Common use of Restrictions on Parent Clause in Contracts

Restrictions on Parent. (i) Parent and each of its Subsidiaries will not, nor will they authorize or permit any officer, director, employee, consultant or contractor of or any investment banker, attorney, accountant or other advisor or representative of, Parent or any of its Subsidiaries to, directly or indirectly, (A) solicit, initiate or encourage the submission of any Parent Acquisition Proposal (as hereinafter defined) or (B) participate in any discussions or negotiations regarding, or furnish to any person any information in respect of, or take any other action to facilitate, any Parent Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Parent Acquisition Proposal, other than in compliance with Section 6.3(b). (ii) If Parent receives an unsolicited Parent Acquisition Proposal, Parent shall provide written notice of such proposal and the terms thereof to the Company within three business days of such receipt, and shall update the Company as to the progress of such discussions with comparable promptness during the pendancy thereof. Upon execution and delivery of any definitive agreement in respect of such a Parent Acquisition Proposal (a “Parent Acquisition Agreement”), Parent shall deliver a true and complete copy thereof (including all schedules, exhibits and side agreements) to the Company. Parent shall not agree to any Parent Acquisition Agreement that does not (a) provide for the APAR Holders to receive such consideration as they would have been entitled to had the Contemplated Transactions been consummated prior to the record date for the transactions contemplated by the Parent Acquisition Agreement and (b) provide that no amendments of the Parent Acquisition Agreement affecting such consideration or the economic effect of the transactions contemplated by the Parent Acquisition Agreement upon any APAR Holder shall be effective without the prior written consent of all APAR Holders. Upon execution and delivery by Parent of a Parent Acquisition Agreement, the Company shall then have the option, exercisable by written notice to Parent at any time within three business days of the delivery to the Company, to terminate this Agreement and receive the payment described in Section 6.3(b)(iii) below. “Parent Acquisition Proposal” means an inquiry, offer or proposal regarding any of the following (other than the Contemplated Transactions) involving Parent: (v) any merger, consolidation, share exchange (other than the share exchange provided for in the Securities Exchange Agreement), recapitalization, business combination or other similar transaction; (w) any sale of shares of capital stock of Parent after which stockholders of Parent immediately prior to such sale would hold less than a majority of the outstanding capital stock of Parent; (x) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of Parent in a single transaction or series of related transactions; or (y) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

Restrictions on Parent. (i) During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or the Effective Time, Parent and each of its Subsidiaries will shall not, nor will shall they authorize or permit any officerof their respective officers, directordirectors, employee, consultant affiliates or contractor of employees or any investment banker, attorney, accountant attorney or other advisor or representative of, Parent or retained by any of its Subsidiaries them to, directly or indirectly, indirectly (A) solicit, initiate initiate, encourage or encourage induce the making, submission or announcement of any Parent Acquisition Proposal (as hereinafter defineddefined in Section 6.4(b)(ii) or hereof); (B) participate in any discussions or negotiations regarding, or furnish to any person any non-public information in with respect ofto, or take any other action to facilitate, any Parent Acquisition Proposal or facilitate any inquiries or the making of any proposal that constitutes, constitutes or may reasonably be expected to lead to, any Parent Acquisition Proposal, other than in compliance with Section 6.3(b). (ii) If Parent receives an unsolicited Parent Acquisition Proposal, Parent shall provide written notice of such proposal and the terms thereof to the Company within three business days of such receipt, and shall update the Company as to the progress of such discussions with comparable promptness during the pendancy thereof. Upon execution and delivery of any definitive agreement in respect of such a Parent Acquisition Proposal (a “Parent Acquisition Agreement”), Parent shall deliver a true and complete copy thereof (including all schedules, exhibits and side agreements) to the Company. Parent shall not agree or relating to any Parent Acquisition Agreement that does not Transaction; (aC) provide for the APAR Holders engage in discussions with any person with respect to receive such consideration as they would have been entitled to had the Contemplated Transactions been consummated prior to the record date for the transactions contemplated by the Parent Acquisition Agreement and (b) provide that no amendments of the Parent Acquisition Agreement affecting such consideration or the economic effect of the transactions contemplated by the Parent Acquisition Agreement upon any APAR Holder shall be effective without the prior written consent of all APAR Holders. Upon execution and delivery by Parent