Common use of Other Offers Clause in Contracts

Other Offers. From the date hereof until the termination hereof, the Company and its subsidiaries, and the officers, directors, financial or legal advisors of the Company and its subsidiaries will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries to, any person that may be considering making, or has made, an Acquisition Proposal. The Company will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify Parent (which notice shall be provided orally and in writing and shall identify the person making the Acquisition Proposal and set forth the material terms thereof) after receipt of any Acquisition Proposal, indication that any person is considering making an Acquisition Proposal or request for nonpublic information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person who is considering making or has made an Acquisition Proposal. The Company will keep Parent fully informed of the status and details of any such Acquisition Proposal or request. The Company shall, and shall cause its subsidiaries and the directors, officers and financial and legal advisors of the Company and its subsidiaries to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any persons conducted heretofore with respect to any Acquisition Proposal. Notwithstanding any provision of this Section, nothing in this Section shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to an Acquisition Proposal by a third party to the extent required under the 1934 Act or from making such disclosure to the Company's stockholders which, in the judgment of the Board of Directors with the advice of outside counsel, is required under applicable law; provided that nothing in this sentence shall affect the obligations of the Company and its Board of Directors under any other provision of this Agreement.

Other Offers. From the date hereof until Until the termination hereofof this Agreement, the Company and its subsidiaries, and the officers, directors, financial or legal advisors of the Company and its subsidiaries will not, and will not authorize or permit the officers, directors, employees or other agents of the Company and its subsidiaries to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal (defined below) or (ii) subject to the fiduciary duties of the Board of Directors of the Company under applicable law, as advised in writing by Holland & Knight LLP, counsel to the Company, and in response to an unsolicited request therefor by a person who a majority of the Company's Board of Directors believes intends to submit a Superior Acquisition Proposal (defined below), engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries to, any person that has advised the Company or otherwise publicized the fact that such person may be considering making, or that has made, an Acquisition Proposal; PROVIDED, nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. The Company will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify Parent (which notice shall be provided orally and in writing and shall identify the person making the Acquisition Proposal and set forth the material terms thereof) after receipt of any Acquisition Proposal, indication Proposal or any notice that any person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person who is that has advised the Company or otherwise publicized the fact that such person may be considering making making, or that has made made, an Acquisition Proposal. The Company Proposal and will keep Parent fully informed of the status and details of any such Acquisition Proposal Proposal, indication or request. The Company shallFor purposes of this Agreement, and shall cause its subsidiaries and the directors, officers and financial and legal advisors of the Company and its subsidiaries to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any persons conducted heretofore with respect to any "Acquisition Proposal. Notwithstanding " means any provision offer or proposal for, or any indication of this Sectioninterest in, nothing in this Section shall prohibit a merger or other business combination involving the Company or any of its Board subsidiaries or the acquisition of Directors from taking and disclosing to the Company's stockholders any significant equity interest in, or a position with respect to an Acquisition Proposal by a third party to the extent required under the 1934 Act or from making such disclosure to the Company's stockholders which, in the judgment significant portion of the Board of Directors with the advice of outside counselassets of, is required under applicable law; provided that nothing in this sentence shall affect the obligations of the Company and or any of its Board of Directors under any subsidiaries, other provision of than the transactions contemplated by this Agreement.; and "Superior

Other Offers. From the date hereof until Until the termination hereofof this Agreement, neither Seller, the Company and its subsidiariesnor any of their respective affiliates will, and nor will they authorize the officers, directors, financial employees, representatives or legal advisors other agents of Seller, the Company and its subsidiaries will notor any of such affiliates to, directly or indirectly, (ia) take any action to solicit, solicit or initiate or encourage any Acquisition Proposal (as defined below) or (iib) engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its subsidiaries Sub or afford access to the properties, books or records of the Company or any of its subsidiaries Sub to, any person that has advised the Company or Seller or otherwise made known the fact that such person may be considering making, or that has made, an Acquisition Proposal. The Company will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify Parent (which notice shall be provided Buyer orally and in writing and shall identify the person making the Acquisition Proposal and set forth the material terms thereof) after receipt of any Acquisition Proposal, indication Proposal or any notice that any person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its