Common use of Solicitation by the Company Clause in Contracts

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from and after the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated in accordance with Article VIII, the Company agrees that it shall not, and shall cause the Company’s Affiliates not to, and shall direct and use commercially reasonable efforts to cause its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or facilitate (including by way of providing information or taking any other action) any inquiry, proposal, offer, request for information, expression of interest or the making, submission or announcement of any inquiry, proposal, offer, request for information or expression of interest from any Person which constitutes or may reasonably be expected to result in, an Acquisition Proposal, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations regarding, or furnish to any Person any information relating to the Company or any Company Subsidiary in connection with or in response to an Acquisition Proposal, (iii) adopt, approve, endorse or recommend, or publicly propose to adopt, approve, endorse or recommend any Acquisition Proposal, (iv) withdraw (or change, amend, modify or qualify in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, or commit or agree to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior to the Effective Time, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to include the Company Board Recommendation in the Joint Proxy Statement, (viii) exempt any Person other than Parent or Merger Sub from any Takeover Statute or approve or authorize, or cause or permit the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement or partnership agreement providing for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.3) (a “Company Acquisition Agreement”) or (ix) commit or agree to do any of the foregoing (the acts described in clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix)), a “Change of Recommendation”). Immediately following the execution of this Agreement, the Company shall, and shall cause the Company’s Affiliates to, and shall direct and use commercially reasonable efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons (or provision of any non-public information to any Persons) with respect to any inquiry, proposal, offer, request for non-public information or expression of interest that constitutes, or may reasonably be expected to result in, an Acquisition Proposal. Promptly following the execution of this Agreement, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Law. For purposes of this Section 5.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parent, the Company or any Company Subsidiary or any of their Representatives. Notwithstanding the limitations set forth in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3, the Company and the Company Subsidiaries and the Company’s Representatives may contact the Person or any of its Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 shall not, in and of themselves, be deemed to be a Change of Recommendation.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof of this Agreement until the earlier of the Effective Acceptance Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, and except as otherwise specifically provided for in accordance with Article VIIIthis Agreement, the Company agrees that it shall not, not (and shall cause the Company’s Affiliates Company Subsidiary not to), and that it shall not authorize its directors, officers, employees and other Representatives to, and shall direct and use commercially its reasonable best efforts to cause its and their respective Representatives such persons not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or facilitate (including by way of providing information or taking any other actioninformation) any inquiry, proposal, proposal or offer, request for information, expression of interest or the making, submission or announcement of any inquiry, proposal, offer, request for information proposal or expression of interest from any Person offer which constitutes or may would be reasonably be expected to result in, lead to an Acquisition Proposal, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with an actual or in response to an potential Acquisition Proposal, (iii) adopt, approve, endorse approve or recommend, or propose publicly propose to adoptapprove or recommend, approve, endorse or recommend any Acquisition Proposal, (iv) withdraw (or withdraw, change, amend, modify or qualify qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, or commit or agree to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within ten (10) business days of the request of Parent and reaffirm the Company Board Recommendation within such ten (10) Business Days (or, with respect to any material amendments, revisions or changes to the terms of any business day period upon such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior to the Effective Time, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a)request, (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to include the Company Board Recommendation in the Joint Proxy Statement, (viii) exempt any Person other than Parent or Merger Sub from any Takeover Statute or approve or authorize, or cause or permit the Company or any Company Subsidiary to enter into, into any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture intent or similar agreement or partnership document relating to, or any other agreement or commitment providing for for, any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.3) (a “Company Acquisition Agreement”) Proposal, or (ixvii) commit resolve or agree to do any of the foregoing (the acts any act described in clauses (iii), (iv), (v), (vi), ) and (vii), (viii) or (ix) (to the extent related to the foregoing clauses (iii), (iv), ) and (v), (vi), (vii), (viii) or (ix))above, a “Change of Recommendation”). Immediately following the execution of this Agreement, the The Company shall, and shall cause the Company’s Affiliates to, its Subsidiaries and shall direct and use commercially reasonable efforts to cause its and their respective directors, officers, employees and other Representatives to, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons parties (or provision of any nonpublic information to any parties) conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. Promptly after the date hereof, the Company shall request that each Person that has heretofore executed a confidentiality agreement relating to an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information to any Persons) with respect to any inquiry, proposal, offer, request for non-public information or expression of interest that constitutes, or may reasonably be expected to result in, an Acquisition Proposal. Promptly following the execution of this Agreement, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible such Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if its businesses or assets heretofore furnished by the Company Board or any of Directors determines its Representatives to such Person or group or any of its representatives in good faith after consultation accordance with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Lawterms of such confidentiality agreement. For purposes of this Section 5.36.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parentthe Company, the Company Parent or any Company Subsidiary Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the limitations set forth contrary contained in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may contact the in any event inform a Person or any of its Representatives who that has made such or, to the knowledge of the Company, is considering making an Acquisition Proposal solely to clarify of the terms provisions of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 shall not, in and of themselves, be deemed to be a Change of Recommendation6.3.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof until the earlier of the Effective Acceptance Time or the date, if any, on which this Agreement is validly terminated in accordance with Article VIIIpursuant to Section 9.1, the Company agrees that it and the Company Board of Directors (including any committee thereof) shall not, and the Company shall cause the Company’s Affiliates controlled affiliates not to, and it shall direct and use commercially reasonable efforts to cause not authorize or permit its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiry, proposal, proposal or offer, request for information, expression of interest or the making, submission or announcement of any inquiry, proposal, offer, request for information proposal or expression of interest from any Person offer which constitutes or may could reasonably be expected to result in, lead to an Acquisition Proposal, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations regarding, or furnish to any Person person any nonpublic information relating to the Company or any Company Subsidiary in connection with or in response to an Acquisition Proposal, (iii) adopt, approve, endorse or recommend, or publicly propose to adopt, approve, endorse or recommend recommend, any Acquisition Proposal, (iv) withdraw (or withdraw, change, amend, modify or qualify qualify, or otherwise propose to withdraw, change, amend, modify or qualify, in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, or commit or agree to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within ten (10) business days after the public disclosure of such Acquisition Proposal (or subsequently withdraw, change, amend, modify or qualify, in a manner adverse to Parent, such rejection of such Acquisition Proposal) and reaffirm the Company Board Recommendation within such ten (10) Business Days business day period (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days business days prior to the Effective Timethen-scheduled expiration of the Offer, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) Business Day business day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(abusiness days), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to include the Company Board Recommendation in the Joint Proxy StatementSchedule 14D-9, (viiivii) exempt any Person other than Parent or Merger Sub from any Takeover Statute or approve approve, or authorize, or cause or permit the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement, partnership agreement or partnership similar agreement or document relating to, or any other agreement or commitment providing for for, any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.36.3) (a “Company Acquisition Agreement”) or (ixviii) commit or agree to do any of the foregoing (the acts any act described in clauses (iii), (iv), (v), (vi), (vii), ) and/or (viii) or (ix) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ixvii)), a “Change of Recommendation”). Immediately following the execution of ; provided, however, nothing contained in this Agreement, Section 6.3 shall be deemed to prohibit the Company or its Representatives from stating to any Person that the Company is not currently permitted to participate in discussions with respect to an Acquisition Proposal). The Company and the Company Board of Directors (including any committee thereof) shall, and the Company shall cause the Company’s Affiliates controlled affiliates to, and shall direct and use commercially reasonable efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated any and all existing solicitationssolicitation, encouragement, discussions or negotiations with any Persons persons (or provision of any non-public nonpublic information to any Personspersons) with respect to any inquiry, proposal, offer, request for non-public information proposal or expression of interest offer that constitutes, or may could reasonably be expected to result inlead to, an Acquisition Proposal. Promptly after the date hereof (and in any event within two (2) business days following the execution of this Agreementdate hereof), the Company shall (A) request in writing that each person (other than Parent) that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal or potential Acquisition Proposal promptly destroy or return to the Company all nonpublic information heretofore furnished by the Company or any of its Representatives to such person or any of its Representatives in accordance with the terms of such confidentiality agreement and (B) terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Personperson and its Representatives. The Company shall be permitted to enforce, and not waive, terminate or modify without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) agreement; provided that, if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with a breach of the directors’ fiduciary duties under applicable Law, the Company may, with prior written notice to Parent, waive such standstill solely to the extent necessary to permit the applicable person (if the Company has not breached this Section 6.3) to make, on a confidential basis to the Company Stockholders under applicable LawBoard of Directors, an Acquisition Proposal, conditioned upon such person agreeing to disclosure of such Acquisition Proposal to Parent, in each case as contemplated by this Section 6.3. For purposes of this Section 5.36.3, the term “Personperson” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parentthe Company, the Company Parent or any Company Parent Subsidiary or any of their Representatives. Notwithstanding For the limitations avoidance of doubt, any violation of the restrictions set forth in this Section 5.3(a) and subject to compliance with 6.3 by any of the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt controlled affiliates or any of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from their respective Representatives shall be a knowing and intentional breach of this Section 5.3, the Company and the Company Subsidiaries and 6.3 by the Company’s Representatives may contact . For the Person or any avoidance of its Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding doubt, notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 6.3 shall not, in and of themselves, be deemed to be a Change of Recommendation.