduciary or contractual obligation, a copy of any information provided by such person or group, including the identity of such person or group, and give Parent at least three (3) days to offer a counterproposal prior to executing such definitive agreement; provided, however, that nothing contained in this Section 5.02 shall prohibit the Board of Directors of either Principal Party or its Representatives from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to such Principal Party than the Confidentiality Agreement, a copy of which shall be provided promptly to the other Principal Party) 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, prior to receipt of the Inprise Shareholders' Approval (if such Principal Party is Inprise) or the Corel Shareholders' Approval (if such Principal Party is Corel), (A) the Board of Directors of such Principal Party, (i) based upon the advice of outside counsel, determines in good faith and in its reasonable judgment that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by applicable law, and (ii) based on the advice of such Principal Party's financial advisor, determines in good faith and in its reasonable judgment that such Alternative Proposal is likely to result in a Superior Proposal (as defined herein), (B) three business days prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, such Principal Party provides written notice to the other Principal Party to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (C) such Principal Party keeps the other Principal Party informed of the status and all material information with respect to any such discussions or negotiations; (ii) to the extent required, complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal , or (iii) without limiting the right of the other Principal Party pursuant to Article VIII, making any other disclosure to such Principal Party's stockholders if such Principal Party's Board of Directors determines in good faith, based upon advice of its outside legal counsel, that the failure to make any such disclosure would violate the Board's fiduciary duties under applicable law. Nothing in this Section 5.02 shall (x) permit any party to terminate this Agreement (except as specifically provided in Article VIII), (y) permit any party to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, no party shall enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of any party under this Agreement.

No Solicitations. At all times from and after (a) Except as disclosed in Section 5.07 of the date hereof until Company Disclosure Letter, prior to the Effective Time, each Principal Party covenants and the Company agrees as to itself and its Subsidiaries (ai) that neither it nor any of its Subsidiaries or other affiliates shall, and it shall use its best efforts to cause its their respective Representatives (as defined in Section 9.119.12) not to, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, consolidation or other business combination including such Principal Party the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (iA) all or any significant portion of the assets of such Principal Party the Company and its Subsidiaries taken as a whole, (iiB) 255% or more of the outstanding shares of such Principal Party's common stock Company Common Stock or (iiiC) 255% of the outstanding shares of the capital stock of any Subsidiary of such Principal Party the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any 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; (bii) that it will immediately cease and cause to be terminated 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 parties of its obligations under this Section; and (ciii) that it will notify the other Principal Party immediately ScottishPower or HoldCo promptly if any such inquiries, proposals or offers, written or oral, 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 5.02 5.07(a) shall prohibit the Board of Directors of either Principal Party or its Representatives the Company from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to such Principal Party the Company than the Confidentiality Agreement, a copy of which shall be provided promptly to the other Principal PartyAgreement (as defined in Section 6.01)) 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, prior to receipt of the Inprise ShareholdersCompany Stockholders' Approval (if such Principal Party is Inprise) or the Corel Shareholders' Approval (if such Principal Party is Corel)Approval, (A) the Board of Directors of such Principal Partythe Company, (i) based upon the advice of outside counsel, determines in good faith and in its reasonable judgment that a failure to perform such action is required for could reasonably be expected to result in a breach of its fiduciary duties to stockholders imposed by law, (B) the Board of Directors to comply with its fiduciary duties to shareholders imposed by applicable law, and (ii) based on the advice of such Principal Party's financial advisor, determines has reasonably concluded in good faith and (after consultation with its financial advisors) that the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal, (C) the Board of Directors has reasonably concluded in its reasonable judgment good faith that such Alternative Proposal is likely more favorable to result in a Superior Proposal (as defined herein)the Company's stockholders than the Merger, (BD) three business days prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, such Principal Party the Company provides written notice to the other Principal Party ScottishPower or HoldCo to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (CE) such Principal Party the Company keeps the other Principal Party ScottishPower or HoldCo appropriately informed of the status and all material information with respect to of any such discussions or negotiations; and (ii) to the extent required, complying with Rules 14d-9 and 14e-2(a) Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal , or (iii) without limiting the right of the other Principal Party pursuant to Article VIII, making any other disclosure to such Principal Party's stockholders if such Principal Party's Board of Directors determines in good faith, based upon advice of its outside legal counsel, that the failure to make any such disclosure would violate the Board's fiduciary duties under applicable lawProposal. Nothing in this Section 5.02 5.07 shall (x) permit any party the Company to terminate this Agreement (except as specifically provided in Article VIII), (y) permit any party the Company to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, no party the Company shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of any party the Company under this Agreement.