subsidiaries Sub or for access to the properties, books or records of the Company or any of its subsidiaries Sub by any person who is that has advised the Company or Seller or otherwise made known the fact that such person may be considering making making, or that has made made, an Acquisition Proposal. The Company Proposal and will keep Parent fully informed of promptly disclose to Buyer the status and details of any such Acquisition Proposal Proposal, indication or request. The Company shall, and Seller shall cause its subsidiaries and the directors, officers and financial and legal advisors of the Company and its subsidiaries to, (j) immediately cease immediately and cause to be terminated all activities, as of the date of this Agreement any ongoing discussions or negotiations, if any, negotiations with any persons conducted heretofore with respect third parties concerning an Acquisition Proposal and direct such third parties to any return to Seller all information received by them from the Company or Seller or their respective representatives and (b) direct and cause all of its representatives to cease engaging in the foregoing. For purposes of this Agreement, "Acquisition Proposal. Notwithstanding " means any provision offer or proposal for, or any written indication of this Sectioninterest in, nothing in this Section shall prohibit a merger or other business combination involving the Company or Sub or the acquisition of any significant equity interest in, or a significant portion of the assets of, the Company or its Board of Directors from taking and disclosing to subsidiary, other than the Company's stockholders a position transactions with respect to an Acquisition Proposal Buyer contemplated by a third party to the extent required under the 1934 Act or from making such disclosure to the Company's stockholders which, in the judgment of the Board of Directors with the advice of outside counsel, is required under applicable law; provided that nothing in this sentence shall affect the obligations of the Company and its Board of Directors under any other provision of this Agreement.

Other Offers. From the date hereof until the termination hereof, the Company and its subsidiaries, the Subsidiaries and the officers, directors, financial employees or legal advisors other agents of the Company and its subsidiaries the Subsidiaries will not, directly or indirectly, (i) take any action to solicit, initiate or encourage take any action knowingly to facilitate the submission of any Acquisition Proposal or (ii) subject to the fiduciary duties of the Board of Directors under applicable law as advised by Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel to the Company, engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its subsidiaries Subsidiary or afford access to the properties, books or records of the Company or any of its subsidiaries Subsidiary to, any person that may be considering makingPerson, or has made, an Acquisition Proposalexcept to customers and suppliers of the Company and its Subsidiaries in the ordinary course of business. The Company will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify Parent (which notice shall be provided orally and in writing and shall identify the person making the Acquisition Proposal and set forth the material terms thereof) Buyer after receipt of any Acquisition Proposal, Proposal or any indication that any person Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its subsidiaries Subsidiary or for access to the properties, books or records of the Company or any of its subsidiaries Subsidiary by any person who is Person that may be considering making making, or has made made, an Acquisition Proposal. The Company Proposal and will keep Parent Buyer fully informed of the status and and, subject to the fiduciary duties of the Board of Directors of the Company under Delaware Law, details of any such Acquisition Proposal Proposal, indication or request. The For purposes of this Agreement, "Acquisition Proposal" means any offer or proposal for, or any indication of interest in, a merger or other business combination involving the Company shallor any Subsidiary or the acquisition of any equity interest in, and shall cause its subsidiaries and or a substantial portion of the directorsassets of, officers and financial and legal advisors the Company or any Subsidiary, other than the transactions contemplated by this Agreement. Notwithstanding the foregoing, if the Board of Directors of the Company receives an Acquisition Proposal which it determines in good faith will provide greater value to the Company and its subsidiaries tostockholders than the transactions contemplated hereby (a "Superior Proposal"), cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any persons conducted heretofore with respect to any Acquisition Proposal. Notwithstanding any provision of this Section, nothing in this Section shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to an Acquisition Proposal by a third party to the extent required under the 1934 Act or from making such disclosure to the Company's stockholders which, in the judgment of the Board of Directors with the advice of outside counsel, is required under applicable law; provided that nothing in this sentence shall affect the obligations of the Company may, prior to the receipt of approval of the Merger from the stockholders of the Company, withdraw or modify its approval or recommendation of the Merger and its this Agreement, approve or recommend a Superior Proposal or terminate this Agreement in accordance with Section 9.01(i) but in each case, only at a time that is at least five business days after Buyer's receipt of written notice advising Buyer that the Board of Directors under any other provision of this Agreementthe Company has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and the names of the person or persons making such Superior Proposal. Within the five-business-day period referred to herein, Buyer may propose an improved transaction to the Board of Directors of the Company.