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof of this Agreement until the earlier of the Effective Acceptance Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, and except as otherwise specifically provided for in accordance with Article VIIIthis Agreement, the Company agrees that it shall notnot (and shall not permit any Company Subsidiary to), and that it shall cause the Company’s Affiliates not authorize or knowingly permit its directors, officers, employees and other Representatives to, and shall direct and use commercially reasonable efforts to cause its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiry, proposal, proposal or offer, request for information, expression of interest or the making, submission or announcement of any inquiry, proposal, offer, request for information proposal or expression of interest from any Person offer which constitutes or may would be reasonably be expected to result in, lead to an Acquisition Proposal, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with or in response to with, an Acquisition Proposal, (iii) adopt, approve, endorse approve or recommend, or publicly propose to adoptapprove or recommend, approve, endorse or recommend any Acquisition ProposalProposal (other than the Company Board Recommendation), (iv) withdraw (or change, amend, modify or qualify in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, or commit or agree to take enter into any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior to the Effective Time, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to include the Company Board Recommendation in the Joint Proxy Statement, (viii) exempt any Person other than Parent or Merger Sub from any Takeover Statute or approve or authorize, or cause or permit the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understandingmerger agreement, agreement in principle, option purchase agreement, joint venture agreement or partnership similar document relating to, or any agreement or commitment providing for for, any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with the terms of this Section 5.36.2), (v) take any action to make any Takeover Statute inapplicable to any Person or any Acquisition Proposal, other than Parent or any Parent Subsidiary, the Offer and the Merger, (a “Company Acquisition Agreement”vi) otherwise make any Change of Recommendation, or (ixvii) commit or agree to do any of the foregoing (the acts described in clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix) (foregoing. Notwithstanding anything to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix)), a “Change of Recommendation”). Immediately following the execution of contrary contained in this Agreement, the Company shall, and shall cause the Company’s Affiliates to, and shall direct and use commercially reasonable efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons (or provision of any non-public information to any Persons) with respect to any inquiry, proposal, offer, request for non-public information or expression of interest that constitutes, or may reasonably be expected to result in, an Acquisition Proposal. Promptly following the execution of this Agreement, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Law. For purposes of this Section 5.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parent, the Company or any Company Subsidiary or any of their Representatives. Notwithstanding the limitations set forth in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3, the Company and the Company Subsidiaries and the Company’s Representatives may contact in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person to determine whether such inquiry or any of its Representatives who proposal constitutes or could reasonably be expected to lead to an Acquisition Proposal or a Superior Proposal and (B) inform a Person that has made such or, to the knowledge of the Company, is considering making an Acquisition Proposal solely of the provisions of this Section 6.2. Subject to clarify Section 6.2(b), the terms of such Company and its officers and directors shall, and the Company shall instruct the Company’s Representatives, the Company Subsidiaries and their Representatives to, immediately cease all discussions and negotiations with any Persons that may be ongoing with respect to an actual or potential Acquisition Proposal so that and promptly request each such Person to return or destroy all confidential information furnished to such Person on behalf of the Company may inform itself about in connection with any such actual or potential Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 shall not, in and of themselves, be deemed to be a Change of Recommendation.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1, and except as otherwise specifically provided for in accordance with Article VIIIthis Agreement, the Company agrees that it shall notnot (and shall not permit any Company Subsidiary to), and that it shall cause the Company’s Affiliates its directors, officers and employees not to, and that it shall direct and use commercially its reasonable best efforts to cause its and their respective other Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information furnishing information), or taking any other action) engage in discussions or negotiations regarding, any inquiry, proposal, proposal or offer, request for information, expression of interest or the making, submission or announcement of any inquiry, proposalproposal or offer (including any inquiry, offer, request for information proposal or expression of interest from any Person offer to its shareholders) which constitutes or may would be reasonably be expected to result in, an Acquisition lead to a Company Competing Proposal, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with or in response to an Acquisition a Company Competing Proposal, (iii) adopt, approve, endorse or recommend, or publicly propose engage in discussions with any Person with respect to adopt, approve, endorse or recommend any Acquisition Company Competing Proposal, (iv) withdraw except as required by the duties of the members of the Company Board of Directors under applicable Law, waive, terminate, modify or release any Person (other than Parent, Merger Sub and their respective affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation, (v) approve or recommend, or propose publicly to approve or recommend, any Company Competing Proposal, (vi) withdraw, change, amend, modify or qualify qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, or commit or agree to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior to the Effective Time, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to include the enter into any letter of intent or similar document relating to, or any agreement or commitment providing for, any Company Board Recommendation in the Joint Proxy StatementCompeting Proposal, or (viii) exempt any Person other than Parent or Merger Sub from any Takeover Statute or approve or authorize, or cause or permit the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement or partnership agreement providing for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.3) (a “Company Acquisition Agreement”) or (ix) commit resolve or agree to do any of the foregoing (the acts any act described in clauses (iii), (iv), (v), ) and (vi), (vii), (viii) or (ix) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix))above, a “Company Change of Recommendation”). Immediately following the execution of this Agreement, the The Company shallshall immediately cease, and shall cause the Company’s Affiliates toits directors, officers and employees to cease, and shall direct and use commercially its reasonable best efforts to cause its and their respective other Representatives toto immediately cease, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons parties (or provision of any non-public nonpublic information to any Personsparties) conducted heretofore with respect to any inquiry, proposal, offer, request for non-public information Company Competing Proposal or expression of interest that constitutes, or may reasonably be expected to result in, an Acquisition potential Company Competing Proposal. Promptly following the execution of this Agreement, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if the Company Board promptly inform its Representatives of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders obligations under applicable Lawthis Section 5.3. For purposes of this Section 5.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parentthe Company, the Company Parent or any Company Subsidiary or any of their RepresentativesParent Subsidiaries. Notwithstanding anything to the limitations set forth contrary contained in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may contact in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person solely to determine whether such inquiry or any of its Representatives who proposal constitutes or could reasonably be expected to lead to a Company Superior Proposal and (B) inform a Person that has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything or, to the contrary contained in this Agreementknowledge of the Company, any notices required to be made to Parent pursuant to is considering making a Company Competing Proposal of the provisions of this Section 5.3 shall not, in and of themselves, be deemed to be a Change of Recommendation5.3.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated in accordance with Article VIIIpursuant to Section 8.1, the Company agrees that it shall notnot (and shall not permit any Company Subsidiary to), and that it shall cause the Company’s Affiliates its directors, officers and employees not to, and that it shall direct and use commercially its reasonable best efforts to cause its and their respective other Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information furnishing information), or taking any other action) engage in discussions or negotiations regarding, any inquiry, proposal, proposal or offer, request for information, expression of interest or the making, submission or announcement of any inquiry, proposalproposal or offer (including any inquiry, offer, request for information proposal or expression of interest from any Person offer to its stockholders) which constitutes or may would be reasonably be expected to result in, an Acquisition lead to a Company Competing Proposal, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with or in response to an Acquisition a Company Competing Proposal, (iii) adopt, approve, endorse or recommend, or publicly propose engage in discussions with any Person with respect to adopt, approve, endorse or recommend any Acquisition Company Competing Proposal, (iv) withdraw except as required by the duties of the members of the Company Board of Directors under applicable Law, waive, terminate, modify or release any Person (other than Parent, Merger Sub and their respective affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation, (v) approve or recommend, or propose publicly to approve or recommend, any Company Competing Proposal, (vi) withdraw, change, amend, modify or qualify qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, (vii) within the earlier of (x) five (5) business days of a tender or commit exchange offer or agree take-over bid relating to take any such action, securities of the Company having been commenced and (vy) if an Acquisition Proposal has been publicly disclosedtwo (2) business days prior to the Company Special Meeting, fail to (1) publicly recommend against such tender or exchange offer or take-over bid, or (2) publicly reaffirm the Company Board Recommendation within ten (10if previously made by such time), (viii) Business Days (orafter a tender or exchange offer relating to securities of the Company having been commenced, with respect fail to any material amendments, revisions or changes send to the terms stockholders of any the Company a Schedule 14D-9 disclosing the Company Board of Directors’ recommendation that the stockholders of the Company reject such previously tender or exchange offer in accordance with the timing requirements under the United States federal securities Laws, (ix) following the public disclosure or public announcement of a Company Competing Proposal, fail to reaffirm publicly disclosed Acquisition Proposal that are publicly disclosed the Company Board Recommendation within the last earlier of (x) five (5) Business Days business days after such public disclosure or public announcement