Common use of No Solicitations Clause in Contracts

No Solicitations. (a) The Company represents and warrants that it has terminated any discussions or negotiations relating to, or that may be reasonably be expected to lead to, any Acquisition Proposal (as hereinafter defined) and will promptly request the return of all confidential information regarding the Company provided to any third party prior to the date of this Agreement pursuant to the terms of any confidentiality agreements. Except as permitted by this Agreement, the Company shall not, and shall not authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding an Acquisition Proposal; provided, however, that, at any time prior to the approval of this Agreement by the stockholders of the Company, if the Company receives an Acquisition Proposal that was unsolicited or that did not otherwise result from a breach of this Section 7.5(a), the Company may furnish non-public information with respect to the Company and the Company Subsidiaries to the person who made such Acquisition Proposal (a "Third Party") and may participate in negotiations regarding such Acquisition Proposal if (A) the Company Board determines based on the advice of independent legal counsel that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to the Company's stockholders under applicable law, and (B) the Company Board determines that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as hereinafter defined). Notwithstanding the foregoing, the Company shall, prior to furnishing non-public information with respect to the Company and the Company Subsidiaries to such Third Party, enter into a confidentiality agreement with such Third Party with terms no less favorable to the Company than those contained in the Confidentiality Agreement, provided that such confidentiality agreement need not include the same standstill provisions as those contained in the Confidentiality Agreement, it being understood that if there are no standstill provisions in such confidentiality agreement or if such provisions are more favorable to such Third Party than those in the Confidentiality Agreement, the Confidentiality Agreement shall be deemed amended to exclude the existing standstill provision or include such more favorable provisions, as the case may be. The Company shall promptly notify (but in any event within two (2) calendar days) MergerCo of the Company's first receipt of a written Acquisition Proposal by such Third Party and of the material terms and conditions thereof. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose to Parent or MergerCo the identity of the Third Party making any such Acquisition Proposal and, except as provided in Section 9.1(c)(i), shall have no duty to notify or update Parent or MergerCo on the status of discussions or negotiations (including the status of such Acquisition Proposal or any amendments or proposed amendments thereto) between the Company and such Third Party.

No Solicitations. (a) The Company Each FW Entity represents and warrants that it has terminated any discussions or negotiations relating to, or that may be reasonably be expected to lead to, any Acquisition Proposal (as hereinafter defined) and will promptly request the return of all confidential information regarding the Company provided to any third party prior to the date of this Agreement pursuant to the terms of any confidentiality agreements). Except as permitted by this Agreement, the Company shall notno FW Entity, and no FW Entity shall not authorize or permit any of its respective officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it any of them to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding an Acquisition Proposal; provided, however, that, at any time prior to the approval of this Agreement the Transactions by the stockholders of the CompanyCompany and the partners of FWOP, if the Company any FW Entity receives an a written Acquisition Proposal that was unsolicited or that did not otherwise result from a breach of this Section 7.5(a7.10(a) and the Board of Directors of the Company determines in good faith (after consultation with and consistent with the advice of its outside legal counsel and its financial advisor) that (A) such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as defined below), and (B) such action is consistent with the Company Company's Board of Directors' duties under applicable Maryland law, then the FW Entities may furnish information, including, without limitation, non-public information information, with respect to the Company and the Company Subsidiaries FW Entities to the person who made such Acquisition Proposal (a "Third Party") and the FW Entities may participate in negotiations regarding such Acquisition Proposal if (A) the Company Board determines based on the advice of independent legal counsel that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to the Company's stockholders under applicable law, and (B) the Company Board determines that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as hereinafter defined). Notwithstanding the foregoing, the Company shall, prior to furnishing non-public information with respect to the Company and the Company Subsidiaries to such Third Party, enter into a confidentiality agreement with such Third Party executes a confidentiality/standstill agreement with terms no less favorable the FW Entities in customary form and providing, in a form satisfactory to the Company than those contained in USRP Entities, that the Confidentiality Agreement, provided that such confidentiality agreement need not include the same standstill provisions as those contained in the Confidentiality Agreement, it being understood that if there are no standstill provisions in such confidentiality agreement or if such provisions are more favorable to such Third Party than those in the Confidentiality Agreement, the Confidentiality Agreement USRP Entities shall be deemed amended to exclude the existing standstill provision or include such more favorable provisions, as the case may behave third party beneficiary rights thereunder. The Company shall promptly notify (but in agrees not to amend any event within two (2) calendar days) MergerCo such agreement or waive any of its rights thereunder without the prior written approval of the Company's first receipt of a written Acquisition Proposal by such Third Party and of the material terms and conditions thereof. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose to Parent or MergerCo the identity of the Third Party making any such Acquisition Proposal and, except as provided in Section 9.1(c)(i), shall have no duty to notify or update Parent or MergerCo on the status of discussions or negotiations (including the status of such Acquisition Proposal or any amendments or proposed amendments thereto) between the Company and such Third Party.USRP