Other Offers. From the date hereof until Until the termination hereofof this Agreement, the Company and its subsidiaries, and the officers, directors, financial or legal advisors of the Company and its subsidiaries will not, and will not authorize or permit the officers, directors, employees or other agents of the Company and its subsidiaries to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal (defined below) or (ii) subject to the fiduciary duties of the Board of Directors under applicable law, as advised in writing by Gibsxx, Xxnn & Xrutxxxx XXX, counsel to the Company, and in response to an unsolicited request that has been submitted to the Company's Board of Directors and determined to be a Superior Acquisition Proposal (defined below), engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries to, any person that has advised the Company that it may be considering making, or that has made, an Acquisition Proposal, provided, however, nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's shareholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. The Company will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify Parent (which notice shall be provided orally and in writing and shall identify the person making the Acquisition Proposal and set forth the material terms thereof) after receipt of any Acquisition Proposal, Proposal or any indication that any person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person who is that has advised the Company that it may be considering making making, or that has made made, an Acquisition Proposal. The Company Proposal and will keep Parent fully informed of the status and details of any such Acquisition Proposal Proposal, notice or request. The Company shallFor purposes of this Agreement, and shall cause its subsidiaries and the directors, officers and financial and legal advisors of the Company and its subsidiaries to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any persons conducted heretofore with respect to any "Acquisition Proposal. Notwithstanding " means any provision offer or proposal for, or any indication of this Sectioninterest in, nothing in this Section shall prohibit a merger or other business combination involving the Company or any of its Board subsidiaries or the acquisition of Directors from taking and disclosing any significant equity interest in, or a significant portion of the assets of, the Company or any of its subsidiaries, other than the transactions contemplated by this Agreement. "Superior Acquisition Proposal" means an Acquisition Proposal which a majority of the disinterested directors determines in its good faith judgment (based on the written advice of Advest) to be more favorable to the Company's stockholders a position with respect to an Acquisition Proposal by a third party shareholders than the Offer or the Merger, and for which financing, to the extent required under the 1934 Act or from making such disclosure to the Company's stockholders which, in the judgment of the Board of Directors with the advice of outside counselrequired, is required under applicable law; provided that nothing in this sentence shall affect the obligations of the Company and its Board of Directors under any other provision of this Agreementthen committed.

Other Offers. From the date hereof until the termination hereof, the Company and its subsidiaries, the Subsidiaries and the officers, directors, financial employees or legal advisors other agents of the Company and its subsidiaries the Subsidiaries will not, directly or indirectly, (i) take any action to solicit, initiate initiate, facilitate or encourage any Acquisition Proposal or (as defined below), (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its subsidiaries Subsidiary or afford access to the properties, books or records of the Company or any of its subsidiaries Subsidiary to, any person Person that may be considering making, or has made, an Acquisition ProposalProposal or (iii) enter into any agreement or understanding requiring the Company to abandon, terminate or fail to consummate the Merger or the other transactions contemplated hereby. The Company will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify Parent (which notice shall be provided orally and in writing and shall identify the person Person making the relevant Acquisition Proposal and set forth the material terms thereof) Buyer after receipt of any Acquisition Proposal, Proposal or any indication that any person Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its subsidiaries Subsidiary or for access to the properties, books or records of the Company or any of its subsidiaries Subsidiary by any person who is Person that may be considering making making, or has made made, an Acquisition Proposal. The Company Proposal and will keep Parent Buyer fully informed of the status and details of any such Acquisition Proposal Proposal, indication or request. The Company shall, and shall cause its subsidiaries the Subsidiaries and the Company's directors, officers officers, employees, financial advisors and financial other agents and legal advisors of the Company and its subsidiaries representatives to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any persons Persons conducted heretofore with respect to any Acquisition Proposal. Notwithstanding any provision For purposes of this SectionAgreement, nothing in this Section shall prohibit "Acquisition Proposal" means any offer or proposal for, or any indication of interest in, a merger or other business combination involving the Company or its Board any Subsidiary or the acquisition of Directors from taking and disclosing to the Company's stockholders any equity interest in, or a position with respect to an Acquisition Proposal by a third party to the extent required under the 1934 Act or from making such disclosure to the Company's stockholders which, in the judgment substantial portion of the Board of Directors with the advice of outside counselassets of, is required under applicable law; provided that nothing in this sentence shall affect the obligations of the Company and its Board of Directors under or any Subsidiary, other provision of than the transactions contemplated by this Agreement.