and (y) two (2) business days prior to the Effective Time, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a)Company Special Meeting, (vix) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against enter into any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement letter of such Acquisition Proposal, (vii) fail to include the Company Board Recommendation in the Joint Proxy Statement, (viii) exempt any Person other than Parent intent or Merger Sub from any Takeover Statute or approve or authorizesimilar document relating to, or cause any agreement or permit the Company or commitment providing for, any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement or partnership agreement providing for any Acquisition Competing Proposal (other than (x) an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.3) (a “Company Acquisition Agreement”5.3(b) or (ixy) commit in accordance with Section 8.1(i)), or (xi) resolve or agree to do any of the foregoing (the acts any act described in clauses (iii), (iv), (v), (vi), (vii), (viii) or through (ix) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix))above, a “Company Change of Recommendation”). Immediately following the execution of this Agreement, the The Company shallshall immediately cease, and shall cause the Company’s Affiliates toits directors, officers and employees to cease, and shall direct and use commercially its reasonable best efforts to cause its and their respective other Representatives toto immediately cease, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons parties (or provision of any non-public nonpublic information to any Personsparties) conducted heretofore with respect to any inquiry, proposal, offer, request for non-public information Company Competing Proposal or expression of interest that constitutes, or may reasonably be expected to result in, an Acquisition potential Company Competing Proposal. Promptly following the execution of this Agreement, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if the Company Board promptly inform its Representatives of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders obligations under applicable Lawthis Section 5.3. For purposes of this Section 5.3, the term “Person” means any Person or “group,” as defined used in Section 13(d) of the Exchange Act, other than, with respect to Parentthe Company, the Company Parent or any Company Subsidiary or any of their Representatives. Notwithstanding the limitations set forth in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3, the Company and the Company Subsidiaries and the Company’s Representatives may contact the Person or any of its Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 shall not, in and of themselves, be deemed to be a Change of RecommendationSubsidiaries.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated in accordance with Article VIIIpursuant to Section 8.1, the Company agrees that it shall notnot (and shall not permit any Company Subsidiary to), and shall cause the Company’s Affiliates not to, and that it shall direct and use commercially its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or facilitate (including by way of providing information or taking any other action) any inquiryinquiry with respect to, proposal, offer, request for information, expression of interest or the making, making or submission or announcement of any inquiry, proposalproposal or offer (including any inquiry, offer, request for information proposal or expression of interest from any Person offer to its shareholders) which constitutes or may would be reasonably be expected to result inlead to, an Acquisition a Company Competing Proposal, ; (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations regardingregarding a Company Competing Proposal with, or furnish to any nonpublic information in furtherance of a Company Competing Proposal to, any Person any information relating that has made or, to the Company’s knowledge, is considering making a Company Competing Proposal (except to notify such Person as to the existence of the provisions of this Section 5.3); or any Company Subsidiary in connection with or in response to an Acquisition Proposal, (iii) adoptwaive, approve, endorse or recommend, or publicly propose to adopt, approve, endorse or recommend any Acquisition Proposal, (iv) withdraw (or change, amendterminate, modify or qualify in a manner adverse release any Person (other than Parent, Merger Sub and their respective Affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation (provided that the Company shall not be required to Parenttake, or be prohibited from taking, any action otherwise prohibited or required under this subclause (iii) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) if the Company Board Recommendation, of Directors determines in good faith (after consultation with the Company’s outside legal advisors) that such action or commit or agree inaction would be reasonably likely to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm be inconsistent with the Company Board Recommendation within ten (10) Business Days (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior to the Effective Time, fail to take the actions referred to in this clause (v), with references to the directors’ fiduciary duties under applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to include the Company Board Recommendation in the Joint Proxy Statement, (viii) exempt any Person other than Parent or Merger Sub from any Takeover Statute or approve or authorize, or cause or permit the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement or partnership agreement providing for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.3) (a “Company Acquisition Agreement”) or (ix) commit or agree to do any of the foregoing (the acts described in clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix)), a “Change of Recommendation”Law). Immediately following the execution of this Agreement, the The Company shall, and shall cause the Company’s Affiliates to, Company Subsidiaries and shall direct and use commercially reasonable efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons (or provision of any non-public information to any Persons) Person conducted heretofore with respect to any inquiry, proposal, offer, request for non-public information or expression of interest that constitutesCompany Competing Proposal, or any inquiry or proposal that may reasonably be expected to result inlead to a Company Competing Proposal, an Acquisition Proposal. Promptly following request the execution prompt return or destruction of this Agreement, the Company shall all confidential information previously furnished in connection therewith and immediately terminate or cause to be terminated all physical and electronic data room access previously granted to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Law. For purposes of this Section 5.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parent, the Company or any Company Subsidiary or any of their its Representatives. Notwithstanding the limitations set forth in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3, the Company and the Company Subsidiaries and the Company’s Representatives may contact the Person or any of its Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 shall not, in and of themselves, be deemed to be a Change of Recommendation.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the 30th day following the date hereof until of this Agreement, neither the earlier Company nor any of its Subsidiaries nor any of the Effective Time or the dateofficers and directors of any of them shall, if any, on which this Agreement is validly terminated in accordance with Article VIII, and the Company agrees that it shall not, and shall cause the Company’s Affiliates not to, and shall direct and use commercially its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives, including any investment banker, attorney or accountant retained by it or any of its Subsidiaries (the Company, its Subsidiaries and their respective officers, directors, employees, agents and representatives being the "Company Representatives") not to, directly or indirectly, initiate, solicit or encourage any inquiries (by way of furnishing information or otherwise) or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it, or any purchase or sale of the consolidated assets (including, without limitation, stock of Subsidiaries) of it or any of its Subsidiaries, taken as a whole, having an aggregate value equal to 20% or more of its market capitalization, or any purchase or sale of, or tender or exchange offer for, 20% or more of its equity securities (any such proposal or offer being referred to as an "Acquisition Proposal"). Neither the Company nor any of its Subsidiaries nor any of their respective officers and directors shall, and the Company shall direct and use its reasonable best efforts to cause the Company Representatives not to, directly or indirectly: , have any discussion with or provide any confidential information or data to any Person relating to or in contemplation of an Acquisition Proposal or engage in any negotiations concerning an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent either the Company or its Board of Directors 39 48 from (iA) solicittaking any action, initiate or knowingly encourage causing the Company Representatives to take any action, within the 30 days immediately following the date of this Agreement with respect to any actual or facilitate potential Acquisition Proposal, including directly or indirectly initiating, soliciting, encouraging or facilitating (including by way of providing furnishing information or taking any other actionotherwise) any inquiry, proposal, offer, request for information, expression of interest Acquisition Proposal or the making, submission entering into discussions or announcement of any inquiry, proposal, offer, request for information or expression of interest from negotiations with any Person which constitutes or may reasonably be expected with respect to result in, any Acquisition Proposal; (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, Proposal or changing its recommendation; (iiC) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate engaging in any discussions or negotiations regardingwith or providing any information to, or furnish to any Person any information relating to the Company or any Company Subsidiary in connection with or in response to an Acquisition Proposal, (iii) adopt, approve, endorse or recommend, or publicly propose to adopt, approve, endorse or recommend any Acquisition Proposal, (iv) withdraw (or change, amend, modify or qualify in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, or commit or agree to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior to the Effective Time, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to include the Company Board Recommendation in the Joint Proxy Statement, (viii) exempt any Person other than Parent or Merger Sub from any Takeover Statute or approve or authorize, or cause or permit the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement or partnership agreement providing for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.3) (a “Company Acquisition Agreement”) or (ix) commit or agree to do any of the foregoing (the acts described in clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix)), a “Change of Recommendation”). Immediately following the execution of this Agreement, the Company shall, and shall cause the Company’s Affiliates to, and shall direct and use commercially reasonable efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons (or provision of any non-public information to any Persons) with respect to any inquiry, proposal, offer, request for non-public information or expression of interest that constitutes, or may reasonably be expected to result in, an Acquisition Proposal. Promptly following the execution of this Agreement, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Law. For purposes of this Section 5.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parent, the Company or any Company Subsidiary or any of their Representatives. Notwithstanding the limitations set forth in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal by any such Person; or (D) recommending such an unsolicited bona fide written Acquisition Proposal to the shareholders of the Company; provided further that did not result from a knowing the actions referred to in clause (C) shall be permissible only if and intentional breach to the extent that the Board of this Section 5.3, Directors of the Company concludes in good faith (after consultation with its outside legal counsel and the Company Subsidiaries and the Company’s Representatives may contact the Person or any of its Representatives who has made financial advisor) that such Acquisition Proposal solely is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal, including the Person making the proposal, and would, if consummated, result in a transaction more favorable to clarify the terms of Company's shareholders than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal so that the Company may inform itself about such Acquisition being referred to as a "Superior Proposal. Notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 shall not, in and of themselves, be deemed to be a Change of Recommendation").