No Solicitations. (a) The Company represents and warrants that it has terminated any discussions or negotiations relating to, or that may be reasonably be expected to lead to, any Acquisition Proposal (as hereinafter defined) and will promptly request the return of all confidential information regarding the Company provided to any third party prior to the date of this Agreement pursuant to the terms of any confidentiality agreements. Except as permitted by this Agreement, the Company shall not, and nor shall not it authorize or permit any of its officersSubsidiaries, directors any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by it the Company or any Subsidiary in connection with the Transactions (collectively, “Representatives”) to, directly or indirectlyindirectly through another Person, (i) solicit, initiate initiate, or knowingly encourage or facilitate (including by way of furnishing non-public information), or take any other action to facilitate, ) any inquiries or the making making, submission or announcement of any proposal or offer that constitutes an Acquisition or is reasonably likely to lead to a Takeover Proposal, or (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or negotiations regarding an Acquisition any Takeover Proposal; provided, howeveror furnish any information concerning the Company and its Subsidiaries to any Person in connection with any Takeover Proposal, thator otherwise cooperate with or take any other action to knowingly facilitate any effort or attempt to make or implement a Takeover Proposal. Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the approval Acceptance Time, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside counsel) that failure to take such action would be reasonably likely to result in a failure of the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, and after giving Parent prompt written notice of such determination, in response to an unsolicited bona fide written Takeover Proposal made after the date of this Agreement by the stockholders of the Company, if that the Company receives an Acquisition Proposal that was unsolicited Board determines in good faith (after receiving advice of its outside counsel and a financial advisor of nationally recognized reputation) constitutes or that did not otherwise is reasonably likely to result from in a breach of this Section 7.5(a)Superior Proposal, the Company may (A) furnish non-public information with respect to the Company and the Company its Subsidiaries to the person who made Person making such Acquisition Takeover Proposal (a "Third Party"and its Representatives) and may participate in negotiations regarding such Acquisition Proposal if (A) the Company Board determines based on the advice of independent legal counsel that failure pursuant to do so would be reasonably likely to constitute a breach of its fiduciary duties to the Company's stockholders under applicable law, and (B) the Company Board determines that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as hereinafter defined). Notwithstanding the foregoing, the Company shall, prior to furnishing non-public information with respect to the Company and the Company Subsidiaries to such Third Party, enter into a confidentiality agreement with such Third Party with containing terms and conditions no more favorable to and no less favorable to the Company restrictive of such Person than those contained in the Confidentiality AgreementAgreement are to Parent, provided except that such confidentiality agreement need between the Company and such Person shall not include contain any provisions that would prevent the same standstill provisions as those contained Company from complying with its obligations to provide the required disclosure to Parent pursuant to this Section 5.2 and shall permit such Person to make a Takeover Proposal; provided that all such information (to the extent that such written information that has not been previously provided or made available to Parent) is promptly, and in the Confidentiality Agreement, it being understood that if there are no standstill provisions in such confidentiality agreement or if such provisions are more favorable event later than twenty- four (24) hours after delivery to such Third Party than those Person, provided or made available to Parent, and (B) participate in discussions or negotiations with the Confidentiality Agreement, the Confidentiality Agreement shall be deemed amended to exclude the existing standstill provision or include Person making such more favorable provisions, as the case may beTakeover Proposal (and its Representatives) regarding such Takeover Proposal. The Company shall promptly notify (but in any event within two (2) calendar days) MergerCo Upon execution of the Company's first receipt of a written Acquisition Proposal by such Third Party and of the material terms and conditions thereof. Notwithstanding anything to the contrary in this Agreement, the Company shall, and shall not cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause to be required to disclose to Parent or MergerCo the identity of the Third Party making any such Acquisition Proposal and, except as provided in Section 9.1(c)(i), shall have no duty to notify or update Parent or MergerCo on the status of terminated all existing discussions or negotiations (including with any Person previously conducted with respect to any Takeover Proposal, and will request, to the status extent permitted under the applicable confidentiality agreement, the prompt return of any confidential information previously furnished to such Acquisition Proposal or Persons that has not been previously returned to the Company. Any violation of the restrictions set forth in this Section 5.2 by any amendments or proposed amendments thereto) between Representative of the Company and such Third Partyor its Subsidiaries shall be deemed to be a breach of this Section 5.2 by the Company.