No Solicitations. At all times from and after the date hereof until Prior to the Effective Time, each Principal Party covenants and the Company agrees as to itself and its Subsidiaries (a) that neither it nor any of its Subsidiaries or other affiliates shall, and it shall use its best efforts to cause its their respective Representatives (as defined in Section 9.11) not to, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, consolidation or other business combination including such Principal Party the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of such Principal Party the Company and its Subsidiaries taken as a whole, (ii) 2520% or more of the outstanding shares of such Principal Party's common stock Company Common Stock or (iii) 2520% or more of the outstanding shares of the capital stock of any Subsidiary of such Principal Party the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any 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) that it will immediately cease and cause to be terminated 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 parties of its obligations under this Section; and (c) that it will notify the other Principal Party Parent immediately if any such inquiries, proposals or offers, written or oral, 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 such person or group; and (c) that it will, prior to accepting any Alternative Proposal, (i) receive a determination from an independent financial advisor that such Alternative Proposal is more favorable (from a financial point of view) to the Company's stockholders than the Merger, (ii) determine in the exercise of its fiduciary obligations under applicable law as advised by independent counsel that such Alternative Proposal is more favorable to the Company's stockholders than the Merger, and (iii) deliver to Parent a definitive agreement of such personsAlternative Proposal or a description of the material terms thereof and, except as would violate a fiduciary or contractual obligation, a copy of any information provided by such person or group, including the identity of such person or group, and give Parent at least three (3) days to offer a counterproposal prior to executing such definitive agreement; provided, however, that 42 49 nothing contained in this Section 5.02 6.16 shall prohibit the Board of Directors of either Principal Party or its Representatives the Company from (i1) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to such Principal Party than the Confidentiality Agreement, a copy of which shall be provided promptly to the other Principal Party) 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, prior to receipt of the Inprise Shareholders' Approval (if such Principal Party is Inprise) or the Corel Shareholders' Approval (if such Principal Party is Corel), (A) the Board of Directors of such Principal Partythe Company, (i) based upon the advice written opinion of outside counselcounsel (a copy of which shall be provided promptly to Parent), determines in good faith and in its reasonable judgment that such action is required or appropriate for the Board of Directors to comply with its fiduciary duties to shareholders stockholders imposed by applicable law, and (ii) based on the advice of such Principal Party's financial advisor, determines in good faith and in its reasonable judgment that such Alternative Proposal is likely to result in a Superior Proposal (as defined herein), (B) three business days the Board of Directors has reasonably concluded in good faith that the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and that such Acquisition Proposal is more favorable to the Company's stockholders than the Merger and (C) prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, such Principal Party the Company provides written notice to the other Principal Party Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, ; and (C) such Principal Party keeps the other Principal Party informed of the status and all material information with respect to any such discussions or negotiations; (ii2) to the extent requiredapplicable, complying with Rules 14d-9 and 14e-2(a) Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal , or (iii) without limiting the right of the other Principal Party pursuant to Article VIII, making any other disclosure to such Principal Party's stockholders if such Principal Party's Board of Directors determines in good faith, based upon advice of its outside legal counsel, that the failure to make any such disclosure would violate the Board's fiduciary duties under applicable law. Nothing in this Section 5.02 shall (x) permit any party to terminate this Agreement (except as specifically provided in Article VIII), (y) permit any party to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, no party shall enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of any party under this AgreementProposal.