of a Parent Acquisition Agreement, the Company shall then have the option, exercisable by written notice to Parent at any time within three business days of the delivery to the Company, to terminate this Agreement and receive the payment described in Section 6.3(b)(iii) below. “Parent Acquisition Proposal” means ; (D) subject to Section 6.2(d) hereof, -57- 62 (1) at least forty-eight (48) hours prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such person or group, Parent gives Company written notice of the identity of such person or group and of Parent's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such person or group, and (2) Parent receives from such person or group an inquiryexecuted confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person or group by or on behalf of Parent and containing terms no less favorable to the disclosing party than the terms of the Confidentiality Agreement; and (z) contemporaneously with furnishing any such nonpublic information to such person or group, offer Parent furnishes such nonpublic information to Company (to the extent such nonpublic information has not been previously furnished by Parent to Company). Parent and its Subsidiaries shall immediately cease any and all existing activities, discussions or proposal regarding negotiations with any parties conducted heretofore with respect to any Parent Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 6.4(b) by any officer or director of Parent or any of the following (other than the Contemplated Transactions) involving Parent: (v) its Subsidiaries or any mergerinvestment banker, consolidation, share exchange (other than the share exchange provided for in the Securities Exchange Agreement), recapitalization, business combination attorney or other similar transaction; (w) any sale of shares of capital stock advisor or representative of Parent after which stockholders of Parent immediately prior to such sale would hold less than a majority of the outstanding capital stock of Parent; (x) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of Parent in a single transaction or series of related transactions; or (y) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement its Subsidiaries shall be deemed to engage in any be a breach of the foregoing.this Section 6.4(b)

Restrictions on Parent. (i) During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or the Effective Time, Parent and each of its Subsidiaries will shall not, nor will shall they authorize or permit any officerof their respective officers, directordirectors, employee, consultant affiliates or contractor of employees or any investment banker, attorney, accountant attorney or other advisor or representative of, Parent or retained by any of its Subsidiaries them to, directly or indirectly, indirectly (A) solicit, initiate initiate, encourage or encourage induce the making, submission or announcement of any Parent Acquisition Proposal (as hereinafter defineddefined in Section 6.4(b)(ii) or hereof); (B) participate in any discussions or negotiations ------------------ regarding, or furnish to any person any non-public information in with respect ofto, or take any other action to facilitate, any Parent Acquisition Proposal or facilitate any inquiries or the making of any proposal that constitutes, constitutes or may reasonably be expected to lead to, any Parent Acquisition Proposal, other than in compliance with Section 6.3(b). (ii) If Parent receives an unsolicited Parent Acquisition Proposal, Parent shall provide written notice of such proposal and the terms thereof to the Company within three business days of such receipt, and shall update the Company as to the progress of such discussions with comparable promptness during the pendancy thereof. Upon execution and delivery of any definitive agreement in respect of such a Parent Acquisition Proposal (a “Parent Acquisition Agreement”), Parent shall deliver a true and complete copy thereof (including all schedules, exhibits and side agreements) to the Company. Parent shall not agree or relating to any Parent Acquisition Agreement that does not Transaction; (aC) provide for the APAR Holders engage in discussions with any person with respect to receive such consideration as they would have been entitled to had the Contemplated Transactions been consummated prior to the record date for the transactions contemplated by the Parent Acquisition Agreement and (b) provide that no amendments of the Parent Acquisition Agreement affecting such consideration or the economic effect of the transactions contemplated by the Parent Acquisition Agreement upon any APAR Holder shall be effective without the prior written consent of all APAR Holders. Upon execution and delivery by Parent of a Parent Acquisition Agreement, the Company shall then have the option, exercisable by written notice to Parent at any time within three business days of the delivery to the Company, to terminate this Agreement and receive the payment described in Section 6.3(b)(iii) below. “Parent Acquisition Proposal” means an inquiry, offer or proposal regarding any of the following (other than the Contemplated Transactions) involving Parent: (v) any merger, consolidation, share exchange (other than the share exchange provided for in the Securities Exchange Agreement), recapitalization, business combination or other similar transaction; (wD) subject to Section 6.2(d) hereof, approve, endorse or recommend -------------- any sale of shares of capital stock of Parent after which stockholders of Parent immediately prior to such sale would hold less than a majority of the outstanding capital stock of Parent; (x) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of Parent in a single transaction or series of related transactionsAcquisition Proposal; or (yE) enter into any public announcement letter of a proposalintent or similar document or any contract, plan agreement or commitment contemplating or otherwise relating to any Parent Acquisition (1) at least forty-eight (48) hours prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such person or group, Parent gives Company written notice of the identity of such person or group and of Parent's intention to do furnish nonpublic information to, or enter into discussions or negotiations with, such person or group, and (2) Parent receives from such person or group an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person or group by or on behalf of Parent and containing terms no less favorable to the disclosing party than the terms of the Confidentiality Agreement; and (z) contemporaneously with furnishing any such nonpublic information to such person or group, Parent furnishes such nonpublic information to Company (to the extent such nonpublic information has not been previously furnished by Parent to Company). Parent and its Subsidiaries shall immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Parent Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 6.4(b) by any officer or director of -------------- Parent or any of the foregoing its Subsidiaries or any agreement to engage in investment banker, attorney or other advisor or representative of Parent or any of the foregoing.its Subsidiaries shall be deemed to be a breach of this Section 6.4(b)

Restrictions on Parent. (i) During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or the Effective Time, Parent and each of its Subsidiaries will shall not, nor will shall they authorize or permit any officerof their respective officers, directordirectors, employee, consultant affiliates or contractor of employees or any investment banker, attorney, accountant attorney or other advisor or representative of, Parent or retained by any of its Subsidiaries them to, directly or indirectly, indirectly (A) solicit, initiate initiate, encourage or encourage induce the making, submission or announcement of any Parent Acquisition Proposal (as hereinafter defineddefined in Section 6.4(b)(ii) or hereof); (B) participate in any discussions ------------------ or negotiations regarding, or furnish to any person any non-public information in with respect ofto, or take any other action to facilitate, any Parent Acquisition Proposal or facilitate any inquiries or the making of any proposal that constitutes, constitutes or may reasonably be expected to lead to, any Parent Acquisition Proposal, other than in compliance with Section 6.3(b). (ii) If Parent receives an unsolicited Parent Acquisition Proposal, Parent shall provide written notice of such proposal and the terms thereof to the Company within three business days of such receipt, and shall update the Company as to the progress of such discussions with comparable promptness during the pendancy thereof. Upon execution and delivery of any definitive agreement in respect of such a Parent Acquisition Proposal (a “Parent Acquisition Agreement”), Parent shall deliver a true and complete copy thereof (including all schedules, exhibits and side agreements) to the Company. Parent shall not agree or relating to any Parent Acquisition Agreement that does not Transaction; (aC) provide for the APAR Holders engage in discussions with any person with respect to receive such consideration as they would have been entitled to had the Contemplated Transactions been consummated prior to the record date for the transactions contemplated by the Parent Acquisition Agreement and (b) provide that no amendments of the Parent Acquisition Agreement affecting such consideration or the economic effect of the transactions contemplated by the Parent Acquisition Agreement upon any APAR Holder shall be effective without the prior written consent of all APAR Holders. Upon execution and delivery by Parent of a Parent Acquisition Agreement, the Company shall then have the option, exercisable by written notice to Parent at any time within three business days of the delivery to the Company, to terminate this Agreement and receive the payment described in Section 6.3(b)(iii) below. “Parent Acquisition Proposal” means ; (D) subject to Section 6.2(d) hereof, -------------- -57- (1) at least forty-eight (48) hours prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such person or group, Parent gives Company written notice of the identity of such person or group and of Parent's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such person or group, and (2) Parent receives from such person or group an inquiryexecuted confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person or group by or on behalf of Parent and containing terms no less favorable to the disclosing party than the terms of the Confidentiality Agreement; and (z) contemporaneously with furnishing any such nonpublic information to such person or group, offer Parent furnishes such nonpublic information to Company (to the extent such nonpublic information has not been previously furnished by Parent to