Other Offers. From the date hereof until the termination hereofThe Company, the Company SRH and its subsidiariestheir respective Subsidiaries, and the officers, directors, financial or legal advisors of the Company Company, SRH and its subsidiaries their respective Subsidiaries, will not, directly or indirectly, (ia) take any action to solicit, initiate or encourage any Acquisition Proposal or Alternative Offer or (iib) engage in negotiations with, or disclose any nonpublic information relating to the Company Company, SRH or any of its subsidiaries their respective Subsidiaries or afford access to the properties, books or records of the Company Company, SRH or any of its subsidiaries their respective Subsidiaries to, any person Person that may be considering making, or has made, an Acquisition ProposalProposal or Alternative Offer; provided that the Company and SRH may, in response to an unsolicited written proposal from a third party regarding an Acquisition Proposal or Alternative Offer engage in the activities specified in clause (b) of this Section 7.4, if (i) in the opinion of the outside counsel of the Company or of SRH, as the case may be, such action is required for the Board of Directors of the Company or of SRH, as the case may be, to comply with the duties applicable to directors under applicable law and (ii) the Company or SRH has received from such third party an executed confidentiality agreement with terms not materially less favorable to the Company or to SRH than those contained in the Confidentiality Agreement. The Company and SRH will immediately notify Parent orally and will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposalevent) notify Parent in writing (which notice shall be provided orally oral and in writing and written notices shall identify the person Person making the Acquisition Proposal or Alternative Offer or request for information and set forth the material terms thereof) after receipt of having received any Acquisition ProposalProposal or Alternative Offer, indication that any person is considering making an Acquisition Proposal or request for nonpublic information relating to the Company or SRH or any of its subsidiaries their respective Subsidiaries or for access to the properties, books or records of the Company Company, SRH or any of its subsidiaries their respective Subsidiaries by any person Person who is considering making or has made an Acquisition ProposalProposal or Alternative Offer. The Company and SRH will keep Parent fully and currently informed of the status and details of any such Acquisition Proposal or requestAlternative Offer or request and any related discussions or negotiations. The Company and SRH shall, and shall cause its subsidiaries their respective Subsidiaries and the directors, officers and financial and legal advisors of the Company and its subsidiaries to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any persons Persons conducted heretofore with respect to any Acquisition ProposalProposal or Alternative Offer. Notwithstanding any provision of this Section, nothing Nothing in this Section 7.4 shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders of the Company a position with respect to an Acquisition Proposal by a third party to the extent required under the 1934 Exchange Act or from making such disclosure to the Company's stockholders of the Company or of SRH which, in the judgment of the Board outside counsel of Directors with the advice Company or of outside counselSRH, is required under applicable law; provided that nothing in this sentence shall affect the obligations of the Company and its Board of SRH and their respective Boards of Directors under any other provision of this Agreement. For purposes of this Agreement, "Alternative Offer" means any offer or proposal for, or any indication of interest in (a) an acquisition of securities representing 10% or more of the voting power of SRH or 25% or more of the voting power of any Subsidiary of SRH or (b) a purchase, lease or other acquisition or assumption of all or a substantial portion of the assets or deposits of SRH or any of its Subsidiaries. For purposes of this Agreement, "Acquisition Proposal" means any offer or proposal for, or any indication of interest in (w) a merger or consolidation, or any similar transaction, involving the Company or any Significant Subsidiary of the Company, (x) a purchase, lease or other acquisition or assumption of all or a substantial portion of the assets or deposits of the Company or all or substantially all of the assets or deposits of any Significant Subsidiary of the Company, (y) a purchase or other acquisition (including by way of merger, consolidation, share exchange or otherwise) of beneficial ownership (the term "beneficial ownership" for purposes of this Agreement having the meaning assigned thereto in Section 13(d) of the Exchange Act, and the rules and regulations thereunder) of securities representing 10% or more of the voting power of the Company or more than 25% of SRH any Significant Subsidiary of the Company, or (z) any substantially similar transaction.