No Solicitations. At all times from and after the date hereof until Prior to the Effective Time, each Principal Party covenants and agrees as to itself and its Subsidiaries EUA agrees: (a) that neither it nor any of its Subsidiaries or other affiliates shall, and it shall use its best efforts to cause its Representatives (as defined in Section 9.1110.10) not to, knowingly initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersShareholders) with respect to a merger, consolidation or other business combination including such Principal Party EUA or any of its significant Subsidiaries (as defined in Rule 1-02(W) of Regulation S-X promulgated under the Exchange Act) other than EUA Cogenex Corporation (an "EUA Significant Subsidiary"), or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of such Principal Party EUA and its Subsidiaries taken as a whole, (ii) 25% ten percent or more of the outstanding shares of such Principal Party's common stock EUA Shares or (iii) 2550% or mo re of the outstanding shares of the capital stock of any EUA Significant Subsidiary of such Principal Party (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any other discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement)Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Alternative ProposalProposal other than from NEES and its affiliatxx ; (b) that it will immediately cease and cause to be terminated 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 parties of its obligations under this SectionAlternative Proposal; and (c) that it will notify the other Principal Party NEES immediately if any such axx xuch inquiries, proposals or offers, written or oral, 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 that, prior to receipt of the EUA Shareholders' Approval, nothing contained in this Section 5.02 7.08 shall prohibit the Board of Directors Trustees of either Principal Party or its Representatives EUA from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to such Principal Party EUA than the Confidentiality Agreement, a copy of which shall be provided promptly to the other Principal PartyAgreement (as defined in Section 7.01)) 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, prior to receipt of the Inprise Shareholders' Approval (if such Principal Party is Inprise) or the Corel Shareholders' Approval (if such Principal Party is Corel), (A) the Board of Directors Trustees of such Principal PartyEUA, (i) based upon the advice of outside counselcounsel with respect to fiduciary duties, determines in good faith and in its reasonable judgment that such action is required necessary for the Board of Directors Trustees to comply act in a manner consistent with its fiduciary duties to shareholders imposed by Shareholders under applicable law, and (iiB) based on the advice Board of such Principal Party's financial advisor, determines Trustees of EUA has reasonably concluded in good faith (after consultation with its financial advisors) that the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and in its reasonable judgment that such Alternative Proposal is likely to result in a Superior Proposal (as defined herein)be more favorable to EUA's shareholders than the Merger, (BC) three business days prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, such Principal Party EUA provides written notice to the other Principal Party NEES to the effect that it thxx xt is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group and the material terms of the Alternative Proposal in reasonable detail, and (CD) such Principal Party EUA keeps the other Principal Party informed of NEES promptly informex xx the status and all material information with respect to any such discussions or negotiations; and (ii) to the extent required, complying with Rules 14d-9 and 14e-2(a) Rule 14e-2 promulgated under the Exchange Act with wit h regard to an Alternative Proposal , or (iii) without limiting the right of the other Principal Party pursuant to Article VIII, making any other disclosure to such Principal Party's stockholders if such Principal Party's Board of Directors determines in good faith, based upon advice of its outside legal counsel, that the failure to make any such disclosure would violate the Board's fiduciary duties under applicable lawProposal. Nothing in this Section 5.02 7.08 shall (x) permit any party EUA to terminate this Agreement (except as specifically provided in Article VIIIIX), (y) permit any party EUA to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, no party EUA shall not enter into any agreement with any person or group that provides for, or in any way knowingly facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of any party EUA under this Agreement.