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated in accordance with Article VIIIpursuant to Section 8.1, the Company agrees that it shall notnot (and shall not permit any Company Subsidiary to), and that it shall cause the Company’s Affiliates its directors, officers and employees not to, and that it shall direct and use commercially its reasonable best efforts to cause its and their respective other Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information furnishing information), or taking any other action) engage in discussions or negotiations regarding, any inquiry, proposal, proposal or offer, request for information, expression of interest or the making, submission or announcement of any inquiry, proposalproposal or offer (including any inquiry, offer, request for information proposal or expression of interest from any Person offer to its stockholders) which constitutes or may would be reasonably be expected to result in, an Acquisition lead to a Company Competing Proposal, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with or in response to an Acquisition a Company Competing Proposal, (iii) adopt, approve, endorse or recommend, or publicly propose engage in discussions with any Person with respect to adopt, approve, endorse or recommend any Acquisition Company Competing Proposal, (iv) withdraw except as required by the duties of the members of the Company Board of Directors under applicable Law, waive, terminate, modify or release any Person (other than Parent, Merger Sub and their respective affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation, (v) approve or recommend, or propose publicly to approve or recommend, any Company Competing Proposal, (vi) withdraw, change, amend, modify or qualify qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, or commit or agree to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior to the Effective Time, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to include the Company Board Recommendation in the Joint Proxy Statement, (viii) exempt enter into any Person other than Parent letter of intent or Merger Sub from any Takeover Statute or approve or authorizesimilar document relating to, or cause any agreement or permit the Company or commitment providing for, any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement or partnership agreement providing for any Acquisition Competing Proposal (other than (x) an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.3) (a “Company Acquisition Agreement”5.3(b) or (ixy) commit in accordance with Section 8.1(i)), or (viii) resolve or agree to do any of the foregoing (the acts any act described in clauses (iii), (iv), (v), ) and (vi), (vii), (viii) or (ix) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix))above, a “Company Change of Recommendation”). Immediately following the execution of this Agreement, the The Company shallshall immediately cease, and shall cause the Company’s Affiliates toits directors, officers and employees to cease, and shall direct and use commercially its reasonable best efforts to cause its and their respective other Representatives toto immediately cease, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons parties (or provision of any non-public nonpublic information to any Personsparties) conducted heretofore with respect to any inquiry, proposal, offer, request for non-public information Company Competing Proposal or expression of interest that constitutes, or may reasonably be expected to result in, an Acquisition potential Company Competing Proposal. Promptly following the execution of this Agreement, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if the Company Board promptly inform its Representatives of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders obligations under applicable Lawthis Section 5.3. For purposes of this Section 5.3, the term “Person” means any Person or “group,” as defined used in Section 13(d) of the Exchange Act, other than, with respect to Parentthe Company, the Company Parent or any Company Subsidiary or any of their RepresentativesParent Subsidiaries. Notwithstanding anything to the limitations set forth contrary contained in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may contact the in any event inform a Person or any of its Representatives who that has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything or, to the contrary contained in this Agreementknowledge of the Company, any notices required to be made to Parent pursuant to is considering making a Company Competing Proposal of the provisions of this Section 5.3 shall not, in and of themselves, be deemed to be a Change of Recommendation5.3.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof of this Agreement until the earlier of the First Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1, and except as otherwise specifically provided for in accordance with Article VIIIthis Agreement, the Company agrees that it shall notnot (and shall not permit any Company Subsidiary to), and that it shall cause the Company’s Affiliates its directors, officers and employees not to, and that it shall direct and use commercially its reasonable best efforts to cause its and their respective other Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information furnishing information), or taking any other action) engage in discussions or negotiations regarding, any inquiry, proposal, proposal or offer, request for information, expression of interest or the making, submission or announcement of any inquiry, proposalproposal or offer (including any inquiry, offer, request for information proposal or expression of interest from any Person offer to its stockholders) which constitutes or may would be reasonably be expected to result in, an Acquisition lead to a Company Competing Proposal, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with or in response to an Acquisition a Company Competing Proposal, (iii) adopt, approve, endorse or recommend, or publicly propose engage in discussions with any Person with respect to adopt, approve, endorse or recommend any Acquisition Company Competing Proposal, (iv) withdraw except as required by the duties of the members of the Company Board of Directors under applicable Law, waive, terminate, modify or release any Person (other than Parent, US Holdco, the Merger Subs and their respective affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation, (v) approve or recommend, or propose publicly to approve or recommend, any Company Competing Proposal, (vi) withdraw, change, amend, modify or qualify qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, or commit or agree to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior to the Effective Time, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to include the enter into any letter of intent or similar document relating to, or any agreement or commitment providing for, any Company Board Recommendation in the Joint Proxy StatementCompeting Proposal, or (viii) exempt any Person other than Parent or Merger Sub from any Takeover Statute or approve or authorize, or cause or permit the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement or partnership agreement providing for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.3) (a “Company Acquisition Agreement”) or (ix) commit resolve or agree to do any of the foregoing (the acts any act described in clauses (iii), (iv), (v), ) and (vi), (vii), (viii) or (ix) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix))above, a “Company Change of Recommendation”). Immediately following the execution of this AgreementThe Company shall immediately cease, the Company shalland cause its directors, officers and employees to cease, and shall cause the Company’s Affiliates to, and shall direct and use commercially its reasonable best efforts to cause its and their respective other Representatives toto immediately cease, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons parties (or provision of any non-public nonpublic information to any Personsparties) conducted heretofore with respect to any inquiry, proposal, offer, request for non-public information Company Competing Proposal or expression of interest that constitutes, or may reasonably be expected to result in, an Acquisition potential Company Competing Proposal. Promptly following the execution of this Agreement, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if the Company Board promptly inform its Representatives of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders obligations under applicable Lawthis Section 5.3. For purposes of this Section 5.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parentthe Company, the Company Parent or any Company Subsidiary or any of their RepresentativesParent Subsidiaries. Notwithstanding anything to the limitations set forth contrary contained in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may contact in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person solely to determine whether such inquiry or any of its Representatives who proposal constitutes or could reasonably be expected to lead to a Company Superior Proposal and (B) inform a Person that has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything or, to the contrary contained in this Agreementknowledge of the Company, any notices required to be made to Parent pursuant to is considering making a Company Competing Proposal of the provisions of this Section 5.3 shall not, in and of themselves, be deemed to be a Change of Recommendation5.3.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof of this Agreement until the earlier of the Effective Acceptance Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, and except as otherwise specifically provided for in accordance with Article VIIIthis Agreement, the Company agrees that it shall notnot (and shall not permit any Company Subsidiary to), and that it shall cause the Company’s Affiliates not authorize or knowingly permit its directors, officers, employees and other Representatives to, and shall direct and use commercially its reasonable best efforts to cause its and their respective Representatives the foregoing persons not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiry, proposal, proposal or offer, request for information, expression of interest or the making, submission or announcement of any inquiry, proposal, offer, request for information proposal or expression of interest from any Person offer which constitutes or may would be reasonably be expected to result in, lead to an Acquisition Proposal, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with an Acquisition Proposal or in response to an a potential Acquisition Proposal, (iii) adopt, approve, endorse approve or recommend, or propose publicly propose to adoptapprove or recommend, approve, endorse or recommend any Acquisition Proposal, (iv) withdraw (or withdraw, change, amend, modify or qualify qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, or commit or agree to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days (or, with respect to any material amendments, revisions or changes to the terms Table of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior to the Effective Time, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to Contents include the Company Board Recommendation in the Joint Proxy StatementSchedule 14D-9 when disseminated to the Company’s stockholders, (viiiv) exempt following the receipt of any Person other Acquisition Proposal, fail to issue a press release stating that the Company Board Recommendation has not changed within ten (10) business days of any request by Parent (or, in the event that the Offer shall be scheduled to expire earlier than Parent such ten (10) business day period, fail to issue such press release at least two (2) business days prior to such scheduled expiration date), (vi) enter into any letter of intent or Merger Sub from any Takeover Statute or approve or authorizesimilar document relating to, or cause any agreement or permit the Company or any Company Subsidiary to enter intocommitment providing for, any merger agreementAcquisition Proposal, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement or partnership agreement providing for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with the terms of this Section 5.36.3, (vii) (a “Company Acquisition Agreement”) take any action to make any Takeover Law inapplicable to any Person other than Parent or any Parent Subsidiaries, or (ixviii) commit resolve or agree to do any of the foregoing (the acts any act described in clauses (iii), (iv), (v), (vi), (vii), (viii) or (ixvi) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix))above, a “Change of Recommendation”). Immediately following the execution of this Agreement, the The Company shallshall immediately cease, and shall cause the Company’s Affiliates toits directors, officers, employees and shall direct and use commercially reasonable efforts other Representatives to cause its and their respective Representatives tocease, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons parties (or provision of any non-public nonpublic information to any Personsparties) conducted heretofore with respect to any inquiry, proposal, offer, request for non-public information Acquisition Proposal or expression of interest that constitutes, or may reasonably be expected to result in, an potential Acquisition Proposal. Promptly following after the execution of this Agreementdate hereof, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms request that each Person that has heretofore executed a confidentiality agreement relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information, documents and materials relating to such Acquisition Proposal or to the Company or (ii) if its businesses, operations or assets heretofore furnished by the Company Board or any of Directors determines its Representatives to such Person or group or any of its representatives in good faith after consultation accordance with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Lawterms of such confidentiality agreement. For purposes of this Section 5.36.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parentthe Company, the Company Parent or any Company Subsidiary Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the limitations set forth contrary contained in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may contact the in any event inform a Person or any of its Representatives who that has made such or, to the knowledge of the Company, is considering making an Acquisition Proposal solely to clarify of the terms provisions of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 shall not, in and of themselves, be deemed to be a Change of Recommendation6.3.