Company). Parent and its Subsidiaries shall immediately cease any and all existing activities, discussions or proposal regarding negotiations with any parties conducted heretofore with respect to any Parent Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 6.4(b) by any officer or director of Parent or any of the following (other than the Contemplated Transactions) involving Parent: (v) its Subsidiaries or any mergerinvestment banker, consolidation, share exchange (other than the share exchange provided for in the Securities Exchange Agreement), recapitalization, business combination attorney or other similar transaction; (w) any sale of shares of capital stock advisor or representative of Parent after which stockholders of Parent immediately prior to such sale would hold less than a majority of the outstanding capital stock of Parent; (x) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of Parent in a single transaction or series of related transactions; or (y) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement its Subsidiaries shall be deemed to engage in any be a breach of the foregoing.this Section 6.4(b)

Restrictions on Parent. (i) From and after the date of this Agreement until the Effective Time of Merger I or termination of this Agreement pursuant to Article VII, Parent and each of its Subsidiaries will not, nor will they it authorize or knowingly permit any officer, director, employee, consultant or contractor of or any investment banker, attorney, accountant or other advisor or representative of, Parent or any of its Subsidiaries respective officers, directors, affiliates, employees, investment bankers, attorneys or other advisors or representatives retained by any of them (collectively, "Representatives") to (and shall instruct its Representatives not to), directly or indirectly, (A) solicit, initiate initiate, encourage or encourage take any other action to facilitate any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer, that constitutes or could reasonably be expected to lead to any Parent Acquisition Proposal (as hereinafter defined) or Proposal, (B) participate in any discussions or negotiations regardingrelating to, or furnish to any person Person any information in relating to, a Parent Acquisition Proposal, (C) subject to Section 5.15(a)(ii), approve, endorse or recommend any Parent Acquisition Proposal, (D) grant any waiver or release under any standstill or similar agreement with respect ofto any class of equity securities of Parent or any of its subsidiaries, or (E) subject to Section 5.15(a)(ii), enter into any letter of intent, agreement in principle or similar document or any agreement or commitment contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, until the date on which the issuance of shares of Parent Common Stock in Merger I is approved by the required vote of the Parent stockholders, this Section 5.15(a) shall not prohibit Parent from furnishing information to or entering into discussions or negotiations with respect to a Parent Acquisition Proposal with any Person or group if (1) Parent receives an unsolicited written Parent Acquisition Proposal from such Person or group (which is not withdrawn) which the Parent Board of Directors determines in its good faith judgment after consultation with its financial advisors and outside legal counsel is a Parent Superior Proposal or could reasonably be expected to lead to a Parent Superior Proposal, (2) the Board of Directors of Parent concludes in good faith by a majority vote, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary obligations to Parent's stockholders under applicable law, (3) neither Parent nor any of its Representatives shall have violated any of the restrictions set forth in this Section 5.15(a) in connection with such Parent Acquisition Proposal, (4) (x) at least one (1) business day prior to furnishing any such information to, or entering into discussions or negotiations with, such Person or group, Parent gives Raven written notice of the identity of such Person or group and of Parent's intention to furnish information to, or enter into discussions or negotiations with, such Person or group and (y) Parent receives from such Person or group an executed confidentiality agreement containing terms no less favorable to Parent than the terms of the Confidentiality Agreement and (5) contemporaneously with furnishing any such information to such Person or group, Parent furnishes such information to Raven (to the extent such information has not been previously furnished by Parent to Raven). Parent will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Parent Acquisition Proposal and, consistent with the terms of any confidentiality or other action agreement with any such party, shall use its commercially reasonable efforts to facilitatecause any such party (or its Representatives) in possession of confidential information about Parent that was furnished by or on behalf of Parent to return or destroy all such information. In addition to the foregoing, Parent shall provide Raven with at least forty-eight (48) hours prior written notice (or such lesser prior notice as provided to Parent's directors) of any meeting of Parent's Board of Directors at which Parent's Board of Directors is reasonably expected to consider a Parent Acquisition Proposal and together with such notice a copy of the documentation relating to such Parent Acquisition Proposal. (ii) Neither