No Solicitations. At all times from and after the date hereof until the Effective Time, each Principal Party covenants and agrees as to itself and its Subsidiaries (a) that neither it nor any of its Subsidiaries or other affiliates shall, and it shall use its best efforts to cause its Representatives (as defined in Section 9.11) not to, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including such Principal Party or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of such Principal Party and its Subsidiaries taken as a whole, (ii) 2520% or more of the outstanding shares of such Principal Party's common stock or (iii) 2520% of the outstanding shares of the capital stock of any Subsidiary of such Principal Party (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any 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) that it will immediately cease and cause to be terminated 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 parties of its obligations under this Section; and (c) that it will notify the other Principal Party immediately if any such inquiries, proposals or offers, written or oral, 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 5.02 shall prohibit the Board of Directors of either Principal Party or its Representatives from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to such Principal Party than the Confidentiality Agreement, a copy of which shall be provided promptly to the other Principal Party) 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, prior to receipt of the Inprise Grizzly Shareholders' Approval (if such Principal Party is InpriseGrizzly) or the Corel Lynx Shareholders' Approval (if such Principal Party is Corel), (A) the Board of Directors of such Principal Party, (i) based upon the advice of outside counsel, determines in good faith and in its reasonable judgment that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by applicable law, and (ii) based on the advice of such Principal Party's financial advisor, determines in good faith and in its reasonable judgment that such Alternative Proposal is likely to result in a Superior Proposal (as defined herein), (B) three business days prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, such Principal Party provides written notice to the other Principal Party to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (C) such Principal Party keeps the other Principal Party informed of the status and all material information with respect to any such discussions or negotiations; (ii) to the extent required, complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal , or (iii) without limiting the right of the other Principal Party pursuant to Article VIII, making any other disclosure to such Principal Party's stockholders if such Principal Party's Board of Directors determines in good faith, based upon advice of its outside legal counsel, that the failure to make any such disclosure would violate the Board's fiduciary duties under applicable law. Nothing in this Section 5.02 shall (x) permit any party to terminate this Agreement (except as specifically provided in Article VIII), (y) permit any party to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, no party shall enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of any party under this Agreement.A-24

No Solicitations. At all times from and after (a) Except as disclosed in Section 5.07 of the date hereof until Company Disclosure Letter, prior to the Effective Time, each Principal Party covenants and the Company agrees as to itself and its Subsidiaries (ai) that neither it nor any of its Subsidiaries or other affiliates shall, and it shall use its best efforts to cause its their respective Representatives (as defined in Section 9.119.12) not to, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, consolidation or other business combination including such Principal Party the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (iA) all or any significant portion of the assets of such Principal Party the Company and its Subsidiaries taken as a whole, (iiB) 255% or more of the outstanding shares of such Principal Party's common stock Company Common Stock or (iiiC) 255% of the outstanding shares of the capital stock of any Subsidiary of such Principal Party the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any 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; (bii) that it will immediately cease and cause to be terminated 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 parties of its obligations under this Section; and (ciii) that it will notify the other Principal Party immediately Parent promptly if any such inquiries, proposals or offers, written or oral, 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 5.02 5.07(a) shall prohibit the Board of Directors of either Principal Party or its Representatives the Company from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to such Principal Party the Company than the Confidentiality Agreement, a copy of which shall be provided promptly to the other Principal PartyAgreement (as defined in Section 6.01)) 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, prior to receipt of the Inprise ShareholdersCompany Stockholders' Approval (if such Principal Party is Inprise) or the Corel Shareholders' Approval (if such Principal Party is Corel)Approval, (A) the Board of Directors of such Principal Partythe Company, (i) based upon the advice of outside counsel, determines in good faith and in its reasonable judgment that a failure to perform such action is required for could reasonably be expected to result in a breach of its fiduciary duties to stockholders imposed by law, (B) the Board of Directors to comply with its fiduciary duties to shareholders imposed by applicable law, and (ii) based on the advice of such Principal Party's financial advisor, determines has reasonably concluded in good faith and (after consultation with its financial advisors) that the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal, (C) the Board of Directors has reasonably concluded in its reasonable judgment good faith that such Alternative Proposal is likely more favorable to result in a Superior Proposal (as defined herein)the Company's stockholders than the Merger, (BD) three business days prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, such Principal Party the Company provides written notice to the other Principal Party Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (CE) such Principal Party the Company keeps the other Principal Party Parent appropriately informed of the status and all material information with respect to of any such discussions or negotiations; and (ii) to the extent required, complying with Rules 14d-9 and 14e-2(a) Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal , or (iii) without limiting the right of the other Principal Party pursuant to Article VIII, making any other disclosure to such Principal Party's stockholders if such Principal Party's Board of Directors determines in good faith, based upon advice of its outside legal counsel, that the failure to make any such disclosure would violate the Board's fiduciary duties under applicable lawProposal. Nothing in this Section 5.02 5.07 shall (x) permit any party the Company to terminate this Agreement (except as specifically provided in Article VIII), (y) permit any party the Company to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, no party the Company shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of any party the Company under this Agreement.