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section ‎8.1, and except as otherwise specifically provided for in accordance with Article VIIIthis Agreement, the Company agrees that it shall not, not and shall cause the Company’s Affiliates Company Subsidiaries and its and their directors and officers not to, and the Company shall direct and use commercially reasonable efforts to cause instruct its and their respective Representatives to not to, directly or indirectlyto on behalf of the Company: (i) solicit, solicit or initiate or knowingly facilitate or encourage or facilitate (including by way of providing information or taking any other action) any inquiry, proposal, offer, request for information, expression of interest proposal or the making, submission or announcement of any inquiry, proposal, offer, request for information or expression of interest from any Person which offer that constitutes or may would be reasonably be expected to result in, an Acquisition Proposal, (ii) other than clarifying terms of the Acquisition lead to a Competing Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations with respect thereto (other than, solely in response to an inquiry not solicited in breach of this Section 5.2, solely informing the Person making such inquiry of the existence of the provisions contained in this Section ‎5.2; provided, however, that the Company and its Representatives may communicate in writing with a Person making a Competing Proposal (and its Representatives) solely to clarify (and not negotiate) the material terms of such Competing Proposal for the purpose of the Company Board of Directors informing itself about the terms of such Competing Proposal); (ii) provide any information regarding, cooperate with, or furnish provide access to any Person any information relating to the properties, personnel, books and records of, the Company or any Company Subsidiary to any Person or “group” (as defined under Section 13(d) of the Exchange Act) in connection with or in response under circumstances that would reasonably be expected to an Acquisition lead to a Competing Proposal, except as permitted by Section ‎5.2(c) below; (iii) adoptapprove endorse, or publicly recommend, or propose publicly to approve, endorse or recommend, or publicly propose to adopt, approve, endorse or recommend any Acquisition Competing Proposal, ; (iv) withdraw (or change, amend, modify change or qualify in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, Recommendation or commit or agree fail to take any such action, include the Company Board Recommendation in the Proxy Statement when disseminated to the Company Shareholders; (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior after receipt of a written request by Parent following a Competing Proposal (or modification to the Effective Timefinancial terms thereof or modification of any other material term thereof) becoming publicly known, provided that the Company and its Representatives shall have no obligation to reaffirm the Company Board Recommendation more than once with respect to any Competing Proposal (with modification to the financial terms thereof or any other material term thereof constituting a new Competing Proposal); (vi) if a tender offer or exchange offer that constitutes a Competing Proposal is commenced, fail to take publicly recommend against acceptance of such tender offer or exchange offer by the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act Company Shareholders within ten (10) Business Days after the commencement of such Acquisition Proposal, thereof (or any modification to the financial terms thereof or any other material terms thereof); (vii) fail to include the Company Board Recommendation in the Joint Proxy Statement, (viii) exempt enter into any Person other than Parent or Merger Sub from any Takeover Statute or approve or authorize, or cause or permit the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or partnership agreement providing for other similar Contract or understanding relating to any Acquisition Competing Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.3) (a “Company Acquisition Agreement”) whether binding or nonbinding); or (ixviii) commit resolve or agree to do any of the foregoing (the acts any act described in clauses (iii), (iv), (v), ) or (vi), (vii), this clause (viii) or (ix) (to the extent related to the foregoing clauses (iii), (iv), (v), ) or (vi), (vii), (viii) or (ix))above, a “Company Change of Recommendation”). Immediately following the execution of this Agreement, the Company shall, and shall cause the Company’s Affiliates to, and shall direct and use commercially reasonable efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons (or provision of any non-public information to any Persons) with respect to any inquiry, proposal, offer, request for non-public information or expression of interest that constitutes, or may reasonably be expected to result in, an Acquisition Proposal. Promptly following the execution of this Agreement, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Law. For purposes of this Section 5.3, the term “Person” means any Person or “group,” as defined in Section 13(d) Any violation of the Exchange Act, other than, with respect to Parent, the Company or any Company Subsidiary or any of their Representatives. Notwithstanding the limitations set forth restrictions contained in this Section 5.3(a‎5.2(a) and subject to compliance with the Company’s obligations contained or in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt ‎Section 5.2(b) by any of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3, the Company and the Company Subsidiaries and the Company’s Representatives may contact the Person or any of its Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 shall not, in and of themselves, be deemed to be a Change breach of Recommendationthis Section ‎5.2(a) or in Section 5.2(b), respectively, by the Company. The Company agrees that neither it, nor its affiliates, will enter into any agreement with any Third Party subsequent to the date of this Agreement which would prohibit the Company or any of its affiliates from providing any information to Parent in accordance with, or otherwise complying with, this ‎Section 5.2.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof of this Agreement until the earlier of the Effective Acceptance Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, and except as otherwise specifically provided for in accordance with Article VIIIthis Agreement, the Company agrees that it shall notnot (and shall not permit any Company Subsidiary to), and that it shall cause the Company’s Affiliates not authorize or knowingly permit its directors, officers, employees and other Representatives to, and shall direct and use commercially its reasonable best efforts to cause its and their respective Representatives the foregoing persons not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiry, proposal, proposal or offer, request for information, expression of interest or the making, submission or announcement of any inquiry, proposal, offer, request for information proposal or expression of interest from any Person offer which constitutes or may would be reasonably be expected to result in, lead to an Acquisition Proposal, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information relating to the Company or any Company Subsidiary in connection with an Acquisition Proposal or in response to an a potential Acquisition Proposal, (iii) adopt, approve, endorse approve or recommend, or propose publicly propose to adoptapprove or recommend, approve, endorse or recommend any Acquisition Proposal, (iv) withdraw (or withdraw, change, amend, modify or qualify qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, or commit or agree to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior to the Effective Time, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to include the Company Board Recommendation in the Joint Proxy StatementSchedule 14D-9 when disseminated to the Company’s stockholders, (viiiv) exempt following the receipt of any Person other Acquisition Proposal, fail to issue a press release stating that the Company Board Recommendation has not changed within ten (10) business days of any request by Parent (or, in the event that the Offer shall be scheduled to expire earlier than Parent such ten (10) business day period, fail to issue such press release at least two (2) business days prior to such scheduled expiration date), (vi) enter into any letter of intent or Merger Sub from any Takeover Statute or approve or authorizesimilar document relating to, or cause any agreement or permit the Company or any Company Subsidiary to enter intocommitment providing for, any merger agreementAcquisition Proposal, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement or partnership agreement providing for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with the terms of this Section 5.36.3, (vii) (a “Company Acquisition Agreement”) take any action to make any Takeover Law inapplicable to any Person other than Parent or any Parent Subsidiaries, or (ixviii) commit resolve or agree to do any of the foregoing (the acts any act described in clauses (iii), (iv), (v), (vi), (vii), (viii) or (ixvi) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix))above, a “Change of Recommendation”). Immediately following the execution of this Agreement, the The Company shallshall immediately cease, and shall cause the Company’s Affiliates toits directors, officers, employees and shall direct and use commercially reasonable efforts other Representatives to cause its and their respective Representatives tocease, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons parties (or provision of any non-public nonpublic information to any Personsparties) conducted heretofore with respect to any inquiry, proposal, offer, request for non-public information Acquisition Proposal or expression of interest that constitutes, or may reasonably be expected to result in, an potential Acquisition Proposal. Promptly following after the execution of this Agreementdate hereof, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms request that each Person that has heretofore executed a confidentiality agreement relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal or a potential Acquisition Proposal promptly destroy or return to the Company all non-public information, documents and materials relating to such Acquisition Proposal or to the Company or (ii) if its businesses, operations or assets heretofore furnished by the Company Board or any of Directors determines its Representatives to such Person or group or any of its representatives in good faith after consultation accordance with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Lawterms of such confidentiality agreement. For purposes of this Section 5.36.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parentthe Company, the Company Parent or any Company Subsidiary Parent Subsidiaries or any of their Representatives. Notwithstanding anything to the limitations set forth contrary contained in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may contact the in any event inform a Person or any of its Representatives who that has made such or, to the knowledge of the Company, is considering making an Acquisition Proposal solely to clarify of the terms provisions of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 shall not, in and of themselves, be deemed to be a Change of Recommendation6.3.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof of this Agreement until the earlier of the First Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1, and except as otherwise specifically provided for in accordance with Article VIIIthis Agreement, the Company agrees that it shall not, not and shall cause the Company’s Affiliates Company Subsidiaries and its and their directors and officers not to, and the Company shall direct and use commercially its reasonable best efforts to cause its and their respective other Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other actionfurnishing nonpublic information) any inquiry, proposal, proposal or offer, request for information, expression of interest or the making, submission or announcement of any inquiry, proposalproposal or offer (including any inquiry, offer, request for information proposal or expression of interest from any Person which offer to its stockholders) that constitutes or may would be reasonably be expected to result in, an Acquisition lead to a Company Competing Proposal, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), participate or to disclose to such Person the existence of this Section 5.3, engage or participate in any negotiations or discussions or negotiations regarding, or furnish to any Person any information relating to regarding the Company or any Company Subsidiary in connection with or in response to an Acquisition a Company Competing Proposal, (iii) adoptin connection with or in response to any Company Competing Proposal, approvedisclose or furnish any nonpublic information or data to any Person concerning the Company’s business or properties or afford any Person access to its properties, endorse or recommendbooks, or publicly propose to adopt, approve, endorse or recommend any Acquisition Proposalrecords, (iv) withdraw except to the extent that the Company Board of Directors determines that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, waive, terminate, modify or release any Person (other than Parent, the Merger Subs and their respective affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation, (v) approve or publicly recommend, or propose publicly to approve or recommend, any Company Competing Proposal, (vi) withdraw, change, amend, modify or qualify qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, or commit or agree to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior to the Effective Time, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to include the execute or become bound by any letter of intent or similar document relating to, or any agreement or commitment providing for, any Company Board Recommendation in the Joint Proxy Statement, Competing Proposal or (viii) exempt any Person other than Parent or Merger Sub from any Takeover Statute or approve or authorize, or cause or permit the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement or partnership agreement providing for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.3) (a “Company Acquisition Agreement”) or (ix) commit resolve or agree to do any of the foregoing (the acts any act described in clauses (iii), (iv), (v), (vi), (vii), (viii) or (ixvi) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix))above, a “Company Change of Recommendation”). Immediately following the execution of this AgreementThe Company shall immediately cease, and cause the Company shallSubsidiaries and its and their directors and officers to cease, and shall cause the Company’s Affiliates to, and shall direct and use commercially its reasonable best efforts to cause its and their respective other Representatives toto immediately cease, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons Person (or provision of any non-public nonpublic information to any PersonsPerson) conducted heretofore with respect to any inquiry, proposal, offer, request for non-public information or expression of interest that constitutes, or may reasonably be expected to result in, an Acquisition Company Competing Proposal. Promptly following the execution of this Agreement, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Law. For purposes of this Section 5.