Parent's Board of Directors nor any committee thereof shall (A) make a Parent Recommendation Change, (B) approve, endorse or recommend any Parent Acquisition Proposal or publicly propose to approve, endorse or recommend any inquiries Parent Acquisition Proposal or the making of resolve or agree to take any proposal that constitutessuch action, or may (C) enter into any letter of intent, agreement in principle or similar document or any Contract or commitment (each, a "Parent Acquisition Agreement") contemplating or otherwise relating to, or which is intended or is reasonably be expected likely to lead to, any Parent Acquisition Transaction (other than a confidentiality agreement referred to in Section 5.15(a)(i)(4)(y)) or resolve or agree to take any such action. Notwithstanding anything in this Section 5.15(a)(ii) to the contrary, at any time prior to obtaining the approval of Parent's stockholders to the issuance of shares of Parent Common Stock in Merger I, if the Parent Board of Directors concludes in good faith by a majority vote, after consultation with its outside counsel, that as a result of the receipt of a Parent Superior Proposal that did not result from a violation of the restrictions set forth in Section 5.15(a)(i), the failure to do so would be inconsistent with its fiduciary duties to Parent's stockholders under applicable law, the Parent Board of Directors may make a Parent Recommendation Change and cause Parent to terminate this Agreement pursuant to Section 7.1(i) and concurrently enter into a Parent Acquisition Agreement with respect to which a Parent Recommendation Change has been made; provided, however, that Parent shall not terminate this Agreement pursuant to Section 7.1(i), and any purported termination pursuant to Section 7.1(i) shall be void and of no force and effect unless, Parent shall have complied with all the provisions of this Section 5.15(a) (including the notification provisions of this Section 5.15(a)), and with all applicable requirements of Section 7.3(a) (including payment of the Parent Termination Fee prior to or concurrently with such termination) in connection with such Parent Superior Proposal; provided further, however, that Parent shall not exercise its right to terminate this Agreement pursuant to Section 7.1(i) until (x) after the fifth business day following delivery of written notice to Raven (a "Parent Notice of Superior Proposal") from Parent advising Raven that the Parent Board of Directors has received a Parent Superior Proposal, attaching the most current version of any proposed transaction agreement with the party making the Parent Superior Proposal or a detailed summary of all material terms and conditions of the Parent Superior Proposal, identifying the Person making the Parent Superior Proposal and stating that Parent's Board of Directors intends to exercise its right to terminate this Agreement pursuant to Section 7.1(i) (it being understood and agreed that prior to any such termination taking effect, any amendment to the price or any other than in compliance with Section 6.3(bmaterial term of such Parent Superior Proposal shall require a new Parent Notice of Superior Proposal and a new five (5) business day period), and (y) during such five (5) business day period after delivery of the Parent Notice of Superior Proposal, Raven does not make an offer to make adjustments to the terms and conditions of this Agreement such that the Parent Acquisition Proposal no longer constitutes a Parent Superior Proposal. (iiiii) If Parent receives an unsolicited For purposes of this Agreement, "Parent Acquisition Proposal, Parent " shall provide written notice of such mean any offer or proposal and the terms thereof to the Company within three business days of such receipt, and shall update the Company as to the progress of such discussions with comparable promptness during the pendancy thereof. Upon execution and delivery of any definitive agreement in respect of such a Parent Acquisition Proposal (a “Parent Acquisition Agreement”), Parent shall deliver a true and complete copy thereof (including all schedules, exhibits and side agreementsother than an offer or proposal by Raven) to the Company. Parent shall not agree relating to any Parent Acquisition Agreement that does not (a) provide for Transaction. For the APAR Holders to receive such consideration as they would have been entitled to had the Contemplated Transactions been consummated prior to the record date for the transactions contemplated by the purposes of this Agreement, "Parent Acquisition Agreement and (b) provide that no amendments of the Parent Acquisition Agreement affecting such consideration or the economic effect of the transactions contemplated by the Parent Acquisition Agreement upon Transaction" shall mean any APAR Holder shall be effective without the prior written consent of all APAR Holders. Upon execution and delivery by Parent of a Parent Acquisition Agreement, the Company shall then have the option, exercisable by written notice to Parent at any time within three business days of the delivery to the Company, to terminate this Agreement and receive the payment described in Section 6.3(b)(iii) below. “Parent Acquisition Proposal” means an inquiry, offer or proposal regarding any of the following (other than the Contemplated Transactions) involving Parent: (v) any merger, consolidation, share exchange (other than the share exchange provided for in the Securities Exchange Agreement), recapitalization, business combination or other similar transaction; (w) any sale of shares of capital stock of Parent after which stockholders of Parent immediately prior to such sale would hold less than a majority of the outstanding capital stock of Parent; (x) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of Parent in a single transaction or series of related transactions; or transactions other than the transactions contemplated by this Agreement involving: (yA) any public announcement of a proposal, plan acquisition or intention to do purchase by any Person or "group" (as defined under Section 13(d) of the foregoing or any agreement to engage in any of Exchange Act and the foregoing.rules and regulations