No Solicitations. At all times from and after the date hereof until the Effective Time, each Principal Party covenants and agrees as to itself and its Subsidiaries (a) that neither it Neither the Company nor any of its Subsidiaries or other affiliates shall, Affiliates shall (and it the Company shall use its best efforts to cause its Representatives officers, directors, employees, representatives and agents, including, but not limited to, investment bankers, attorneys and accountants (as defined in Section 9.11) collectively, "Representatives"), not to, initiate, solicit or knowingly encourage), directly or indirectly, any inquiries encourage, solicit, participate in or the making initiate discussions or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including such Principal Party or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of such Principal Party and its Subsidiaries taken as a whole, (ii) 25% or more of the outstanding shares of such Principal Party's common stock or (iii) 25% of the outstanding shares of the capital stock of any Subsidiary of such Principal Party (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerningwith, or provide any confidential information or data to, any corporation, partnership, person or have any discussions withother entity or group (other than Parent, any person of its Affiliates or group relating to an Alternative Proposal Representatives) concerning any merger, consolidation, tender offer, exchange offer, sale of a material portion or product line of the assets and business of the Xxxxxx Products Division and/or the CT Film Division (excluding the transactions contemplated by this Agreementwhether in one or more transactions), sale of shares of capital stock or otherwise facilitate debt securities, restructuring, recapitalization, or similar transactions involving the Company or any effort Subsidiary, division or attempt to make operating or implement principal business unit of the Company (whether in one or more transactions) (an Alternative "Acquisition Proposal; (b) "). The Company further agrees that it will, and will cause its Representatives to, 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. Notwithstanding the foregoing, the Company may, directly or indirectly, provide access and furnish information concerning its business, properties or assets to any corporation, partnership, person or other entity or group (a "Third Party Bidder") pursuant to appropriate confidentiality agreements, and it will take may negotiate and participate in discussions and negotiations with such a Third Party Bidder concerning a Superior Proposal (as hereinafter defined) (i) if such Third Party Bidder without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with the necessary steps Company or its Representatives, has submitted a bona fide written proposal to inform the Board of Directors of the Company relating to any such parties transaction, (ii) if, in the opinion of its obligations the Board of Directors of the Company, after receipt of advice from independent legal counsel to the Company, the failure to provide such information or access or to engage in such discussions or negotiations would result in a breach of their fiduciary duties to the Company's stockholders under this Section; applicable law and (ciii) that it will notify the other Principal if such Third Party immediately if any Bidder executes a confidentiality agreement in reasonably customary form; in such inquiriescase, proposals or offers, written or oral, 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 5.02 5.2 shall prohibit the Company or its Board of Directors of either Principal Party or its Representatives from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form taking and having terms and conditions no less favorable to such Principal Party than the Confidentiality Agreement, a copy of which shall be provided promptly disclosing to the other Principal Party) 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, prior to receipt of the Inprise Shareholders' Approval (if such Principal Party is Inprise) or the Corel Shareholders' Approval (if such Principal Party is Corel), (A) the Board of Directors of such Principal Party, (i) based upon the advice of outside counsel, determines in good faith and in its reasonable judgment that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by applicable law, and (ii) based on the advice of such Principal PartyCompany's financial advisor, determines in good faith and in its reasonable judgment that such Alternative Proposal is likely to result in stockholders a Superior Proposal (as defined herein), (B) three business days prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, such Principal Party provides written notice to the other Principal Party to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (C) such Principal Party keeps the other Principal Party informed of the status and all material information position with respect to any such discussions or negotiations; (ii) a tender offer by a third-party pursuant to the extent required, complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with regard or from making such disclosure to an Alternative Proposal the Company's stockholders which, or (iii) without limiting in the right judgment of the other Principal Party pursuant to Article VIII, making any other disclosure to such Principal Party's stockholders if such Principal Party's Board of Directors determines in good faith, based upon with the advice of its outside independent legal counsel, that the failure to make any such disclosure would violate the Board's fiduciary duties may be required under applicable law. Nothing in this Section 5.02 shall (x) permit any party to terminate this Agreement (except as specifically provided in Article VIII), (y) permit any party to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, no party shall enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of any party under this Agreement.