No Solicitations. (a) The Company represents and warrants that it has terminated any discussions or negotiations relating to, or that may be reasonably be expected to lead to, any Acquisition Proposal (as hereinafter defined) and will promptly request Immediately after the return execution of all confidential information regarding the Company provided to any third party prior to the date of this Agreement pursuant to the terms of any confidentiality agreements. Except as permitted by this Agreement, the Company shall notwill terminate and cease any discussions or negotiations with any parties relating to an Acquisition Proposal. Neither the Company, and shall not authorize or permit nor any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it toit, shall, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding an Acquisition Proposal; provided, however, that, at any time prior to the approval of this Agreement by the stockholders of the Company, if the Company receives an a bona fide written Acquisition Proposal that was unsolicited or and that did not otherwise result from a breach of this Section 7.5(a), the Company may furnish non-public information with respect to the Company and the Company Subsidiaries to the person who made such Acquisition Proposal (a "Third Party") and may participate in negotiations discussions regarding such Acquisition Proposal if (A) the Company Board determines based on the advice of independent legal counsel in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to constitute a breach of inconsistent with its fiduciary duties to the Company's stockholders under applicable law, and (B) the Company Board determines that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as hereinafter defined). Notwithstanding the foregoing, the Company shall, prior to furnishing non-public information with respect to the Company and the Company Subsidiaries to such Third Party, enter into a confidentiality agreement with such Third Party with terms no less favorable to the Company than those contained in the Confidentiality Agreement, provided that such confidentiality agreement need not include the same standstill provisions as those contained in the Confidentiality Agreement, it being understood that if there are no standstill provisions in such confidentiality agreement or if such provisions are more favorable to such Third Party than those in the Confidentiality Agreement, the Confidentiality Agreement shall be deemed amended to exclude the existing standstill provision or include such more favorable provisions, as the case may beProposal. The Company shall promptly notify (but in any event within two one (21) calendar daysbusiness day) MergerCo Parent of the Company's first receipt of a written Acquisition Proposal by such Third Party and of the material terms and conditions thereof. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose to Parent or MergerCo the identity of the Third Party making any such Acquisition Proposal and, except as provided in Section Sections 7.5(b) and 9.1(c)(i), shall have no duty to notify or update Parent or MergerCo on the status of discussions or negotiations (including the status of such Acquisition Proposal or any amendments or proposed amendments thereto) between the Company and such Third Party.

No Solicitations. (a) The Immediately after the execution of this Agreement, the Company represents will terminate and warrants that it has terminated cease any ongoing discussions or negotiations with any parties relating to, or that may be reasonably be expected to lead to, any an Acquisition Proposal (as hereinafter defined) and will promptly request the return of all confidential information regarding the Company provided to any third party prior to the date of this Agreement pursuant to the terms of any confidentiality agreementsProposal. Except as permitted by this Agreement, the Company shall not, and shall not authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it toit, directly or indirectly, to (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries with respect to an Acquisition Proposal, or the making of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding an Acquisition Proposal; provided, however, that, at any time prior to the approval of this Agreement the Merger by the stockholders of the Company, if the Company receives an a bona fide Acquisition Proposal that was unsolicited or that did not otherwise result from a breach of this Section 7.5(a6.5(a), the Company may furnish furnish, or cause to be furnished, non-public information with respect to the Company and the Company Subsidiaries to the person Person who made such Acquisition Proposal (a "“Third Party"”) and may participate in discussions and negotiations regarding such Acquisition Proposal if (A) the Company Board determines based on the advice of independent legal counsel in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to constitute a breach of be inconsistent with its fiduciary duties to the Company's Company or its stockholders under applicable law, and (B) the Company Board determines that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as hereinafter defined). Notwithstanding the foregoing, the Company shall, prior to furnishing non-public information with respect to the Company and the Company Subsidiaries to such Third Party, enter into a confidentiality agreement with such Third Party with terms no less favorable to the Company than those contained in the Confidentiality Agreement, provided that such confidentiality agreement need not include the same standstill provisions as those contained in the Confidentiality Agreement, it being understood that if there are no standstill provisions in such confidentiality agreement or if such provisions are more favorable to such Third Party than