Restrictions on Parent. (ia) From and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article VI, Parent and each of its Subsidiaries will shall not, nor will they shall it authorize or permit any officerof the Parent Subsidiaries or its officers, director, employee, consultant directors or contractor of employees or any investment banker, attorney, accountant attorney or other advisor or representative of, Parent or retained by any of its Subsidiaries them (collectively, the "Representatives") to, directly or indirectly, (Ai) solicit, initiate or knowingly encourage the submission of any Parent Acquisition Proposal (as hereinafter defined) or defined below), (Bii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information in with respect ofto, or take any other action to facilitate, any Parent Acquisition Proposal or facilitate any inquiries or the making of of, any proposal that constitutes, or may would reasonably be expected to lead to, any Parent Acquisition Proposal, other than or (iii) enter into any agreement or agreement in compliance principle with respect to any Parent Acquisition Proposal or requiring Parent to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder; provided, however, that the foregoing shall not prohibit Parent from furnishing information (public or non-public) to, or entering into discussions or negotiations with, any person that makes a Parent Acquisition Proposal that was not solicited by Parent in breach of this Section 6.3(b4.11(a) or taking any of the actions set forth in clauses (i). , (ii) If or (iii) above with any person after receipt of a Parent receives Acquisition Proposal that was not solicited by Parent in breach of this Section 4.11(a), if the Parent Board concludes in good faith, after consultation with its outside legal counsel, that failure to take any of the actions above would create a reasonable possibility of a breach of the fiduciary duties of the Parent Board under Applicable Law; provided that Parent (x) will not, and will not permit any of the Parent Subsidiaries or Parent's and the Parent Subsidiaries' respective Representatives to, disclose any non-public information to such person without first entering into an unsolicited Acceptable Parent Confidentiality Agreement (as defined below) with such person and (y) will promptly provide to Company any non-public information concerning Parent or the Parent Subsidiaries provided to such other person which was not previously provided to Company. Parent shall provide prompt (but in no event more than 24 hours after receipt of the Parent Acquisition Proposal) written notice to Company of (1) the receipt of any such Parent Acquisition Proposal, Parent shall provide written notice of such proposal and the terms thereof to the Company within three business days of such receipt, and shall update the Company as to the progress of such discussions with comparable promptness during the pendancy thereof. Upon execution and delivery of any definitive agreement in respect of such a Parent Acquisition Proposal (a “Parent Acquisition Agreement”), Parent shall deliver a true and complete copy thereof (including all schedules, exhibits and side agreements) to the Company. Parent shall not agree modification or amendment to any Parent Acquisition Agreement that does not Proposal, (a2) provide for the APAR Holders to receive material terms and conditions of such consideration as they would have been entitled to had the Contemplated Transactions been consummated prior to the record date for the transactions contemplated by the Parent Acquisition Agreement and (b) provide that no amendments of the Parent Acquisition Agreement affecting such consideration or the economic effect of the transactions contemplated by the Parent Acquisition Agreement upon any APAR Holder shall be effective without the prior written consent of all APAR Holders. Upon execution and delivery by Parent of a Parent Acquisition Agreement, the Company shall then have the option, exercisable by written notice to Parent at any time within three business days of the delivery to the Company, to terminate this Agreement and receive the payment described in Section 6.3(b)(iii) below. “Parent Acquisition Proposal” means an inquiry, offer or proposal regarding any (3) the identity of the following such person making such Parent Acquisition Proposal and (other than the Contemplated Transactions4) involving Parent: (v) any merger, consolidation, share exchange (other than the share exchange provided for in the Securities Exchange Agreement), recapitalization, business combination or other similar transaction; (w) any sale of shares of capital stock of Parent after which stockholders of Parent immediately prior to such sale would hold less than a majority of the outstanding capital stock of Parent; (x) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of Parent in a single transaction or series of related transactions; or (y) any public announcement of a proposal, plan or 's intention to do any of the foregoing furnish information to, or any agreement enter into discussions or negotiations with, such person. Parent shall continue to engage in any of the foregoing.keep Company informed