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parentthe Company, the Company Parent or any Company Subsidiary or any of their RepresentativesParent Subsidiaries. Notwithstanding anything to the limitations set forth contrary contained in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3Agreement, the Company and the Company Subsidiaries and the Company’s Representatives may contact in any event inform a Person that has made or, to the Person knowledge of the Company, is considering making a Company Competing Proposal of the provisions of this Section 5.3. The Company shall use its reasonable best efforts to promptly inform its Representatives of the Company’s obligations under this Section 5.3. The Company acknowledges and agrees that, in the event that any Representative of the Company or any Company Subsidiary takes any action that if taken by the Company would be a breach of its Representatives who has made such Acquisition Proposal solely to clarify this Section 5.3, the terms taking of such Acquisition Proposal so that the Company may inform itself about action by such Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 Representative shall not, in and of themselves, be deemed to be constitute a Change breach of Recommendationthis Agreement (including this Section 5.3) by the Company.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1, and except as otherwise specifically provided for in accordance with Article VIIIthis Agreement, the Company agrees that it shall not, not and shall cause the Company’s Affiliates Company Subsidiaries and its and their directors and officers not to, and the Company shall direct and use commercially reasonable efforts to cause instruct its and their respective Representatives to not to, directly or indirectlyto on behalf of the Company: (i) solicit, solicit or initiate or knowingly facilitate or encourage or facilitate (including by way of providing information or taking any other action) any inquiry, proposal, offer, request for information, expression of interest proposal or the making, submission or announcement of any inquiry, proposal, offer, request for information or expression of interest from any Person which offer that constitutes or may would be reasonably be expected to result in, an Acquisition Proposal, (ii) other than clarifying terms of the Acquisition lead to a Competing Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations with respect thereto (other than, solely in response to an inquiry not solicited in breach of this Section 5.2, solely informing the Person making such inquiry of the existence of the provisions contained in this Section 5.2; provided, however, that the Company and its Representatives may communicate in writing with a Person making a Competing Proposal (and its Representatives) solely to clarify (and not negotiate) the material terms of such Competing Proposal for the purpose of the Company Board of Directors informing itself about the terms of such Competing Proposal); (ii) provide any information regarding, cooperate with, or furnish provide access to any Person any information relating to the properties, personnel, books and records of, the Company or any Company Subsidiary to any Person or “group” (as defined under Section 13(d) of the Exchange Act) in connection with or in response under circumstances that would reasonably be expected to an Acquisition lead to a Competing Proposal, except as permitted by Section 5.2(c) below; (iii) adoptapprove endorse, or publicly recommend, or propose publicly to approve, endorse or recommend, or publicly propose to adopt, approve, endorse or recommend any Acquisition Competing Proposal, ; (iv) withdraw (or change, amend, modify change or qualify in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, Recommendation or commit or agree fail to take any such action, include the Company Board Recommendation in the Proxy Statement when disseminated to the Company Shareholders; (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior after receipt of a written request by Parent following a Competing Proposal (or modification to the Effective Timefinancial terms thereof or modification of any other material term thereof) becoming publicly known, provided that the Company and its Representatives shall have no obligation to reaffirm the Company Board Recommendation more than once with respect to any Competing Proposal (with modification to the financial terms thereof or any other material term thereof constituting a new Competing Proposal); (vi) if a tender offer or exchange offer that constitutes a Competing Proposal is commenced, fail to take publicly recommend against acceptance of such tender offer or exchange offer by the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act Company Shareholders within ten (10) Business Days after the commencement of such Acquisition Proposal, thereof (or any modification to the financial terms thereof or any other material terms thereof); (vii) fail to include the Company Board Recommendation in the Joint Proxy Statement, (viii) exempt enter into any Person other than Parent or Merger Sub from any Takeover Statute or approve or authorize, or cause or permit the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or partnership agreement providing for other similar Contract or understanding relating to any Acquisition Competing Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.3) (a “Company Acquisition Agreement”) whether binding or nonbinding); or (ixviii) commit resolve or agree to do any of the foregoing (the acts any act described in clauses (iii), (iv), (v), ) or (vi), (vii), this clause (viii) or (ix) (to the extent related to the foregoing clauses (iii), (iv), (v), ) or (vi), (vii), (viii) or (ix))above, a “Company Change of Recommendation”). Immediately following the execution of this Agreement, the Company shall, and shall cause the Company’s Affiliates to, and shall direct and use commercially reasonable efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons (or provision of any non-public information to any Persons) with respect to any inquiry, proposal, offer, request for non-public information or expression of interest that constitutes, or may reasonably be expected to result in, an Acquisition Proposal. Promptly following the execution of this Agreement, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Law. For purposes of this Section 5.3, the term “Person” means any Person or “group,” as defined in Section 13(d) Any violation of the Exchange Act, other than, with respect to Parent, the Company or any Company Subsidiary or any of their Representatives. Notwithstanding the limitations set forth restrictions contained in this Section 5.3(a5.2(a) and subject to compliance with the Company’s obligations contained or in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt 5.2(b) by any of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3, the Company and the Company Subsidiaries and the Company’s Representatives may contact the Person or any of its Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 shall not, in and of themselves, be deemed to be a Change breach of Recommendationthis Section 5.2(a) or in Section 5.2(b), respectively, by the Company. The Company agrees that neither it, nor its affiliates, will enter into any agreement with any Third Party subsequent to the date of this Agreement which would prohibit the Company or any of its affiliates from providing any information to Parent in accordance with, or otherwise complying with, this Section 5.2.

Solicitation by the Company. (a) Except as expressly permitted by Notwithstanding any provision of this Section 5.3Agreement to the contrary, from and after during the period beginning on the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated in accordance with Article VIIIand continuing until 11:59 p.m. (Eastern time) on December 11, 2015 (the “No-Shop Period Start Date”), the Company agrees that it shall not, and shall cause the Company’s Affiliates not to, and shall direct and use commercially reasonable efforts to cause its Subsidiaries and their respective Representatives not shall have the right to, directly or indirectly: indirectly through another person, (i) solicit, initiate or knowingly initiate, encourage or facilitate (including by way or assist or cooperate with respect to, any Acquisition Proposal from any person that is not an Affiliate of providing information or taking any other action) any inquiry, proposal, offer, request for information, expression of interest the Company or the making, submission or announcement of any inquiry, proposal, offer, request for information or expression of interest from any Person which constitutes or may reasonably be expected to result in, an Acquisition Proposal, making thereof and (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a)enter into, continue or to disclose to such Person the existence of this Section 5.3, engage or otherwise participate in any discussions or negotiations regardingwith, or furnish any information or data in connection with, any Acquisition Proposal to any Person person that is not an Affiliate of the Company pursuant to a customary confidentiality agreement on terms, that taken as a whole, are not materially more favorable to such person than the provisions of the Confidentiality Agreement (it being understood that such confidentiality agreement need not contain a standstill provision or otherwise prohibit the making, or amendment, of an Acquisition Proposal) and which does not prohibit the Company from complying with its obligations under this Agreement (an “Acceptable Confidentiality Agreement”), provided, that all such information and data has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such person. No later than 24 hours after the No-Shop Period Start Date, the Company shall notify Parent in writing of the identity of each person from whom the Company has received an Acquisition Proposal prior to the No-Shop Period Start Date that has not been withdrawn and for which the Board of Directors of the Company determines in good faith (after consultation with its outside legal advisors and a financial advisor of nationally recognized reputation) constitutes or would reasonably be expected to lead to a Superior Proposal and provide to Parent (x) a copy of any information relating such Acquisition Proposal made in writing and any other written terms or proposals provided (including financing commitments) to the Company or any Company Subsidiary in connection with or in response to an Acquisition Proposal, of its Subsidiaries and (iiiy) adopt, approve, endorse or recommend, or publicly propose to adopt, approve, endorse or recommend any Acquisition Proposal, (iv) withdraw (or change, amend, modify or qualify in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) written summary of the Company Board Recommendation, or commit or agree to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five not made in writing (5) Business Days prior to the Effective Time, fail to take the actions referred to in this clause (vincluding any material terms proposed orally or supplementally), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to include the Company Board Recommendation in the Joint Proxy Statement, (viii) exempt any Person other than Parent or Merger Sub from any Takeover Statute or approve or authorize, or cause or permit the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement or partnership agreement providing for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.3) (a “Company Acquisition Agreement”) or (ix) commit or agree to do any of the foregoing (the acts described in clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix)), a “Change of Recommendation”). Immediately following the execution of this Agreement, the Company shall, and shall cause the Company’s Affiliates to, and shall direct and use commercially reasonable efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons (or provision of any non-public information to any Persons) with respect to any inquiry, proposal, offer, request for non-public information or expression of interest that constitutes, or may reasonably be expected to result in, an Acquisition Proposal. Promptly following the execution of this Agreement, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Law. For purposes of this Section 5.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parent, the Company or any Company Subsidiary or any of their Representatives. Notwithstanding the limitations set forth in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3, the Company and the Company Subsidiaries and the Company’s Representatives may contact the Person or any of its Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 shall not, in and of themselves, be deemed to be a Change of Recommendation.