those in the Confidentiality Agreement, the Confidentiality Agreement shall be deemed amended to exclude the existing standstill provision or include such more favorable provisions, as the case may beProposal. The Company shall promptly notify (but in any event within two one (21) calendar daysBusiness Day) MergerCo Parent of the Company's ’s first receipt of a written any Acquisition Proposal or any inquiry with respect to an Acquisition Proposal by such Third Party and of the material terms and conditions thereof. The Company shall provide to Parent as soon as practicable after receipt of delivery thereof copies of any written Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose to Parent or MergerCo the identity of the Third Party making any such Acquisition Proposal and, except as provided in Section 9.1(c)(iSections 6.5(b) and 8.1(e), shall have no duty to notify or update Parent or MergerCo on the status of discussions or negotiations (including the status of such Acquisition Proposal or any amendments or proposed amendments thereto) between the Company and such Third Party.

No Solicitations. (a) The Company represents and warrants that it has terminated any discussions or negotiations relating to, or that may be reasonably be expected to lead to, any Acquisition Proposal (as hereinafter defined) and will promptly request the return of all confidential information regarding the Company provided to any third party prior to the date of this Agreement pursuant to the terms of any confidentiality agreements. Except as permitted by this Agreement, the Company shall not, and shall not authorize or permit cause any of its Subsidiaries or any of its officers, directors trustees or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it toit, directly or indirectly, to (i) solicit, initiate initiate, knowingly encourage or encourage facilitate, (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries with respect to an Acquisition Proposal (as hereinafter defined), or the making of any proposal that constitutes constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, or (ii) initiate, participate in or knowingly encourage any discussions or negotiations regarding an Acquisition Proposal; provided, however, that, at any time prior to the approval of this Agreement by the stockholders of the CompanyCompany Shareholder Approval, if the Company receives an a bona fide Acquisition Proposal that was unsolicited not solicited after the date of this Agreement or that did not otherwise result from a breach of this Section 7.5(a6.4(a), the Company may furnish furnish, or cause to be furnished, non-public information with respect to the Company and the Company Subsidiaries to the person Person who made such Acquisition Proposal (a "Third Party") and may participate in discussions and negotiations regarding such Acquisition Proposal if (A) the Company Board Board, or any committee thereof to which the power to consider such matters has been delegated, determines based on the advice of independent legal counsel in good faith (after having obtained sufficient preliminary information upon which to make such determination), after consultation with outside counsel, that failure to do so would be reasonably likely to constitute a breach of be inconsistent with its fiduciary duties to the Company's stockholders Company or its shareholders under applicable lawLaw, (B) prior to taking such action, the Company enters into a confidentiality agreement with respect to such Acquisition Proposal that contains provisions no less restrictive than the Confidentiality Agreement (as defined in Section 6.6 hereof) and (BC) the Company Board determines in good faith (after having obtained sufficient preliminary information upon which to make such determination), after consultation with its financial advisors, that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as hereinafter defined). Notwithstanding the foregoing, the Company shall, prior to furnishing non-public information with respect to the Company and the Company Subsidiaries to such Third Party, enter into a confidentiality agreement with such Third Party with terms no less favorable to the Company than those contained in the Confidentiality Agreement, provided that such confidentiality agreement need not include the same standstill provisions as those contained in the Confidentiality Agreement, it being understood that if there are no standstill provisions in such confidentiality agreement or if such provisions are more favorable to such Third Party than those in the Confidentiality Agreement, the Confidentiality Agreement shall be deemed amended to exclude the existing standstill provision or include such more favorable provisions, as the case may beProposal. The Company shall promptly notify (but promptly, and in any event within two (2) calendar days) MergerCo Business Days, notify Parent orally and in writing after receipt by the Company of the Company's first receipt of a written any Acquisition Proposal by such Third Party and of Proposal, including the material terms and conditions thereof, to the extent known. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose to Parent or MergerCo Merger Sub the identity of the Third Party making any such Acquisition Proposal and, except as provided in Section 9.1(c)(iSections 6.4(b) and 8.1(e), shall have no duty to notify or update Parent or MergerCo Merger Sub on the status of discussions or negotiations (including the status of such Acquisition Proposal or any amendments or proposed amendments thereto) between the Company and such Third PartyPerson. Immediately after the execution and delivery of this Agreement, the Company will, and will instruct its Subsidiaries, and their respective officers, trustees, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal.