No Solicitations. At all times from and after the date hereof until Prior to the Effective Time, each Principal Party covenants and agrees as to itself and its Subsidiaries EUA agrees: (a) that neither it nor any of its Subsidiaries or other affiliates shall, and it shall use its best efforts to cause its Representatives (as defined in Section 9.1110.10) not to, knowingly initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersShareholders) with respect to a merger, consolidation or other business combination including such Principal Party EUA or any of its significant Subsidiaries (as defined in Rule 1-02(W) of Regulation S-X promulgated under the Exchange Act) other than EUA Cogenex Corporation (an "EUA Significant Subsidiary"), or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of such Principal Party EUA and its Subsidiaries taken as a whole, (ii) 25% ten percent or more of the outstanding shares of such Principal Party's common stock EUA Shares or (iii) 2550% or mo re of the outstanding shares of the capital stock of any EUA Significant Subsidiary of such Principal Party (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any other discussions with, any person or group relating to an Alternative Proposal (excluding the transactions contemplated by this Agreement)Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Alternative ProposalProposal other than from NEES and its affiliatxx ; (b) that it will immediately cease and cause to be terminated 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 parties of its obligations under this SectionAlternative Proposal; and (c) that it will notify the other Principal Party NEES immediately if any such axx xuch inquiries, proposals or offers, written or oral, 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 that, prior to receipt of the EUA Shareholders' Approval, nothing contained in this Section 5.02 7.08 shall prohibit the Board of Directors Trustees of either Principal Party or its Representatives EUA from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to such Principal Party EUA than the Confidentiality Agreement, a copy of which shall be provided promptly to the other Principal PartyAgreement (as defined in Section 7.01)) 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, prior to receipt of the Inprise Shareholders' Approval (if such Principal Party is Inprise) or the Corel Shareholders' Approval (if such Principal Party is Corel), (A) the Board of Directors Trustees of such Principal PartyEUA, (i) based upon the advice of outside counselcounsel with respect to fiduciary duties, determines in good faith and in its reasonable judgment that such action is required necessary for the Board of Directors Trustees to comply act in a manner consistent with its fiduciary duties to shareholders imposed by Shareholders under applicable law, and (iiB) based on the advice Board of such Principal Party's financial advisor, determines Trustees of EUA has reasonably concluded in good faith (after consultation with its financial advisors) that the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and in its reasonable judgment that such Alternative Proposal is likely to result in a Superior Proposal (as defined herein)be more favorable to EUA's shareholders than the Merger, (BC) three business days prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, such Principal Party EUA provides written notice to the other Principal Party NEES to the effect that it thxx xt is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable and the material terms of the Alternative Proposal inreasonable detail, and (CD) such Principal Party EUA keeps the other Principal Party informed of NEES promptly informex xx the status and all material information with respect to any such discussions or negotiations; and (ii) to the extent required, complying with Rules 14d-9 and 14e-2(a) Rule 14e-2 promulgated under the Exchange Act with wit h regard to an Alternative Proposal , or (iii) without limiting the right of the other Principal Party pursuant to Article VIII, making any other disclosure to such Principal Party's stockholders if such Principal Party's Board of Directors determines in good faith, based upon advice of its outside legal counsel, that the failure to make any such disclosure would violate the Board's fiduciary duties under applicable lawProposal. Nothing in this Section 5.02 7.08 shall (x) permit any party EUA to terminate this Agreement (except as specifically provided in Article VIIIIX), (y) permit any party EUA to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, no party EUA shall not enter into any agreement with any person or group that provides for, or in any way knowingly facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of any party EUA under this Agreement.