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated in accordance with Article VIIIpursuant to Section 8.1, the Company agrees that it shall notnot (and shall not permit any Company Subsidiary to), and shall cause the Company’s Affiliates not to, and that it shall direct and use commercially its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or facilitate (including by way of providing information or taking any other action) any inquiryinquiry with respect to, proposal, offer, request for information, expression of interest or the making, making or submission or announcement of any inquiry, proposalproposal or offer (including any inquiry, offer, request for information proposal or expression of interest from any Person offer to its stockholders) which constitutes or may would be reasonably be expected to result inlead to, an Acquisition a Company Competing Proposal, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations regardingregarding a Company Competing Proposal with, or furnish to any nonpublic information in furtherance of a Company Competing Proposal to, any Person any information relating that has made or, to the Company’s knowledge, is considering making a Company or any Company Subsidiary in connection with or in response Competing Proposal (except to an Acquisition Proposalnotify such Person as to the existence of the provisions of this Section 5.3), (iii) adoptwaive, approve, endorse or recommend, or publicly propose to adopt, approve, endorse or recommend any Acquisition Proposal, (iv) withdraw (or change, amendterminate, modify or qualify in a manner adverse release any Person (other than Parent, Merger Sub and their respective Affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation (provided that the Company shall not be required to Parenttake, or be prohibited from taking, any action otherwise prohibited or required under this subclause (iii) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) if the Company Board Recommendation, of Directors determines in good faith (after consultation with the Company’s outside legal advisors) that such action or commit or agree inaction would be reasonably likely to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm be inconsistent with the Company Board Recommendation within ten (10) Business Days (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior to the Effective Time, fail to take the actions referred to in this clause (v), with references to the directors’ fiduciary duties under applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to include the Company Board Recommendation in the Joint Proxy Statement, (viii) exempt any Person other than Parent or Merger Sub from any Takeover Statute or approve or authorize, or cause or permit the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement or partnership agreement providing for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.3) (a “Company Acquisition Agreement”) or (ix) commit or agree to do any of the foregoing (the acts described in clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix)), a “Change of Recommendation”Law). Immediately following the execution of this Agreement, the The Company shall, and shall cause the Company’s Affiliates to, Company Subsidiaries and shall direct and use commercially reasonable efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons (or provision of any non-public information to any Persons) Person conducted heretofore with respect to any inquiry, proposal, offer, request for non-public information or expression of interest that constitutesCompany Competing Proposal, or any inquiry or proposal that may reasonably be expected to result inlead to a Company Competing Proposal, an Acquisition Proposal. Promptly following request the execution prompt return or destruction of this Agreement, the Company shall all confidential information previously furnished in connection therewith and immediately terminate or cause to be terminated all physical and electronic dataroom access previously granted to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Law. For purposes of this Section 5.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parent, the Company or any Company Subsidiary or any of their its Representatives. Notwithstanding the limitations set forth in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3, the Company and the Company Subsidiaries and the Company’s Representatives may contact the Person or any of its Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 shall not, in and of themselves, be deemed to be a Change of Recommendation.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof until the earlier of the Effective Acceptance Time or the date, if any, on which this Agreement is validly terminated in accordance with Article VIIIpursuant to Section 9.1, the Company agrees that it shall not, and shall cause the Company’s Affiliates controlled affiliates not to, and shall direct and use commercially reasonable efforts to cause its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate or knowingly encourage or facilitate (including by way of providing information or taking any other action) any inquiry, proposal, proposal or offer, request for information, expression of interest or the making, submission or announcement of any inquiry, proposal, offer, request for information proposal or expression of interest from any Person offer which constitutes or may would be reasonably be expected to result in, lead to an Acquisition Proposal, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations regarding, or furnish to any Person person any nonpublic information relating to the Company or any Company Subsidiary in connection with an actual or in response to an potential Acquisition Proposal, (iii) adopt, approve, endorse or recommend, or publicly propose to adopt, approve, endorse or recommend recommend, any Acquisition Proposal, (iv) withdraw (or withdraw, change, amend, modify or qualify qualify, or otherwise propose to withdraw, change, amend, modify or qualify, in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, or commit or agree to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly recommend against any such Acquisition Proposal within ten (10) business days after the public disclosure of such Acquisition Proposal (or subsequently withdraw, change, amend, modify or qualify, in a manner adverse to Parent, such rejection of such Acquisition Proposal) and reaffirm the Company Board Recommendation within such ten (10) Business Days business day period (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days business days prior to the Effective Timethen-scheduled expiration of the Offer, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) Business Day business day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(abusiness days), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to include the Company Board Recommendation in the Joint Proxy StatementSchedule 14D-9, (viiivii) exempt any Person other than Parent or Merger Sub from any Takeover Statute or approve approve, or authorize, or cause or permit the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement, partnership agreement or partnership similar agreement or document relating to, or any other agreement or commitment providing for for, any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.36.3) (a “Company Acquisition Agreement”) or (ixviii) commit or agree to do any of the foregoing (the acts any act described in clauses (iii), (iv), (v), (vi), (vii), ) and (viii) or (ix) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ixvii)), a “Change of Recommendation”). Immediately following the execution of this Agreement, the The Company shall, and shall cause the Company’s Affiliates controlled affiliates to, and shall direct and use commercially reasonable efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated any and all existing solicitationssolicitation, discussions or negotiations with any Persons persons (or provision of any non-public nonpublic information to any Personspersons) with respect to any inquiry, proposal, offer, request for non-public information proposal or expression of interest offer that constitutes, or may could reasonably be expected to result inlead to, an Acquisition Proposal. Promptly after the date hereof (and in any event within two (2) business days following the execution of this Agreementdate hereof), the Company shall (A) request in writing that each person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal or potential Acquisition Proposal promptly destroy or return to the Company all nonpublic information heretofore furnished by the Company or any of its Representatives to such person or any of its Representatives in accordance with the terms of such confidentiality agreement and (B) terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Personperson. The Company shall be permitted to enforce, and not waive, terminate or modify without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) agreement; provided that, if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with a breach of the directors’ fiduciary duties under applicable Law, the Company may, with prior written notice to Parent, waive such standstill solely to the extent necessary to permit the applicable person (if it has not been solicited in violation of this Section 6.3) to make, on a confidential basis to the Company Stockholders under applicable LawBoard of Directors, an Acquisition Proposal, conditioned upon such person agreeing to disclosure of such Acquisition Proposal to Parent, in each case as contemplated by this Section 6.3. For purposes of this Section 5.36.3, the term “Personperson” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parentthe Company, the Company Parent or any Company Parent Subsidiary or any of their Representatives. For the avoidance of doubt, any violation of the restrictions set forth in this Section 6.3 by any of the Company’s controlled affiliates or any of their respective Representatives shall be a breach of this Section 6.3 by the Company. Notwithstanding the limitations set forth in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c6.3(a), if the Company receives, following the date hereof and prior to the receipt of the Company Stockholder ApprovalAcceptance Time, an unsolicited a bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.36.3, the Company and the Company Subsidiaries and the Company’s Representatives may contact the Person or any of its Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 6.3 shall not, in and of themselves, be deemed to be a Change of Recommendation.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1, and except as otherwise specifically provided for in accordance with Article VIIIthis Agreement, the Company agrees that it shall not, not and shall cause the Company’s Affiliates Company Subsidiaries and its and their directors and officers not to, and the Company shall direct and use commercially reasonable efforts to cause instruct its and their respective Representatives not to, directly to on behalf of the Company or indirectlyany Company Subsidiary: (i) solicit, solicit or initiate or knowingly facilitate or encourage or facilitate (including by way of providing information or taking furnishing any other actionnon-public information) any inquiry, proposal, offer, request for information, expression of interest proposal or the making, submission or announcement of any inquiry, proposal, offer, request for information or expression of interest from any Person which offer that constitutes or may would be reasonably be expected to result in, an Acquisition Proposal, (ii) other than clarifying terms of the Acquisition lead to a Competing Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations with respect thereto (other than, solely in response to an inquiry not solicited in breach of this Section 5.2, informing any Person making such an inquiry of the existence of the provisions contained in this Section 5.2) (provided, however, that the Company and its Representatives may make inquiries of a Person making a Competing Proposal (and its Representatives) to ascertain facts regarding, and clarify the terms of, such Competing Proposal for the purpose of the Company Board informing itself about such Competing Proposal and the Person making it); (ii) provide any non-public information regarding, or furnish access to any Person any information relating to the properties, personnel, books and records of, the Company or any Company Subsidiary to any Person or “group” (as defined under Section 13(d) of the Exchange Act) in connection with or in response under circumstances that would reasonably be expected to an Acquisition lead to a Competing Proposal, except as permitted by Section 5.2(c) below; (iii) adoptapprove or publicly recommend, approve, endorse or propose publicly to approve or recommend, or publicly propose to adopt, approve, endorse or recommend any Acquisition Competing Proposal, ; (iv) withdraw (or change, amend, modify change or qualify in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, or commit or agree to take any such action, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days (or, with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior to the Effective Time, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such Acquisition Proposal, (vii) fail to include the Company Board Recommendation in the Joint Proxy Statement, Statement when disseminated to the shareholders of the Company; (viiiv) exempt any Person other than Parent or Merger Sub from any Takeover Statute or approve or authorizefail to publicly reaffirm the Company Board Recommendation, or cause publicly recommend against acceptance of, within five (5) Business Days after receipt of a written request by Parent following a Competing Proposal (or permit material modification thereto) becoming publicly known or the Company commencement of a tender or exchange offer (or material modification thereto) for any Company Subsidiary to outstanding shares or other securities of the Company, or publicly recommend against acceptance of such Competing Proposal; (vi) enter into, into any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understandingintent (whether binding or non-binding), agreement in principle, option agreement, joint venture agreement or partnership agreement commitment providing for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Competing Proposal, except as permitted by Section 5.35.2(c) (a “Company Acquisition Agreement”) below; or (ixvii) commit resolve or agree to do any of the foregoing (the acts any act described in clauses (iii), (iv), (v), (vi), (vii), (viii) or (ixv) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix))above, a “Company Change of Recommendation”). Immediately following Any violation of the execution restrictions contained in this Section 5.2(a) or Section 5.2(b) by any of the Company’s Representatives shall be deemed to be a breach of this AgreementSection 5.2(a) by the Company. The Company shall not, and shall cause each Company Subsidiary not to, enter into any Contract with any Person subsequent to the date of this Agreement that would restrict the Company’s ability to provide to Parent the information described in this ‎Section 5.2, and other than customary confidentiality agreements executed prior to the date hereof, neither the Company nor any of its Subsidiaries is currently party to any Contract that prohibits the Company from providing the information described in this ‎Section 5.2 to Parent. The Company (i) shall not, and shall cause each Company Subsidiary not to, terminate, waive, amend or modify, or grant permission under, any standstill provision in any confidentiality agreement to which it or any of its Subsidiaries is or becomes a party (other than as occurs in accordance with the terms of any such standstill provision in effect as of the date hereof), and (ii) shall, and shall cause the Company’s Affiliates toeach Company Subsidiary, and shall direct and to use commercially reasonable efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons (or provision enforce such standstill provisions if it becomes aware of any non-public information to any Persons) with respect to any inquiry, proposal, offer, request for non-public information or expression breach of interest that constitutes, or may reasonably be expected to result in, an Acquisition Proposal. Promptly following the execution of this Agreement, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with by the directors’ fiduciary duties to the Company Stockholders under applicable Law. For purposes of this Section 5.