Common use of Takeover Proposals Clause in Contracts

Takeover Proposals. Giga, and each shall cause it Representatives, Subsidiaries or Subsidiaries’ Representatives as applicable, 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 proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.05(b), (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Giga or any of its Subsidiaries, as applicable, to, afford access to the business, properties, assets, books, or records of Giga 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, or has made, any Takeover Proposal; (ii) except where the Giga Board makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that it would or 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 Giga or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries; 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 Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Giga Board shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and Subsidiaries’ Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the Effective Date with respect to any Takeover Proposal and shall request that any such third party (or its agents or advisors) in possession of non-public information in respect of Giga 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 foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.05 by any Representative of Giga or its Subsidiaries whether or not such Representative is purporting to act on behalf of Giga or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.05 by the applicable party.

Takeover Proposals. Giga(a) The Company and its Subsidiaries shall, and each shall use commercially reasonable efforts to cause it Representatives, Subsidiaries or its and its Subsidiaries’ directors, officers and employees to, and shall direct its investment bankers, financial advisors, attorneys, accountants and other advisors, agents or representatives (collectively, “Representatives”) retained by it to, immediately cease and cause to be terminated any discussions or negotiations with any parties (other than Parent, Merger Sub and their respective representatives) that may be ongoing as of the date of this Agreement with respect to a Takeover Proposal. The Company and its Subsidiaries shall not, and shall not authorize or permit the officers, directors or employees to, and shall direct its Representatives as applicable, not to, directly or indirectly, indirectly (i) solicit, initiate, propose or knowingly take any action to encourage or facilitate or encourage the submission of any Takeover Proposal, (ii) enter into any agreement or agreement in principle with respect to a Takeover Proposal, or (iii) initiate or participate in any way in any negotiations or discussions regarding, or furnish or disclose to any Person (other than Parent and Merger Sub) any information with respect to or in connection with or which would reasonably likely lead to any Takeover Proposal; provided, however, that at any time prior to obtaining the Company Stockholder Approval, in response to a bona fide written Takeover Proposal received after the date hereof (I) that was not solicited by the Company or a Representative on its behalf, and (II) that the making Company’s Board of any proposal that Directors or Special Committee determines in good faith (after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation) constitutes, or could reasonably be expected to lead to any Takeover to, a Superior Proposal, orif the Company’s Board of Directors or Special Committee determines in good faith (after consultation with its outside legal counsel) that it is required to do so in order to comply with its fiduciary duties to the shareholders of the Company under applicable Law, then the Company may, subject to compliance with Section 6.05(b)4.7(b) in the circumstances set forth therein, (i) conduct furnish information and/or draft agreements with respect to the Company to the Person making such Takeover Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) pursuant to a customary confidentiality agreement no less favorable to the Company than the Confidentiality Agreement; provided, that all such information and the material terms of any such draft agreements have previously been made available to Parent or engage is made available to Parent prior to, or concurrently with, the time it is provided to such Person and (ii) participate in any discussions or negotiations withwith the Person making such Takeover Proposal (and its officers, disclose any non-public information relating to Giga or any of its Subsidiariesdirectors, as applicableemployees, toaccountants, afford access to the businessconsultants, properties, assets, books, or records of Giga 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, or has made, any Takeover Proposal; (ii) except where the Giga Board makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that it would or could reasonably be expected to result in a Superior advisors, agents and other representatives) regarding such Takeover Proposal, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries; 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 Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Giga Board shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and Subsidiaries’ Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the Effective Date with respect to any Takeover Proposal and shall request that any such third party (or its agents or advisors) in possession of non-public information in respect of Giga 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 foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.05 by any Representative of Giga or its Subsidiaries whether or not such Representative is purporting to act on behalf of Giga or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.05 by the applicable party.

