Common use of Takeover Proposal Clause in Contracts

Takeover Proposal. The Company shall not, and shall cause its Subsidiaries and its and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any inquiry or proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.04(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) to make any Takeover Proposal; (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, memorandum of understanding, or other Contract relating to any Takeover Proposal (each, a “Company Acquisition Agreement”). Except as expressly permitted by this Section 6.04, the Company Board shall not effect a Company Adverse Recommendation Change. From and after the date hereof, the Company shall, and shall cause its Subsidiaries and their respective Representatives to, (A) immediately cease any and all existing activities, solicitations, discussions or negotiations with any Person (other than 38031572.13 the parties hereto) conducted heretofore with respect to any Takeover Proposal, (B) take such action as is reasonably necessary to enforce any confidentiality provisions or provisions of similar effect to which the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary and (C) enforce the provisions of any standstill agreement or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. The Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to any Takeover Proposal with or for the benefit of the Company to promptly return or destroy all confidential information, documents and materials relating to a Takeover Proposal or to the Company, its Subsidiaries or its businesses, operations or affairs heretofore furnished by or on behalf of the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person and terminate any “data room” or similar access of such Persons and their Representatives.

Takeover Proposal. The Except as otherwise provided in this Section 5.04, the Company shall not, and shall direct or cause its respective Subsidiaries and its and or its respective Subsidiaries’ ' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s 's “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to knowingly facilitate or knowingly encourage the submission of any Takeover Proposal or the making of any inquiry or proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.04(b): 5.04(b), below: (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or Opco LLC or any of its their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Opco LLC or any of its their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make make, or has made, any Takeover ProposalProposal (other than to ascertain facts from the Person making such proposal or offer for the sole purpose of the Company Board informing itself about such proposal or offer and the Person that made it and for the Company to refer the inquiring Person to this Section 5.04); (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Opco LLC or any of its their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, memorandum of understanding, or other Contract relating to any Takeover Proposal (other than an Acceptable Confidentiality Agreement) (each, a an “Company Acquisition Agreement”). Except as expressly permitted by this Section 6.045.04, the Company Board shall not effect a Company Adverse Recommendation Change. From and after the date hereof, the The Company shallshall not, and shall cause its Subsidiaries and their respective Representatives to, (A) to cease immediately cease and cause to be terminated any and all existing activities, solicitationsdiscussions, discussions or negotiations negotiations, if any, with any Person (other than 38031572.13 third party conducted prior to the parties hereto) conducted heretofore date hereof with respect to any Takeover Proposal, Proposal and shall use its reasonable best efforts to cause any such third party (Bor its agents or advisors) take such action as is reasonably necessary to enforce any confidentiality provisions or provisions in possession of similar effect to which the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary and (C) enforce the provisions of any standstill agreement or similar agreement with non-public information in respect to any class of equity securities of the Company or Opco LLC or any of its Subsidiaries. The Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to any Takeover Proposal with or for the benefit of the Company to promptly return or destroy all confidential information, documents and materials relating to a Takeover Proposal or to the Company, its their respective Subsidiaries or its businesses, operations or affairs heretofore that was furnished by or on behalf of such party to return or destroy (and confirm destruction of) all such information. Without limiting the Company foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company, purporting to act on behalf of the applicable party or any of its Representatives Subsidiaries, shall be deemed to such Person or any be a breach of its Representatives in accordance with this Section 5.04 by the terms of any confidentiality agreement with such Person and terminate any “data room” or similar access of such Persons and their Representatives.Company. 60