Other Offers. From the date hereof until Until the termination hereofof this Agreement, the Company and its subsidiaries, and the officers, directors, financial or legal advisors of the Company and its subsidiaries will not, and will not authorize or permit the officers, directors, employees or other agents of the Company and its subsidiaries to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal (defined below) or (ii) subject to the fiduciary duties of the Board of Directors under applicable law, as advised by Winsxxxx Xxxhxxxx & Xinixx X.X., counsel to the Company, and in response to an unsolicited request that has been submitted to the Company's Board of Directors and determined to be a Superior Acquisition Proposal (defined below), engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries to, any person that has advised the Company that it may be considering making, or that has made, an Acquisition Proposal, provided, nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. The Company will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify Parent (which notice shall be provided orally and in writing and shall identify the person making the Acquisition Proposal and set forth the material terms thereof) after receipt of any Acquisition Proposal, Proposal or any indication that any person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person who is that has advised the Company that it may be considering making making, or that has made made, an Acquisition Proposal. The Company Proposal and will keep Parent fully informed of the status and details of any such Acquisition Proposal Proposal, notice or request. The Company shallFor purposes of this Agreement, and shall cause its subsidiaries and the directors, officers and financial and legal advisors of the Company and its subsidiaries to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any persons conducted heretofore with respect to any "Acquisition Proposal. Notwithstanding " means any provision offer or proposal for, or any indication of this Sectioninterest in, nothing in this Section shall prohibit a merger or other business combination involving the Company or any of its Board subsidiaries or the acquisition of Directors from taking and disclosing any significant equity interest in, or a significant portion of the assets of, the Company or any of its subsidiaries, other than the transactions contemplated by this Agreement. "Superior Acquisition Proposal" means an acquisition proposal which a majority of the Company's disinterested directors determines in its good faith judgment (after receiving the advice of the Company's independent financial advisor) to be more favorable to the Company's stockholders a position with respect to an Acquisition Proposal by a third party than the Offer or the Merger, and for which financing, to the extent required under the 1934 Act required, is then committed or from making such disclosure to which a majority of the Company's stockholders which, in the judgment of the Board of Directors with the advice of outside counsel, is required under applicable law; provided that nothing in this sentence shall affect the obligations of the Company and its Board of Directors under any other provision disinterested directors reasonably believes will be available when required. For purposes of this AgreementSection 5.4, direct or indirect ownership of Shares shall not by itself cause a director to not be deemed to be disinterested.