Takeover Proposals. Giga(a) Except as expressly permitted by this Section 6.4, Seller shall not, and each Seller shall cause it Representatives, Subsidiaries not authorize or Subsidiaries’ Representatives as applicable, not permit its representatives to, directly or indirectly, solicit, initiate, solicit or knowingly take any action to encourage or facilitate inquiries or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposalproposals with respect to, or, subject to Section 6.05(b), (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Giga or any of its Subsidiaries, as applicable, to, afford access to the business, properties, assets, booksconcerning, or records of Giga provide any confidential or any of its Subsidiaries nonpublic information or data to, or knowingly assist, participate in, facilitate, or encourage have any effort bydiscussions with, any Person relating to, any Acquisition Proposal; provided that, prior to the receipt of the Seller Stockholder Approval but not after, in the event (1) Seller receives, after the execution of this Agreement, an unsolicited bona fide Acquisition Proposal from a third party and (or its potential sources 2) Seller’s Board of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) except where the Giga Board makes a Directors concludes in good faith determination, after consultation consulting with its financial advisors and outside legal counsel, advisor that it would such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, amend and, after considering the advice of outside counsel, that failure to take such actions would be reasonably likely to be inconsistent with its fiduciary duties to Seller’s stockholders under Applicable Law, Seller may, and may permit its representatives to, furnish or grant any waiver cause to be furnished nonpublic information or release under any standstill data and participate in negotiations or similar agreement discussions with third parties with respect to such Acquisition Proposal; provided that prior to providing any class of equity securities of Giga or any of its Subsidiaries nonpublic information permitted to amend or grant any waiver or release under any standstill or similar be provided pursuant to the foregoing proviso, it shall have entered into an agreement with respect such third party on terms substantially similar to and no more favorable to such third party than those contained in the Confidentiality Agreement and any class of equity securities of Giga nonpublic information provided to such third party shall have previously been provided to Purchaser or any of its Subsidiaries; shall be provided to Purchaser prior to or concurrently with the time it is provided to such third party. Seller shall (iiiA) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Giga Board shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and Subsidiaries’ Representatives to, immediately cease immediately and cause to be terminated any and all existing activities, discussions, discussions or negotiations, if any, negotiations conducted before the date of this Agreement with any third party conducted prior to the Effective Date persons other than Purchaser with respect to any Takeover Acquisition Proposal, (B) not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement relating to any Acquisition Proposal and shall request that any such third party (or its agents or advisors) in possession of non-public information in respect of Giga 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 foregoing, which it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.05 by any Representative of Giga or its Subsidiaries whether or not such Representative is purporting to act on behalf of Giga or any of its Subsidiaries, shall be deemed Affiliates or representatives is a party and (C) use its commercially reasonable efforts to be a breach of this Section 6.05 by the applicable partyenforce any confidentiality or similar agreement relating to any Acquisition Proposal.