Takeover Proposal. The Company shall notNeither Red Cat, on the one hand, nor Unusual, on the other hand, shall, and each shall cause its their respective Representatives, Subsidiaries and its and its or Subsidiaries’ directorsRepresentatives as applicable, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any inquiry or proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.04(b8.07(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company Red Cat or Unusual or any of its Subsidiaries their respective Subsidiaries, as applicable, to, afford access to the business, properties, assets, books, or records of the Company Red Cat or Unusual or any of its their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make make, or has made, any Takeover Proposal; (ii) (A) except where the Red Cat Board or Unusual Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company Red Cat or Unusual, as applicable, or any of its Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, memorandum of understanding, or other Contract relating to any Takeover Proposal (each, a “Company Acquisition Agreement”). Except as expressly permitted by this Section 6.04, the Company Board shall not effect a Company Adverse Recommendation Change. From and after the date hereof, the Company shall, and shall cause its Subsidiaries and their respective Representatives Subsidiaries to, (A) immediately cease amend or grant any and all existing activities, solicitations, discussions waiver or negotiations with any Person (other than 38031572.13 the parties hereto) conducted heretofore with respect to any Takeover Proposal, (B) take such action as is reasonably necessary to enforce any confidentiality provisions or provisions of similar effect to which the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary and (C) enforce the provisions of release under any standstill agreement or similar agreement with respect to any class of equity securities of the Company Red Cat or Unusual, as applicable, or any of its their respective Subsidiaries. The ; or (iii) enter into any Agreement in Principle, Letter of Intent, Term Sheet, Acquisition Agreement, Merger Agreement, Option Agreement, Joint Venture Agreement, Partnership Agreement, or other Target Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Red Cat Board shall not effect a Red Cat Adverse Recommendation Change (“Red Cat Adverse Recommendation Change”). Red Cat on the one hand, and Unusual, on the other hand, shall, and shall cause their respective Representatives, Subsidiaries and Subsidiaries’ Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with or for any third party conducted prior to the benefit of the Company Effective Date with respect to promptly return or destroy all confidential information, documents and materials relating to a any Takeover Proposal or and shall use its reasonable best efforts to the Company, its Subsidiaries cause any such third party (or its businessesagents or advisors) in possession of non-public information in respect of Red Cat or Unusual, operations or affairs heretofore as applicable, and any of their respective Subsidiaries that was furnished by or on behalf of such Party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the Company foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 8.07 by any Representative of Red Cat or its Subsidiaries, on the one hand, or Unusual or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable Party or any of its Representatives Subsidiaries, shall be deemed to such Person or any be a breach of its Representatives in accordance with this 8.07 by the terms of any confidentiality agreement with such Person and terminate any “data room” or similar access of such Persons and their Representativesapplicable Party.

Takeover Proposal. The Company shall notNeither the Company, on the one hand, nor Parent, on the other hand, shall, and each shall direct and cause its their respective Subsidiaries and its and or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any inquiry or proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.04(b5.04(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or Parent or any of its their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Parent or any of its their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Parent, as applicable, or any of its their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, memorandum of understanding, or other Contract relating to any Takeover Proposal (each, a an “Company Acquisition Agreement”). Except as expressly permitted by this Section 6.045.04, neither the Company Board shall not effect a Company Adverse Recommendation Change, nor shall the Parent Board effect a Parent Adverse Recommendation Change. From The Company on the one hand, and after Parent, on the date hereofother hand, the Company shall, and shall cause its their respective Subsidiaries and their respective and their Subsidiaries’ Representatives to, (A) to cease immediately cease and cause to be terminated any and all existing activities, solicitationsdiscussions, discussions or negotiations negotiations, if any, with any Person (other than 38031572.13 third party conducted prior to the parties hereto) conducted heretofore date hereof with respect to any Takeover Proposal, Proposal and shall use its reasonable best efforts to cause any such third party (Bor its agents or advisors) take such action as is reasonably necessary to enforce any confidentiality provisions or provisions in possession of similar effect to which the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary and (C) enforce the provisions of any standstill agreement or similar agreement with non-public information in respect to any class of equity securities of the Company or Parent, as applicable, and any of its Subsidiaries. The Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to any Takeover Proposal with or for the benefit of the Company to promptly return or destroy all confidential information, documents and materials relating to a Takeover Proposal or to the Company, its their respective Subsidiaries or its businesses, operations or affairs heretofore that was furnished by or on behalf of such party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Representatives Subsidiaries, shall be deemed to such Person or any be a breach of its Representatives in accordance with this Section 5.04 by the terms of any confidentiality agreement with such Person and terminate any “data room” or similar access of such Persons and their Representativesapplicable party.