No Solicitations. At all times from and after the date hereof until Prior to the Effective Time, each Principal Party covenants and the Company agrees as to itself and its Subsidiaries (a) that neither it nor any of its Subsidiaries or other affiliates shall, and it shall use its best efforts to cause its their respective Representatives (as defined in Section 9.11) not to, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, consolidation or other business combination including such Principal Party the Company or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of such Principal Party the Company and its Subsidiaries taken as a whole, (ii) 2520% or more of the outstanding shares of such Principal Party's common stock Company Common Stock or (iii) 2520% of the outstanding shares of the capital stock of any Subsidiary of such Principal Party the Company (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any 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) that it will immediately cease and cause to be terminated 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 parties of its obligations under this Section; and (c) that it will notify the other Principal Party Parent immediately if any such inquiries, proposals or offers, written or oral, 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 5.02 5.04 shall prohibit the Board of Directors of either Principal Party or its Representatives the Company from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to such Principal Party than the Confidentiality Agreement, a copy of which shall be provided promptly to the other Principal Partyform) 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, prior to receipt of the Inprise Shareholders' Approval (if such Principal Party is Inprise) or the Corel Shareholders' Approval (if such Principal Party is Corel), (A) the Board of Directors of such Principal Partythe Company, (i) based upon the advice of outside counsel, determines in good faith and in its reasonable judgment that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders stockholders imposed by applicable law, and (ii) based on the advice of such Principal Party's financial advisor, determines in good faith and in its reasonable judgment that such Alternative Proposal is likely to result in a Superior Proposal (as defined herein), (B) three business days prior to furnishing such information to, or entering into discussions or negotiations with, such person or group, such Principal Party the Company provides written notice to the other Principal Party Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group in reasonable detail, and (C) such Principal Party the Company keeps the other Principal Party Parent informed of the status and all material information with respect to any such discussions or negotiations; and (ii) to the extent required, complying with Rules 14d-9 and 14e-2(a) Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal , or (iii) without limiting the right of the other Principal Party pursuant to Article VIII, making any other disclosure to such Principal Party's stockholders if such Principal Party's Board of Directors determines in good faith, based upon advice of its outside legal counsel, that the failure to make any such disclosure would violate the Board's fiduciary duties under applicable lawProposal. Nothing in this Section 5.02 5.04 shall (x) permit any party the Company to terminate this Agreement (except as specifically provided in Article VIII), (y) permit any party the Company to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, no party the Company shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of any party the Company under this Agreement.

No Solicitations. At all times from and after the date hereof until the Effective Time, each Principal Party Micrografx covenants and agrees as to itself and its Subsidiaries (a) that neither it nor any of its Subsidiaries shall, directly or other affiliates shallindirectly, and it shall use its best efforts to cause its Representatives (as defined in Section 9.119.18) not to, knowingly initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including such Principal Party Micrografx or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of such Principal Party Micrografx and its Subsidiaries taken as a whole, (ii) 2520% or more of the outstanding shares of such Principal PartyMicrografx's common stock Common Stock or (iii) 2520% of the outstanding shares of the capital stock of any Subsidiary of such Principal Party Micrografx (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any 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 knowingly facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated 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 parties of its obligations under this Section; and (c) that it will notify the other Principal Party Corel immediately if any such inquiries, proposals or offers, written or oral, 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 5.02 shall prohibit the Board of Directors of either Principal Party Micrografx or its Representatives from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to such Principal Party Micrografx than the Confidentiality Agreement, a copy of which shall be provided promptly to the other Principal PartyCorel) 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, prior to receipt of the Inprise Micrografx Shareholders' Approval (if such Principal Party is Inprise) or the Corel Shareholders' Approval (if such Principal Party is Corel), (A) the Board of Directors of such Principal PartyApproval, (i) based upon the advice of outside counsel, determines in good faith and in its reasonable judgment that such action is likely required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by applicable law, and (ii) based on the advice of such Principal PartyMicrografx's financial advisor, determines in good faith and in its reasonable judgment that such Alternative Proposal is reasonably likely to result in a Superior Proposal (as defined herein), (B) three business days prior to furnishing such information to, or entering into discussions or negotiations with, such person or groupgroup and proposed terms of the transaction, such Principal Party Micrografx provides written notice to the other Principal Party Corel to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group and proposed terms of the transaction in reasonable detail, and (C) such Principal Party Micrografx keeps the other Principal Party Corel informed of the status and all material information with respect to any such discussions or negotiationsnegotiations and information furnished to the other party; (ii) to the extent required, complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal , or (iii) without limiting the right of the other Principal Party pursuant to Article VIII, making any other disclosure to such Principal Party's stockholders if such Principal Party's Board of Directors determines in good faith, based upon advice of its outside legal counsel, that the failure to make any such disclosure would violate the Board's fiduciary duties under applicable lawProposal. Nothing in this Section 5.02 shall (x) permit any party Micrografx to terminate this Agreement (except as specifically provided in Article VIII), (y) permit any party to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, no party Micrografx shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect any other obligation of any party under this Agreement.