Takeover Proposals. Giga(a) VSA agrees that from and after its execution of this Agreement through the Effective Time, it shall not and it shall use its reasonable best efforts to cause the directors, officers, employees and stockholders, and each shall cause it Representativesall investment bankers, Subsidiaries attorneys or Subsidiaries’ Representatives as applicable, other advisors or representatives retained by VSA not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate (i) solicit or encourage the submission of any Takeover Proposal (as hereinafter defined), (ii) participate in any discussions or negotiations regarding, or furnish to any third party any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that could reasonably be expected to lead constitutes, a Takeover Proposal, (iii) make or authorize any statement or recommendation in support of any Takeover Proposal, or (iv) enter into any agreement with respect to any Takeover Proposal, or, subject to Section 6.05(b. (b) Notwithstanding the foregoing paragraph (a), (i) conduct nothing contained in this Section 6.8 shall prohibit the Board of Directors, executive officers or engage stockholders of VSA, or the investment bankers, attorneys, or other advisors or representatives retained by VSA from participating in any discussions or negotiations with, disclose or furnishing any non-public information relating to Giga or any of its Subsidiaries, as applicable, to, afford access to the business, properties, assets, books, or records of Giga or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party that makes a Takeover Proposal if all of the following events shall have occurred: (or its potential sources i) EAI has been notified in writing of financing) that is seeking to makesuch Takeover Proposal within 24 hours of VSA's receipt thereof, or including the identity of the party making the Takeover Proposal and the specific terms and conditions thereof, and has made, any been given copies of such Takeover Proposal; (ii) except where such third party has made a written Takeover Proposal to the Giga Board makes of Directors of VSA, which Takeover Proposal identifies a good faith determinationprice or range of values to be paid and based on the advice of VSA's investment bankers, the Board of Directors of VSA has determined that such Takeover Proposal is financially more favorable to the stockholders of VSA than the terms of the Merger; (iii) VSA's Board of Directors has determined, based on the advice of VSA's investment bankers, that such third party is financially capable of consummating the transactions specified in the Takeover Proposal; and (iv) the Board of Directors of VSA has determined, after consultation with its financial advisors and outside legal counsel, that its fiduciary duties require it would or could reasonably be expected to result in a Superior Proposalfurnish information to and negotiate with such third party. Notwithstanding the foregoing, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries; 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 Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Giga Board VSA shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and Subsidiaries’ Representatives to, cease immediately and cause provide any non-public information to be terminated any and all existing activities, discussions, or negotiations, if any, with any such third party conducted unless (x) prior to the Effective Date with respect date thereof VSA has provided such information to any Takeover Proposal and shall request that EAI; (y) VSA has notified EAI in advance of any such third party (or its agents or advisors) in possession proposed disclosure of non-public information and has provided EAI with a description of the information VSA intends to disclose; and (z) VSA provides such non-public information pursuant to a nondisclosure agreement in respect a form satisfactory to EAI. (c) In addition to the foregoing requirements, VSA shall not accept or enter into any agreement concerning a Takeover Proposal until at least 48 hours after EAI's receipt of Giga and any of their respective Subsidiaries that was furnished by or on behalf a copy of such party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such informationTakeover Proposal. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent Upon compliance with the restrictions set forth requirements in the foregoing paragraph (b) and this paragraph (c), VSA shall be entitled to terminate this Agreement in accordance with the provisions of Section 6.05 by 8.1(d). (d) For purposes of this Agreement, "Takeover Proposal" means any Representative of Giga proposal or its Subsidiaries whether offer for a merger, consolidation or not such Representative is purporting to act on behalf of Giga other business combination involving VSA or any proposal or offer to acquire a material equity interest in, or a substantial portion of its Subsidiariesthe assets of, VSA other than by EAI as contemplated by this Agreement. (e) VSA shall be deemed entitled to be furnish a breach copy of this Section 6.05 by 6.8 to any third party who expresses an interest in making a Takeover Proposal after the applicable partyexecution of this Agreement. 6.9.