No Solicitations. (a) The Company represents and warrants that it has terminated any discussions or negotiations relating to, or that may be reasonably be expected to lead to, any Acquisition Proposal (as hereinafter defined) and will promptly request the return of all confidential information regarding the Company provided to any third party prior to the date of this Agreement pursuant to the terms of any confidentiality agreements. Except as permitted by this Agreement, the Company shall not, and shall not authorize or permit cause any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it toit, directly or indirectly, to (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries with respect to an Acquisition Proposal, or the making of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding an Acquisition Proposal; provided, however, that, at any time prior to the approval of this Agreement by the stockholders holders of the CompanyCompany Common Stock, if the Company receives an a bona fide Acquisition Proposal that was unsolicited or that did not otherwise result from a breach of this Section 7.5(a6.4(a), the Company may furnish furnish, or cause to be furnished, non-public information with respect to the Company and the Company Subsidiaries to the person Person who made such Acquisition Proposal (a "“Third Party"”) and may participate in discussions and negotiations regarding such Acquisition Proposal if (A) the Company Board determines based on the advice of independent legal counsel in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to constitute a breach of be inconsistent with its fiduciary duties to the Company's stockholders Company or its shareholders under applicable law, and (B) the Company Board determines in good faith, after consultation with its financial advisors, that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as hereinafter defined). Notwithstanding the foregoing, the Company shall, prior to furnishing non-public information with respect to the Company and the Company Subsidiaries to such Third Party, enter into a confidentiality agreement with such Third Party with terms no less favorable to the Company than those contained in the Confidentiality Agreement, provided that such confidentiality agreement need not include the same standstill provisions as those contained in the Confidentiality Agreement, it being understood that if there are no standstill provisions in such confidentiality agreement or if such provisions are more favorable to such Third Party than those in the Confidentiality Agreement, the Confidentiality Agreement shall be deemed amended to exclude the existing standstill provision or include such more favorable provisions, as the case may beProposal. The Company shall promptly notify (but promptly, and in any event within two three (23) calendar days) MergerCo Business Days, notify Parent orally and in writing after receipt by the Company of the Company's first receipt of a written any Acquisition Proposal by such Third Party and of Proposal, including the material terms and conditions thereof, to the extent known. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose to Parent or MergerCo the identity of the Third Party making any such Acquisition Proposal and, except as provided in Section 9.1(c)(iSections 6.4(b) and 8.1(e), shall have no duty to notify or update Parent or MergerCo on the status of discussions or negotiations (including the status of such Acquisition Proposal or any amendments or proposed amendments thereto) between the Company and such Third Party. Immediately after the execution and delivery of this Agreement, the Company will, and will instruct its subsidiaries, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal.