No Solicitations. At all times from and after the date hereof until the Effective Time, each Principal Party SoftQuad covenants and agrees as to itself and its Subsidiaries (a) that neither it nor any of its Subsidiaries or other affiliates shall, directly or indirectly, and it shall use its best efforts to cause its Representatives (as defined in Section 9.119.18) not to, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, consolidation or other business combination including such Principal Party SoftQuad or any of its Subsidiaries or any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the purchase of (i) all or any significant portion of the assets of such Principal Party SoftQuad and its Subsidiaries taken as a whole, (ii) 2520% or more of the outstanding shares of such Principal PartySoftQuad's common stock Common Stock or (iii) 2520% of the outstanding shares of the capital stock of any Subsidiary of such Principal Party SoftQuad (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any 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) that it will immediately cease and cause to be terminated 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 parties of its obligations under this Section; and (c) that it will notify the other Principal Party Corel immediately if any such inquiries, proposals or offers, written or oral, 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 5.02 shall prohibit the Board of Directors of either Principal Party SoftQuad or its Representatives from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and having terms and conditions no less favorable to such Principal Party SoftQuad than the Confidentiality Agreement, a copy of which shall be provided promptly to the other Principal PartyCorel) 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, prior to receipt of the Inprise ShareholdersSoftQuad Stockholders' Approval (if such Principal Party is Inprise) or the Corel Shareholders' Approval (if such Principal Party is Corel)Approval, (A) the Board of Directors of such Principal Party, (i) based upon the advice of outside counsel, the Board of Directors of SoftQuad determines in good faith and in its reasonable judgment that such action is likely required for the Board of Directors to comply with its fiduciary duties to shareholders stockholders imposed by applicable law, and (iiB) based on the advice of such Principal PartySoftQuad's financial advisor, determines in good faith and in its reasonable judgment that such Alternative Proposal is reasonably likely to result in a Superior Proposal (as defined herein), (B) three business days prior to furnishing such information to, or entering into discussions or negotiations with, such person or groupgroup and proposed terms of the transaction, such Principal Party SoftQuad provides written notice to the other Principal Party Corel to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group and proposed terms of the transaction in reasonable detail, and (C) such Principal Party SoftQuad keeps Corel informed, to the other Principal Party informed extent reasonably practical, of the status and all material information with respect to any such discussions or negotiationsnegotiations and information furnished to the other party; (ii) to the extent required, complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal , or (iii) without limiting the right of the other Principal Party pursuant to Article VIII, making any other disclosure to such Principal Party's stockholders if such Principal Party's Board of Directors determines in good faith, based upon advice of its outside legal counsel, that the failure to make any such disclosure would violate the Board's fiduciary duties under applicable lawProposal. Nothing in this Section 5.02 shall (x) permit any party SoftQuad to terminate this Agreement (except as specifically provided in Article VIII), (y) permit any party to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, no party SoftQuad shall not enter into any agreement with any person or group that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement under the circumstances described above)), or (z) affect effect any other obligation of any party under this Agreement.