Takeover Proposals. Giga(a) The Company and its Subsidiaries shall, and each shall use commercially reasonable efforts to cause its and its Subsidiaries' directors, officers and employees to, and shall direct its investment bankers, financial advisors, attorneys, accountants and other advisors, agents or representatives (collectively, "Representatives") retained by it Representativesto, immediately cease and cause to be terminated any discussions or negotiations with any parties (other than Parent, Merger Sub and their respective representatives) that may be ongoing as of the date of this Agreement with respect to a Takeover Proposal. The Company and its Subsidiaries shall not, and shall not authorize or Subsidiaries’ permit the officers, directors or employees to, and shall direct its Representatives as applicable, not to, directly or indirectly, indirectly (i) solicit, initiate, propose or knowingly take any action to encourage or facilitate or encourage the submission of any Takeover Proposal, (ii) enter into any agreement or agreement in principle with respect to a Takeover Proposal, or (iii) initiate or participate in any way in any negotiations or discussions regarding, or furnish or disclose to any Person (other than Parent and Merger Sub) any information with respect to or in connection with or which would reasonably likely lead to any Takeover Proposal; provided, however, that at any time prior to obtaining the Company Stockholder Approval, in response to a bona fide written Takeover Proposal received after the date hereof (I) that was not solicited by the Company or a Representative on its behalf, and (II) that the making Company's Board of any proposal that Directors or Special Committee determines in good faith (after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation) constitutes, or could reasonably be expected to lead to any Takeover to, a Superior Proposal, orif the Company's Board of Directors or Special Committee determines in good faith (after consultation with its outside legal counsel) that it is required to do so in order to comply with its fiduciary duties to the shareholders of the Company under applicable Law, then the Company may, subject to compliance with Section 6.05(b)4.7(b) in the circumstances set forth therein, (i) conduct furnish information and/or draft agreements with respect to the Company to the Person making such Takeover Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) pursuant to a customary confidentiality agreement no less favorable to the Company than the Confidentiality Agreement; provided, that all such information and the material terms of any such draft agreements have previously been made available to Parent or engage is made available to Parent prior to, or concurrently with, the time it is provided to such Person and (ii) participate in any discussions or negotiations withwith the Person making such Takeover Proposal (and its officers, disclose any non-public information relating to Giga or any of its Subsidiariesdirectors, as applicableemployees, toaccountants, afford access to the businessconsultants, properties, assets, books, or records of Giga 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, or has made, any Takeover Proposal; (ii) except where the Giga Board makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that it would or could reasonably be expected to result in a Superior advisors, agents and other representatives) regarding such Takeover Proposal, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries; 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 Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Giga Board shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and Subsidiaries’ Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the Effective Date with respect to any Takeover Proposal and shall request that any such third party (or its agents or advisors) in possession of non-public information in respect of Giga 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 foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.05 by any Representative of Giga or its Subsidiaries whether or not such Representative is purporting to act on behalf of Giga or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.05 by the applicable party.

Takeover Proposals. Giga(a) Sense8 agrees that from and after its execution of the Original Agreement through the Effective Time, it shall not and it shall use its best efforts to cause the directors, officers, employees and shareholders, and each shall cause it Representativesall investment bankers, Subsidiaries attorneys or Subsidiaries’ Representatives as applicable, other advisors or representatives retained by Sense8 not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate (i) solicit or encourage the submission of any Takeover Proposal (as hereinafter defined), (ii) participate in any discussions or negotiations regarding, or furnish to any third party any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that could reasonably be expected to lead constitutes, a Takeover Proposal, (iii) make or authorize any statement or recommendation in support of any Takeover Proposal, or (iv) enter into any agreement with respect to any Takeover Proposal, or, subject to Section 6.05(b. (b) Notwithstanding the foregoing paragraph (a), (i) conduct nothing contained in this Section 6.8 shall prohibit the Board of Directors, executive officers or engage shareholders of Sense8, or the investment bankers, attorneys, or other advisors or representatives retained by Sense8 from participating in any discussions or negotiations with, disclose or furnishing any non-public information relating to Giga or any of its Subsidiaries, as applicable, to, afford access to the business, properties, assets, books, or records of Giga or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party that makes a Takeover Proposal if all of the