Restrictions on Parent. (i) During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or the Effective Time, Parent and each of its Subsidiaries will shall not, nor will shall they authorize or permit any officerof their respective officers, directordirectors, employee, consultant affiliates or contractor of employees or any investment banker, attorney, accountant attorney or other advisor or representative of, Parent or retained by any of its Subsidiaries them to, directly or indirectly, indirectly (A) solicit, initiate initiate, encourage or encourage induce the making, submission or announcement of any Parent Acquisition Proposal (as hereinafter defineddefined in Section 6.4(b)(ii) or hereof); (B) participate in any discussions or negotiations regarding, or furnish to any person any non-public information in with respect ofto, or take any other action to facilitate, any Parent Acquisition Proposal or facilitate any inquiries or the making of any proposal that constitutes, constitutes or may reasonably be expected to lead to, any Parent Acquisition Proposal, other than in compliance with Section 6.3(b). (ii) If Parent receives an unsolicited Parent Acquisition Proposal, Parent shall provide written notice of such proposal and the terms thereof to the Company within three business days of such receipt, and shall update the Company as to the progress of such discussions with comparable promptness during the pendancy thereof. Upon execution and delivery of any definitive agreement in respect of such a Parent Acquisition Proposal (a “Parent Acquisition Agreement”), Parent shall deliver a true and complete copy thereof (including all schedules, exhibits and side agreements) to the Company. Parent shall not agree or relating to any Parent Acquisition Agreement that does not Transaction; (aC) provide for the APAR Holders engage in discussions with any person with respect to receive such consideration as they would have been entitled to had the Contemplated Transactions been consummated prior to the record date for the transactions contemplated by the Parent Acquisition Agreement and (b) provide that no amendments of the Parent Acquisition Agreement affecting such consideration or the economic effect of the transactions contemplated by the Parent Acquisition Agreement upon any APAR Holder shall be effective without the prior written consent of all APAR Holders. Upon execution and delivery by Parent of a Parent Acquisition Agreement, the Company shall then have the option, exercisable by written notice to Parent at any time within three business days of the delivery to the Company, to terminate this Agreement and receive the payment described in Section 6.3(b)(iii) below. “Parent Acquisition Proposal” means an inquiry, offer or proposal regarding any of the following (other than the Contemplated Transactions) involving Parent: (v) any merger, consolidation, share exchange (other than the share exchange provided for in the Securities Exchange Agreement), recapitalization, business combination or other similar transaction; (wD) subject to Section 6.2(d) hereof, approve, endorse or recommend any sale of shares of capital stock of Parent after which stockholders of Parent immediately prior to such sale would hold less than a majority of the outstanding capital stock of Parent; (x) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of Parent in a single transaction or series of related transactionsAcquisition Proposal; or (yE) enter into any public announcement letter of a proposalintent or similar document or any contract, plan agreement or commitment contemplating or otherwise relating to any Parent Acquisition A-40 45 (1) at least forty-eight (48) hours prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such person or group, Parent gives Company written notice of the identity of such person or group and of Parent's intention to do furnish nonpublic information to, or enter into discussions or negotiations with, such person or group, and (2) Parent receives from such person or group an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person or group by or on behalf of Parent and containing terms no less favorable to the disclosing party than the terms of the Confidentiality Agreement; and (z) contemporaneously with furnishing any such nonpublic information to such person or group, Parent furnishes such nonpublic information to Company (to the extent such nonpublic information has not been previously furnished by Parent to Company). Parent and its Subsidiaries shall immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Parent Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 6.4(b) by any officer or director of Parent or any of the foregoing its Subsidiaries or any agreement to engage in investment banker, attorney or other advisor or representative of Parent or any of the foregoing.its Subsidiaries shall be deemed to be a breach of this Section 6.4(b)