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parent, the Company or any Company Subsidiary or any of their Representatives. Notwithstanding the limitations set forth in this Section 5.3(a) and party subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3, the Company and the Company Subsidiaries and the Company’s Representatives may contact the Person or any of its Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 shall not, in and of themselves, be deemed to be a Change of Recommendationthereto.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated in accordance with Article VIIISection 8.1, and except as otherwise specifically provided for in this Agreement, the Company agrees that it shall not, not and shall cause the Company’s Affiliates Company Subsidiaries and its and their directors and officers not to, and the Company shall direct and use commercially reasonable efforts to cause instruct its and their respective Representatives to not to, directly or indirectlyto on behalf of the Company: (i) solicit, solicit or initiate or knowingly assist, facilitate or encourage or facilitate (including by way of providing information or taking any other action) any inquiry, proposal, offer, request for information, expression of interest proposal or the making, submission or announcement of any inquiry, proposal, offer, request for information or expression of interest from any Person which offer that constitutes or may would be reasonably be expected to result in, an Acquisition Proposal, (ii) other than clarifying terms of the Acquisition lead to a Competing Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations with respect thereto (other than, solely in response to an inquiry not solicited in breach of this Section 5.2, informing the Person making such inquiry of the existence of the provisions contained in this Section 5.2); (ii) provide any information regarding, cooperate with or furnish provide access to any Person any information relating to the properties, personnel, books and records of, the Company or any Company Subsidiary to any Person or “group” (as defined under Section 13(d) of the Exchange Act) (other than Parent, Merger Sub or any designees of Parent or Merger Sub) in connection with or in response under circumstances that would reasonably be expected to an Acquisition lead to a Competing Proposal, except as permitted by Section 5.2(c) below; (iii) adoptparticipate or engage in discussions or negotiations with any Person with respect to a Competing Proposal; (iv) approve, endorse, or publicly recommend, or propose publicly to approve, endorse or recommend, or publicly propose to adopt, approve, endorse or recommend any Acquisition Competing Proposal, ; (ivv) withdraw (or change, amend, modify change or qualify in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, Recommendation or commit or agree fail to take any such action, include the Company Board Recommendation in the Proxy Statement when disseminated to the Company Shareholders; (vvi) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days after receipt of a written request by Parent following a Competing Proposal (or, or modification to the financial terms thereof or modification of any other material term thereof) becoming publicly known; provided that the Company and its Representatives shall have no obligation to reaffirm the Company Board Recommendation more than once with respect to any material amendments, revisions or changes Competing Proposal (with modification to the financial terms of thereof or any such previously publicly disclosed Acquisition other material thereof constituting a new Competing Proposal); (vii) if a tender offer or exchange offer that constitutes a Competing Proposal that are publicly disclosed within the last five (5) Business Days prior to the Effective Timeis commenced, fail to take publicly recommend against acceptance of such tender offer or exchange offer by the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a), (vi) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act Company Shareholders within ten (10) Business Days after the commencement of such Acquisition Proposal, thereof (vii) fail or any modification to include the Company Board Recommendation in the Joint Proxy Statement, financial terms thereof or any other material terms thereof); (viii) exempt enter into any Person other than Parent or Merger Sub from any Takeover Statute or approve or authorize, or cause or permit the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or partnership agreement providing for other similar Contract or understanding relating to any Acquisition Competing Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.3) (a “Company Acquisition Agreement”) whether binding or nonbinding); or (ix) commit resolve or agree to do any of the foregoing (the acts any act described in clauses (iii), (iv), (v), (vi), (vii), (viiiiv)-(viii) or this clause (ix) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ixiv)-(viii)), above, a “Company Change of Recommendation”). Immediately following Any violation of the execution of this Agreement, the Company shall, and shall cause the Company’s Affiliates to, and shall direct and use commercially reasonable efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons (or provision of any non-public information to any Persons) with respect to any inquiry, proposal, offer, request for non-public information or expression of interest that constitutes, or may reasonably be expected to result in, an Acquisition Proposal. Promptly following the execution of this Agreement, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision restrictions contained in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Law. For purposes of this Section 5.3, the term “Person” means any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to Parent, the Company or 5.2 by any Company Subsidiary or any of their Representatives. Notwithstanding the limitations set forth in this Section 5.3(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the or any Company receives, following the date hereof and prior to the receipt of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3, the Company and the Company Subsidiaries and the CompanySubsidiary’s Representatives may contact the Person or any of its Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 shall not, in and of themselves, be deemed to be a Change breach of Recommendationthis Section 5.2 by the Company. The Company agrees that neither it, nor its affiliates, will enter into any agreement with any Third Party subsequent to the date of this Agreement which would prohibit the Company or any of its affiliates from providing any information to Parent in accordance with, or otherwise complying with, this Section 5.2. Neither the Company nor any of its Subsidiaries is currently party to any agreement that prohibits the Company from providing the information described in this Section 5.2 to Parent.

Solicitation by the Company. (a) Except as expressly permitted by this Section 5.3, from From and after the date hereof of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1, and except as otherwise specifically provided for in accordance with Article VIIIthis Agreement, the Company agrees that it shall not, not and shall cause the Company’s Affiliates Company Subsidiaries and its and their directors and officers not to, and the Company shall direct and use commercially reasonable efforts to cause instruct its and their respective Representatives not to, directly or indirectlyto on behalf of the Company: (i) solicit, solicit or initiate a Competing Proposal or knowingly encourage or facilitate (including by way of providing information or taking any other action) any inquiry, proposal, offer, request for information, expression of interest or the making, submission or announcement of any inquiry, proposal, offer, request for information or expression of interest from any Person which constitutes or may reasonably be expected to result in, an Acquisition Proposal, (ii) other than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.3(a), or to disclose to such Person the existence of this Section 5.3, engage or participate in any discussions or negotiations with respect thereto (other than informing any Person of the existence of the provisions contained in this Section 5.2) (provided, however, that the Company and its Representatives may make inquiries of a person making a Competing Proposal (and its Representatives) to ascertain facts regarding, and clarify the terms of, such Competing Proposal for the purpose of the Company Board of Directors informing itself about such Competing Proposal and the Person making it), (ii) provide any non-public information regarding, or furnish access to any Person any information relating to the properties, personnel, books and records of, the Company or any Company Subsidiary to any person or “group” (as defined under Section 13(d) of the Exchange Act) in connection with or in response under circumstances that would reasonably be expected to an Acquisition lead to a Competing Proposal, except as permitted by Section 5.2(c) below, (iii) adoptapprove or publicly recommend, approve, endorse or propose publicly to approve or recommend, or publicly propose to adopt, approve, endorse or recommend any Acquisition Competing Proposal, (iv) withdraw (or change, amend, modify change or qualify in a manner adverse to Parent) or otherwise publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent) the Company Board Recommendation, Recommendation or commit or agree fail to take any such actioninclude the Company Board Recommendation in the Proxy Statement Table of Contents when disseminated to the stockholders of the Company, (v) if an Acquisition Proposal has been publicly disclosed, fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days business days after receipt of a written request by Parent following a Competing Proposal (oror material modification thereto) becoming publicly known or the commencement of a tender or exchange offer (or material modification thereto) for any outstanding shares of capital stock of the Company, provided that the Company and its Representatives shall have no obligation to reaffirm the Company Board Recommendation more than once with respect to any material amendments, revisions or changes to the terms of any such previously publicly disclosed Acquisition Proposal that are publicly disclosed within the last five (5) Business Days prior to the Effective Time, fail to take the actions referred to in this clause (v), with references to the applicable ten (10) Business Day period being replaced with three (3) Business Days), in each case subject to clause (vi) of this Section 5.3(a)Competing Proposal, (vi) fail to recommend, in a Solicitation/publicly reaffirm the Company Board Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days business days after any change of directors constituting at least a majority of the commencement Company Board of such Acquisition ProposalDirectors, (vii),enter into any letter of intent agreement or commitment providing for any Competing Proposal or (vii) fail to include the Company Board Recommendation in the Joint Proxy Statement, (viii) exempt any Person other than Parent or Merger Sub from any Takeover Statute or approve or authorize, or cause or permit the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement or partnership agreement providing for any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.3) (a “Company Acquisition Agreement”) or (ix) commit resolve or agree to do any of the foregoing (the acts any act described in clauses (iii), (iv), (v), (vi), (vii), (viii) or (ixvi) (to the extent related to the foregoing clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix))above, a “Company Change of Recommendation”). Immediately following the execution of this Agreement, the Company shall, and shall cause the Company’s Affiliates to, and shall direct and use commercially reasonable efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated any and all existing solicitations, discussions or negotiations with any Persons (or provision of any non-public information to any Persons) with respect to any inquiry, proposal, offer, request for non-public information or expression of interest that constitutes, or may reasonably be expected to result in, an Acquisition Proposal. Promptly following the execution of this Agreement, the Company shall terminate or cause to be terminated access to any physical or electronic data rooms relating to a possible Acquisition Proposal by any such Person. The Company shall be permitted to waive, without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement (i) in order to permit such person to make an Acquisition Proposal to the Company or (ii) if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Company Stockholders under applicable Law. For purposes of this Section 5.3, the term “Person” means any Person or “group,” as defined in Section 13(d) Any violation of the Exchange Act, other than, with respect to Parent, the Company or any Company Subsidiary or any of their Representatives. Notwithstanding the limitations set forth restrictions contained in this Section 5.3(a5.2(a) and subject to compliance with the Company’s obligations contained in Section 5.3(c), if the Company receives, following the date hereof and prior to the receipt by any of the Company Stockholder Approval, an unsolicited bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.3, the Company and the Company Subsidiaries and the Company’s Representatives may contact the Person or any of its Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that the Company may inform itself about such Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, any notices required to be made to Parent pursuant to this Section 5.3 shall not, in and of themselves, be deemed to be a Change breach of Recommendationthis Section 5.2(a) by the Company.