Takeover Proposal. The Company shall not, and shall direct and cause its Subsidiaries and its the Company’s and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any inquiry or proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.04(b): : (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make make, or has made, any Takeover Proposal; (ii) except where the Company Board (Aacting upon the recommendation of the Special Committee) makes a good-faith determination, after consultation with its financial advisors, if any, and outside legal counsel, that the failure to do so would be inconsistent with the Company Board’s fiduciary duties to the Company or its shareholders under applicable Law, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCLSubsidiaries ; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, memorandum of understanding, or other Contract relating to any Takeover Proposal (each, a “Company Acquisition Agreement”). Except as expressly permitted by this Section 6.045.03, neither the Special Committee nor the Company Board shall not effect a Company Adverse Recommendation Change. From and after the date hereof, the The Company shall, and shall cause its Subsidiaries and their respective the Company’s and its Subsidiaries’ Representatives to, (A) to cease immediately cease and cause to be terminated any and all existing activities, solicitationsdiscussions, discussions or negotiations negotiations, if any, with any Person (other than 38031572.13 third party conducted prior to the parties hereto) conducted heretofore date hereof with respect to any Takeover Proposal, Proposal and shall use its reasonable best efforts to cause any such third party (Bor its agents or advisors) take such action as is reasonably necessary to enforce any confidentiality provisions or provisions in possession of similar effect to which non-public information in respect of the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary and (C) enforce the provisions of any standstill agreement or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. The Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to any Takeover Proposal with or for the benefit of the Company to promptly return or destroy all confidential information, documents and materials relating to a Takeover Proposal or to the Company, its Subsidiaries or its businesses, operations or affairs heretofore that was furnished by or on behalf of the Company and its Subsidiaries to return or any of its Representatives to destroy (and confirm destruction of) all such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person and terminate any “data room” or similar access of such Persons and their Representativesinformation.

Takeover Proposal. The Company shall notNeither the Company, on the one hand, nor Parent, on the other hand, shall, and each shall direct and cause its their respective Subsidiaries and its and its their or their respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any inquiry or proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.04(b5.04(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or Parent or any of its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Parent or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would reasonably be expected to cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Parent, as applicable, or any of its their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, memorandum of understanding, or other Contract relating to any Takeover Proposal (each, a an “Company Acquisition Agreement”). Except as expressly permitted by this Section 6.045.04, neither the Company Board shall not effect a Company Adverse Recommendation Change, nor shall the Parent Board effect a Parent Adverse Recommendation Change. From The Company on the one hand, and after Parent, on the date hereofother hand, the Company shall, and shall cause its their respective Subsidiaries and their respective and their Subsidiaries’ Representatives to, (Aif any) to cease immediately cease and cause to be terminated any and all existing activities, solicitationsdiscussions, discussions or negotiations negotiations, if any, with any Person (other than 38031572.13 third party conducted prior to the parties hereto) conducted heretofore date hereof with respect to any Takeover Proposal, Proposal and shall use its commercially reasonable efforts to cause any such third party (Bor its agents or advisors) take such action as is reasonably necessary to enforce any confidentiality provisions or provisions in possession of similar effect to which the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary and (C) enforce the provisions of any standstill agreement or similar agreement with non-public information in respect to any class of equity securities of the Company or Parent, as applicable, and any of its Subsidiaries. The Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to any Takeover Proposal with or for the benefit of the Company to promptly return or destroy all confidential information, documents and materials relating to a Takeover Proposal or to the Company, its their respective Subsidiaries or its businesses, operations or affairs heretofore that was furnished by or on behalf of such party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the Company foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Representatives Subsidiaries, shall be deemed to such Person or any be a breach of its Representatives in accordance with this Section 5.04 by the terms of any confidentiality agreement with such Person and terminate any “data room” or similar access of such Persons and their Representativesapplicable party.