No Solicitations. (a) The Company Each FW Entity represents and warrants that it has terminated any discussions or negotiations relating to, or that may be reasonably be expected to lead to, any Acquisition Proposal (as hereinafter defined) and will promptly request the return of all confidential information regarding the Company provided to any third party prior to the date of this Agreement pursuant to the terms of any confidentiality agreements). Except as permitted by this Agreement, the Company shall notno FW Entity, and no FW Entity shall not authorize or permit any of its respective officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it any of them to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding an Acquisition Proposal; provided, however, that, at any time prior to the approval of this Agreement the Transactions by the stockholders of the CompanyCompany and the partners of FWOP, if the Company any FW Entity receives an a written Acquisition Proposal that was unsolicited or that did not otherwise result from a breach of this Section 7.5(a7.10(a) and the Board of Directors of the Company determines in good faith (after consultation with and consistent with the advice of its outside legal counsel and its financial advisor) that (A) such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as defined below), and (B) such action is consistent with the Company Company's Board of Directors' duties under applicable Maryland law, then the FW Entities may furnish information, including, without limitation, non-public information information, with respect to the Company and the Company Subsidiaries FW Entities to the person who made such Acquisition Proposal (a "Third Party") and the FW Entities may participate in negotiations regarding such Acquisition Proposal if (A) the Company Board determines based on the advice of independent legal counsel that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to the Company's stockholders under applicable law, and (B) the Company Board determines that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as hereinafter defined). Notwithstanding the foregoing, the Company shall, prior to furnishing non-public information with respect to the Company and the Company Subsidiaries to such Third Party, enter into a confidentiality agreement with such Third Party executes a confidentiality/standstill agreement with terms no less favorable the FW Entities in customary form and providing, in a form satisfactory to the Company than those contained in USRP Entities, that the Confidentiality Agreement, provided that such confidentiality agreement need not include the same standstill provisions as those contained in the Confidentiality Agreement, it being understood that if there are no standstill provisions in such confidentiality agreement or if such provisions are more favorable to such Third Party than those in the Confidentiality Agreement, the Confidentiality Agreement USRP Entities shall be deemed amended to exclude the existing standstill provision or include such more favorable provisions, as the case may behave third party beneficiary rights thereunder. The Company shall promptly notify (but in agrees not to amend any event within two (2) calendar days) MergerCo such agreement or waive any of its rights thereunder without the prior written approval of the Company's first receipt USRP Entities other than in connection with the execution of a written Acquisition Proposal by such Third Party and of the material terms and conditions thereof. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose to Parent binding merger or MergerCo the identity of the Third Party making any such Acquisition Proposal and, except as provided in Section 9.1(c)(i), shall have no duty to notify or update Parent or MergerCo on the status of discussions or negotiations (including the status of such Acquisition Proposal or any amendments or proposed amendments thereto) between the Company and such Third Partyother acquisition agreement providing for a Superior Proposal.

No Solicitations. (a) The Company represents and warrants that it has terminated any discussions or negotiations relating to, or that may be could reasonably be expected to lead to, any an Acquisition Proposal (as hereinafter defined) and will promptly request the return of all confidential information regarding the Company provided to any third party prior to the date of this Agreement pursuant to the terms of any confidentiality agreements). Except as explicitly permitted by this Agreementhereunder, the Company shall not, and shall not authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding an Acquisition Proposal or (iii) enter into any agreements, definitive or otherwise, regarding an Acquisition Proposal; provided, however, that, at any time prior to the approval of this Agreement by the stockholders of the Company, if the Company receives an Acquisition Proposal that was unsolicited or that did not otherwise result from a breach of this Section 7.5(a), the Company may furnish non-public information with respect to the Company and the Company Subsidiaries to the person who made such Acquisition Proposal (a "Third Party") and may participate in discussions and negotiations regarding such Acquisition Proposal if (A) the Company Board determines based on the advice of independent legal counsel that failure to do so would be reasonably likely to constitute a breach of be inconsistent with its fiduciary duties to the Company's stockholders under applicable law, and (B) the Company Board determines that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as hereinafter defined). Notwithstanding the foregoing, the Company shall, prior to furnishing non-public information with respect to the Company and the Company Subsidiaries to such Third Party, enter into a confidentiality agreement with such Third Party with terms no less favorable to the Company than those contained in the Confidentiality Agreement, provided that such confidentiality agreement need not include the same standstill provisions as those contained in the Confidentiality Agreement, it being understood that if there are no standstill provisions in such confidentiality agreement or if such provisions are more favorable to such Third Party than those in the Confidentiality Agreement, the Confidentiality Agreement shall be deemed amended to exclude the existing standstill provision or include such more favorable provisions, as the case may be. The Company shall promptly notify (but in any event within two (2) calendar days) MergerCo of the Company's first receipt of a written Acquisition Proposal by such Third Party and of the material terms and conditions thereof. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose to Parent or MergerCo the identity of the Third Party making any such Acquisition Proposal and, except as provided in Section 9.1(c)(i), shall have no duty to notify or update Parent or MergerCo on the status of discussions or negotiations (including the status of such Acquisition Proposal or any amendments or proposed amendments thereto) between the Company and such Third PartyProposal.