Other Offers. From the date hereof until Until the termination hereofof this Agreement, the Company and its subsidiaries, and the officers, directors, financial or legal advisors of the Company and its subsidiaries will not, and will not authorize or permit the officers, directors, employees or other agents of the Company and its subsidiaries to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal (defined below) or (ii) subject to the fiduciary duties of the Board of Directors of the Company under applicable law, as advised in writing by Wachtell, Lipton, Xxxxx & Xxxx, counsel to the Company, engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries to, any person that has advised the Company or otherwise publicized the fact that such person may be considering making, or that has made, an Acquisition Proposal; provided, nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. The Company will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify Parent (which notice shall be provided orally and in writing and shall identify the person making the Acquisition Proposal and set forth the material terms thereof) after receipt of any Acquisition Proposal, indication Proposal or any notice that any person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person who is that has advised the Company or otherwise publicized the fact that such person may be considering making making, or that has made made, an Acquisition Proposal. The Company Proposal and will keep Parent fully informed of the status and details of any such Acquisition Proposal Proposal, indication or request. The Company shallFor purposes of this Agreement, and shall cause its subsidiaries and the directors, officers and financial and legal advisors of the Company and its subsidiaries to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any persons conducted heretofore with respect to any "Acquisition Proposal. Notwithstanding " means any provision offer or proposal for, or any written indication of this Sectioninterest in, nothing in this Section shall prohibit a merger or other business combination involving the Company or any of its Board subsidiaries or the acquisition of Directors from taking and disclosing to the Company's stockholders any significant equity interest in, or a position with respect to an Acquisition Proposal by a third party to the extent required under the 1934 Act or from making such disclosure to the Company's stockholders which, in the judgment significant portion of the Board of Directors with the advice of outside counselassets of, is required under applicable law; provided that nothing in this sentence shall affect the obligations of the Company and or any of its Board of Directors under any subsidiaries, other provision of than the transactions contemplated by this Agreement.

Other Offers. From the date hereof until the termination hereof, The Company agrees (i) that neither the Company and nor any of its subsidiariesSubsidiaries shall, and the it shall direct and use its reasonable best efforts to cause its officers, directors, financial employees, agents and representatives (including, without limitation, any investment banker, attorney or legal advisors accountant retained by it or any of the Company and its subsidiaries will notSubsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (iincluding, without limitation, any proposal or offer to its stockholders) take or any action indication of interest, with respect to solicitan Acquisition Proposal, initiate or encourage any Acquisition Proposal or (ii) engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, or disclose any nonpublic information Person, relating to the Company or any of its subsidiaries an Acquisition Proposal, or afford access to the properties, books or records of the Company or any of its subsidiaries to, Subsidiaries to any person Person that may be considering making, or has made, an Acquisition Proposal. The Company will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify Parent (which notice shall be provided orally and in writing and shall identify the person making the Acquisition Proposal and set forth the material terms thereof) after receipt of any Acquisition Proposal, indication that any person is considering making an Acquisition Proposal or request for nonpublic information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person who is considering making or has made or has stated an intention to make, an Acquisition Proposal. The Company , or release any third party from any obligations under any existing standstill agreement or arrangement, or enter into any agreement with respect to an Acquisition Proposal; (ii) that it will keep Parent fully informed of the status and details of any such Acquisition Proposal or request. The Company shall, and shall cause its subsidiaries and the directors, officers and financial and legal advisors of the Company and its subsidiaries to, immediately cease immediately and cause to be terminated all any existing or previously conducted activities, discussions or negotiations, if any, negotiations with any persons conducted heretofore parties with respect to any Acquisition Proposal; and (iii) that it will notify Parent with reasonable promptness (but in no event later than two Business Days thereafter) if any such inquiries or proposals are received by, any such information or access is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it. Notwithstanding any provision the foregoing, prior to the approval and adoption of this SectionAgreement by the stockholders of the Company, nothing in this Section shall prohibit the Company or its Board of Directors from taking (or any committee thereof) may (x) take any action as contemplated by Section 10.01(d)(ii) and disclosing to the Company's stockholders a position (y) directly or indirectly furnish nonpublic information and data and access to, and participate in discussions and negotiations with respect and may solicit or encourage inquiries and proposals or offers from, any Person in response to an unsolicited bona fide written Acquisition Proposal by a third party to the extent required under the 1934 Act or from making such disclosure to the Company's stockholders whichProposal, if (in the judgment case of clauses (x) and (y)) the Board of Directors of the Company (or any committee thereof) has concluded in good faith, after consultation with