Takeover Proposal. The Except with respect to actions or omissions taken by or at the direction of Parent, Merger Sub or Parent Guarantor, including in Parent Guarantor’s capacity as a director or officer of the Company or any Subsidiary of the Company, the Company shall not, and shall direct and cause its Subsidiaries and its the Company’s and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any inquiry or proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.04(b5.03(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that doing so could reasonably be expected to result in a Superior Proposal, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholderacquiring person” under, Section 203 Chapter 23B.19 of the DGCLRCW; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, memorandum of understanding, or other Contract relating to any Takeover Proposal (each, a “Company Acquisition Agreement”), other than an Acceptable Confidentiality Agreement entered into in accordance with Section 5.03(b). Except as expressly permitted by this Section 6.04, the Company Board shall not effect a Company Adverse Recommendation Change. From and after the date hereof, the The Company shall, and shall cause its Subsidiaries and their respective the Company’s and its Subsidiaries’ Representatives to, (A) to cease immediately cease and cause to be terminated any and all existing activities, solicitationsdiscussions, discussions or negotiations negotiations, if any, with any Person (other than 38031572.13 third party conducted prior to the parties hereto) conducted heretofore date hereof with respect to any Takeover Proposal, Proposal and shall use its reasonable best efforts to cause any such third party (Bor its agents or advisors) take such action as is reasonably necessary to enforce any confidentiality provisions or provisions in possession of similar effect to which non-public information in respect of the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary and (C) enforce the provisions of any standstill agreement or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. The Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to any Takeover Proposal with or for the benefit of the Company to promptly return or destroy all confidential information, documents and materials relating to a Takeover Proposal or to the Company, its Subsidiaries or its businesses, operations or affairs heretofore that was furnished by or on behalf of the Company and its Subsidiaries to return or any of its Representatives to destroy (and confirm destruction of) all such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person and terminate any “data room” or similar access of such Persons and their Representativesinformation.

Takeover Proposal. The Company shall not, and shall direct and cause its Subsidiaries and its the Company’s and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any inquiry or proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.04(b3.8(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause the Company Board to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, memorandum of understanding, or other Contract relating to any Takeover Proposal (each, a “Company Acquisition Agreement”). Except as expressly permitted by this Section 6.043.8, the Company Board shall not effect a Company Adverse Recommendation Change. From and after the date hereof, the The Company shall, and shall cause its Subsidiaries and their respective the Company’s and its Subsidiaries’ Representatives to, (A) to cease immediately cease and cause to be terminated any and all existing activities, solicitationsdiscussions, discussions or negotiations negotiations, if any, with any Person (other than 38031572.13 third party conducted prior to the parties hereto) conducted heretofore date hereof with respect to any Takeover Proposal, Proposal and shall use its reasonable best efforts to cause any such third party (Bor its agents or advisors) take such action as is reasonably necessary to enforce any confidentiality provisions or provisions in possession of similar effect to which non-public information in respect of the Company or any of its Subsidiaries is a party that was furnished by or on behalf of which the Company or any of and its Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is a beneficiary and (C) enforce understood that any violation of or the provisions taking of actions inconsistent with the restrictions set forth in this Section 3.8 by any standstill agreement or similar agreement with respect to any class of equity securities Representative of the Company or any of its Subsidiaries. The Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating , whether or not such Representative is purporting to any Takeover Proposal with or for the benefit of the Company to promptly return or destroy all confidential information, documents and materials relating to a Takeover Proposal or to the Company, its Subsidiaries or its businesses, operations or affairs heretofore furnished by or act on behalf of the Company or any of its Representatives Subsidiaries, shall be deemed to such Person or any be a breach of its Representatives in accordance with this Section 3.8 by the terms of any confidentiality agreement with such Person and terminate any “data room” or similar access of such Persons and their RepresentativesCompany.

Takeover Proposal. The Except as may relate to any Excluded Party (for so long as such Person or group is an Excluded Party) or as expressly permitted by this Section 5.04, subject to the terms of Section 5.04(d), from and after the No-Shop Period Start Date, the Company shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit its and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not Representatives to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any inquiry or proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.04(b5.04(d): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make make, or has made, any Takeover Proposal; (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, memorandum of understanding, or other Contract relating to any Takeover Proposal (each, a “Company Acquisition Agreement”). Except as expressly permitted by this Section 6.045.04, the Company Board shall not effect a Company Adverse Recommendation Change. From and after the date hereof, the Company shall, and shall cause its Subsidiaries and their respective Representatives to, (A) immediately cease any and all existing activities, solicitations, discussions or negotiations with any Person (other than 38031572.13 the parties hereto) conducted heretofore with respect to any Takeover Proposal, (B) take such action as is reasonably necessary to enforce any confidentiality provisions or provisions of similar effect to which the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary and (C) enforce the provisions of any standstill agreement or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. The Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to any Takeover Proposal with or for the benefit of the Company to promptly return or destroy all confidential information, documents and materials relating to a Takeover Proposal or to the Company, its Subsidiaries or its businesses, operations or affairs heretofore furnished by or on behalf of the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person and terminate any “data room” or similar access of such Persons and their Representatives.