No Solicitations. (a) The Company represents and warrants that it has terminated any discussions or negotiations relating to, or that may be reasonably be expected to lead to, any Acquisition Proposal (as hereinafter defined) and will promptly request Immediately after the return execution of all confidential information regarding the Company provided to any third party prior to the date of this Agreement pursuant to the terms of any confidentiality agreements. Except as permitted by this Agreement, the Company shall notwill terminate and cease any discussions or negotiations with any parties relating to an Acquisition Proposal. Neither the Company, and shall not authorize or permit nor any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it toit, shall, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding an Acquisition Proposal; provided, however, that, at any time prior to the approval of this Agreement by the stockholders of the Company, if the Company receives an a bona fide written Acquisition Proposal that was unsolicited or and that did not otherwise result from a breach of this Section 7.5(a), the Company may furnish non-public information with respect to the Company and the Company Subsidiaries to the person who made such Acquisition Proposal (a "“Third Party"”) and may participate in negotiations discussions regarding such Acquisition Proposal if (A) the Company Board determines based on the advice of independent legal counsel in good faith, after consultation with outside counsel, that failure to do so would be reasonably likely to constitute a breach of inconsistent with its fiduciary duties to the Company's ’s stockholders under applicable law, and (B) the Company Board determines that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as hereinafter defined). Notwithstanding the foregoing, the Company shall, prior to furnishing non-public information with respect to the Company and the Company Subsidiaries to such Third Party, enter into a confidentiality agreement with such Third Party with terms no less favorable to the Company than those contained in the Confidentiality Agreement, provided that such confidentiality agreement need not include the same standstill provisions as those contained in the Confidentiality Agreement, it being understood that if there are no standstill provisions in such confidentiality agreement or if such provisions are more favorable to such Third Party than those in the Confidentiality Agreement, the Confidentiality Agreement shall be deemed amended to exclude the existing standstill provision or include such more favorable provisions, as the case may beProposal. The Company shall promptly notify (but in any event within two one (21) calendar daysbusiness day) MergerCo Parent of the Company's ’s first receipt of a written Acquisition Proposal by such Third Party and of the material terms and conditions thereof. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose to Parent or MergerCo the identity of the Third Party making any such Acquisition Proposal and, except as provided in Section Sections 7.5(b) and 9.1(c)(i), shall have no duty to notify or update Parent or MergerCo on the status of discussions or negotiations (including the status of such Acquisition Proposal or any amendments or proposed amendments thereto) between the Company and such Third Party.

No Solicitations. (a) The Company represents and warrants that it has terminated any discussions or negotiations relating to, or that may be reasonably be expected to lead to, any Acquisition Proposal (as hereinafter defined) and will promptly request the return of all confidential information regarding the Company provided to any third party prior to the date of this Agreement pursuant to the terms of any confidentiality agreements. Except as permitted by this Agreement, the Company shall not, and shall not authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes an Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding an Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that, at any time prior to the approval of this Agreement by the stockholders of the Company, if the Company receives an Acquisition Proposal that was unsolicited or that did not otherwise result from a breach of this Section 7.5(a), the Company may furnish non-public information with respect to the Company and the Company Subsidiaries to the person who made such Acquisition Proposal (a "Third PartyTHIRD PARTY") and may participate in negotiations regarding such Acquisition Proposal if (A) the Company Board determines based on the advice of independent legal counsel that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to the Company's stockholders under applicable law, and (B) the Company Board determines that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as hereinafter defined). Notwithstanding the foregoing, the Company shall, prior to furnishing non-public information with respect to the Company and the Company Subsidiaries to such Third Party, enter into a confidentiality agreement with such Third Party with terms no less favorable to the Company than those contained in the Confidentiality Agreement, provided that such confidentiality agreement need not include the same standstill provisions as those contained in the Confidentiality Agreement, it being understood that if there are no standstill provisions in such confidentiality agreement or if such provisions are more favorable to such Third Party than those in the Confidentiality Agreement, the Confidentiality Agreement shall be deemed amended to exclude the existing standstill provision or include such more favorable provisions, as the case may be. The Company shall promptly notify (but in any event within two (2) calendar days) MergerCo of the Company's first receipt of a written Acquisition Proposal by such Third Party and of the material terms and conditions thereof. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose to Parent or MergerCo the identity of the Third Party making any such Acquisition Proposal and, except as provided in Section 9.1(c)(i), shall have no duty to notify or update Parent or MergerCo on the status of discussions or negotiations (including the status of such Acquisition Proposal or any amendments or proposed amendments thereto) between the Company and such Third Party.