outside counsel and financial advisors, that such action is reasonably likely to lead to a Superior Proposal and is reasonably necessary for the advice Board of outside counselDirectors (or any committee thereof) to act in a manner consistent with its fiduciary duties under applicable Law, except that prior to furnishing non-public information and data and access to such Person, the Company receives from such Person an executed confidentiality agreement with terms not in the aggregate less favorable to the Company than those contained in the Confidentiality Agreement; provided further that the Board of Directors of the Company (or any committee thereof) shall not (i) change its recommendation to holders of the Company Stock solely because of receipt of an Acquisition Proposal, (ii) approve or recommend or propose publicly to approve or recommend an Acquisition Proposal or (iii) cause the Company or any of its Subsidiaries to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal, except, in each case, in response to a bona fide unsolicited written Acquisition Proposal from a Third Party that the Board of Directors of the Company (or any committee thereof) determines in good faith, after consultation with its legal and financial advisors, is required under applicable lawa Superior Proposal; provided that nothing in this sentence the Company may enter into a definitive agreement with respect to such Acquisition Proposal only if at least two Business Days prior to the entry into or announcement of an intention to enter into a definitive merger, acquisition or similar agreement with respect to such Acquisition Proposal, the Company shall affect have provided written notice to Parent advising Parent of its intention to enter into a definitive agreement with respect to such Acquisition Proposal and specifying the obligations material terms and conditions of such Acquisition Proposal (it being understood that any amendment of the price or other material term of any such Acquisition Proposal prior to the expiration of such two Business Day Period shall require an additional notice and a new two Business Day period). If, within such two Business Day period, Parent does not make an offer that the Board of Directors of the Company concludes, in good faith and after consultation with its Board financial and legal advisors, is at least as favorable to the stockholders of Directors under the Company as such Acquisition Proposal, the Company may proceed with such Acquisition Proposal. For clarification purposes, the Company shall not enter into any other provision binding agreement with respect to any such Acquisition Proposal prior to the expiration of this Agreementsuch two Business Day period.

Other Offers. From the date hereof until the termination hereof, the Company and its subsidiariesSubsidiaries will not, and the Company shall use reasonable efforts to cause the officers, directors, financial employees or legal advisors other agents of the Company and its subsidiaries will notthe Subsidiaries not to, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal or (ii) subject to the fiduciary duties of the Board of Directors under applicable law as advised by counsel to the Company, engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its subsidiaries Subsidiary or afford access to the properties, books or records of the Company or any of its subsidiaries Subsidiary to, any person Person that may be considering making, or has made, an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company, the Company's directors or the Special Committee from furnishing nonpublic information to, or affording access to the properties, books or records of the Company or any Subsidiary to, or entering into discussions or an agreement with, any Person in connection with an unsolicited Acquisition Proposal by such Person or recommending an unsolicited Acquisition Proposal to the stockholders of the Company, if and only to the extent that (1) the Company's directors or the Special Committee, as the case may be, determine in good faith after consultation with outside legal counsel that such action is necessary to comply with their fiduciary duties to the stockholders of the Company under applicable law and (2) prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person, the Company's directors or the Special Committee, as the case may be, receive from such Person an executed confidentiality agreement with customary terms. The Company will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify Parent (which notice shall be provided orally and in writing and shall identify the person making the Acquisition Proposal and set forth the material terms thereof) after receipt of any Acquisition Proposal, Proposal or any indication that any person Person is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its subsidiaries Subsidiary or for access to the properties, books or records of the Company or any of its subsidiaries Subsidiary by any person who is Person that may be considering making making, or has made made, an Acquisition Proposal. The Company Proposal and will keep Parent fully informed of the status and details of any such Acquisition Proposal Proposal, indication or request. The Company shallFor purposes of this Agreement, and shall cause its subsidiaries and the directors, officers and financial and legal advisors of the Company and its subsidiaries to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any persons conducted heretofore with respect to any "Acquisition Proposal. Notwithstanding " means any provision offer or proposal for, or any indication of this Sectioninterest in, nothing in this Section shall prohibit a merger or other business combination involving the Company or its Board any Subsidiary or the acquisition of Directors from taking and disclosing to the Company's stockholders any equity interest in, or a position with respect to an Acquisition Proposal by a third party to the extent required under the 1934 Act or from making such disclosure to the Company's stockholders which, in the judgment substantial portion of the Board of Directors with the advice of outside counselassets of, is required under applicable law; provided that nothing in this sentence shall affect the obligations of the Company and its Board of Directors under or any Subsidiary, other provision of than the transactions contemplated by this Agreement.