Takeover Proposal. The Company shall notshall, and each shall cause its their respective Subsidiaries and its and or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any inquiry or proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.04(b): or (i) encourage, conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or Parent or any of its their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Parent or any of its their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make make, or has made, any Takeover Proposal; (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, memorandum of understanding, or other Contract relating to any Takeover Proposal (each, a an “Company Acquisition Agreement”), (iii) agree to, approve or recommend an Takeover Proposal. Except as expressly permitted by this Section 6.04, the Company Board shall not effect a Company Adverse Recommendation Change. From and after the date hereof, the The Company shall, and shall cause its their respective Subsidiaries and their respective and their Subsidiaries’ Representatives to, (A) to cease immediately cease and cause to be terminated any and all existing activities, solicitationsdiscussions, discussions or negotiations negotiations, if any, with any Person (other than 38031572.13 third party conducted prior to the parties hereto) conducted heretofore date hereof with respect to any Takeover Proposal, Proposal and shall use its reasonable best efforts to cause any such third party (Bor its agents or advisors) take such action as is reasonably necessary to enforce any confidentiality provisions or provisions in possession of similar effect to which the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary and (C) enforce the provisions of any standstill agreement or similar agreement with non-public information in respect to any class of equity securities of the Company or Parent, as applicable, and any of its Subsidiaries. The Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to any Takeover Proposal with or for the benefit of the Company to promptly return or destroy all confidential information, documents and materials relating to a Takeover Proposal or to the Company, its their respective Subsidiaries or its businesses, operations or affairs heretofore that was furnished by or on behalf of such party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company or its Subsidiaries, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Representatives Subsidiaries, shall be deemed to such Person or any be a breach of its Representatives in accordance with this Section 5.04 by the terms of any confidentiality agreement with such Person and terminate any “data room” or similar access of such Persons and their Representativesapplicable party.

Takeover Proposal. The Company shall notshall, and shall cause its Subsidiaries and its and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any inquiry or proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.04(b): or (i) encourage, conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make make, or has made, any Takeover Proposal; (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, memorandum of understanding, or other Contract relating to any Takeover Proposal (each, a an “Company Acquisition Agreement”). Except as expressly permitted by this Section 6.04, the Company Board shall not effect a Company Adverse Recommendation Change. From and after the date hereof, the Company shall, and shall cause its Subsidiaries and their respective Representatives (iii) agree to, (A) approve or recommend an Takeover Proposal. The Company shall cease immediately cease and cause to be terminated any and all existing activities, solicitationsdiscussions, discussions or negotiations negotiations, if any, with any Person (other than 38031572.13 third party conducted prior to the parties hereto) conducted heretofore date hereof with respect to any Takeover Proposal, Proposal and shall use its reasonable efforts to cause any such third party (Bor its agents or advisors) take such action as is reasonably necessary to enforce any confidentiality provisions or provisions in possession of similar effect to which the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary and (C) enforce the provisions of any standstill agreement or similar agreement with non-public information in respect to any class of equity securities of the Company or any of its Subsidiaries. The Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to any Takeover Proposal with or for the benefit of the Company to promptly return or destroy (and confirm destruction of) all confidential such information. Without limiting the foregoing, documents and materials relating to a Takeover Proposal it is understood that any violation of or to the taking of actions inconsistent with the restrictions set forth in this Section 5.04 by any Representative of the Company, its Subsidiaries whether or its businesses, operations or affairs heretofore furnished by or not such Representative is purporting to act on behalf of the Company or any applicable party, shall be deemed to be a breach of its Representatives to such Person or any of its Representatives in accordance with this Section 5.04 by the terms of any confidentiality agreement with such Person and terminate any “data room” or similar access of such Persons and their Representativesapplicable party.