following events shall have occurred: (or its potential sources i) EAI has been notified in writing of financing) that is seeking to makesuch Takeover Proposal within 24 hours of Sense8's receipt thereof, or including the identity of the party making the Takeover Proposal and the specific terms and conditions thereof, and has made, any been given copies of such Takeover Proposal; (ii) except where such third party has made a written Takeover Proposal to the Giga Board makes of Directors of Sense8, which Takeover Proposal identifies a good faith determinationprice or range of values to be paid and based on the advice of Sense8's investment bankers, the Board of Directors of Sense8 has determined that such Takeover Proposal is financially more favorable to the shareholders of Sense8 than the terms of the Merger; (iii) Sense8's Board of Directors has determined, based on the advice of Sense8's investment bankers, that such third party is financially capable of consummating the transactions specified in the Takeover Proposal; and (iv) the Board of Directors of Sense8 has determined, after consultation with its financial advisors and outside legal counsel, that its fiduciary duties require it would or could reasonably be expected to result in a Superior Proposalfurnish information to and negotiate with such third party. Notwithstanding the foregoing, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries; 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 Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Giga Board Sense8 shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and Subsidiaries’ Representatives to, cease immediately and cause provide any non-public information to be terminated any and all existing activities, discussions, or negotiations, if any, with any such third party conducted unless (x) prior to the Effective Date with respect date thereof Sense8 has provided such information to any Takeover Proposal and shall request that EAI; (y) Sense8 has notified EAI in advance of any such third party (or its agents or advisors) in possession proposed disclosure of non-public information and has provided EAI with a description of the information Sense8 intends to disclose; and (z) Sense8 provides such non-public information pursuant to a nondisclosure agreement in respect a form satisfactory to EAI. (c) In addition to the foregoing requirements, Sense8 shall not accept or enter into any agreement concerning a Takeover Proposal until at least 48 hours after EAI's receipt of Giga and any of their respective Subsidiaries that was furnished by or on behalf a copy of such party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such informationTakeover Proposal. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent Upon compliance with the restrictions set forth requirements in the foregoing paragraph (b) and this paragraph (c), Sense8 shall be entitled to terminate this Agreement in accordance with the provisions of Section 6.05 by 8.1(d). (d) For purposes of this Agreement, "Takeover Proposal" means any Representative of Giga proposal or its Subsidiaries whether offer for a merger, consolidation or not such Representative is purporting to act on behalf of Giga other business combination involving Sense8 or any proposal or offer to acquire a material A-18 24 equity interest in, or a substantial portion of its Subsidiariesthe assets of, Sense8 other than by EAI as contemplated by this Agreement. (e) Sense8 shall be deemed entitled to be furnish a breach copy of this Section 6.05 by 6.6 to any third party who expresses an interest in making a Takeover Proposal after the applicable partyexecution of this Agreement. 6.7.

Takeover Proposals. Giga(a) Except as otherwise permitted by this Section 4.2, Golden Queen shall not, and each shall cause it GQ California and any of Golden Queen’s Affiliates not to, and shall not authorize or permit its and its Affiliates’ respective officers, directors, employees, financial advisors and investment bankers, agents and representatives (collectively, “Representatives, Subsidiaries or Subsidiaries’ Representatives as applicable, not ”) to, directly or indirectly, (i) solicit, initiatefacilitate or encourage, including by way of furnishing non-public information, the making of, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal inquiries regarding, or the making of any proposal that could reasonably be expected to lead to any to, a Takeover ProposalProposal or (ii) engage in, or, subject to Section 6.05(b), (i) conduct continue or engage otherwise participate in any discussions or negotiations with, disclose any non-public information relating to Giga or any of its Subsidiaries, as applicable, to, afford access to the business, properties, assets, books, or records of Giga or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, with any third party (or its potential sources of financing) that is seeking to make, or has made, any regarding a Takeover Proposal; provided, however, that if Golden Queen, GQ California or their respective Representatives receives, after the date of this Agreement and prior to receipt of the GQ Stockholder Approval, a written Takeover Proposal which was unsolicited and not involving a breach of this Agreement and that the Board of Directors of Golden Queen (iior any authorized committee thereof) except where the Giga Board makes a reasonably determines in good faith determinationfaith, after consultation with its financial advisors and outside legal counselcounsel and Maxit Capital LP or another outside financial advisor of national reputation, that it would constitutes or could reasonably be expected to result in lead to a Superior Proposal, amend and the Board of Directors of Golden Queen reasonably determines in good faith, after consultation with outside legal counsel, that the failure to take such action would constitute a breach of Golden Queen’s directors’ fiduciary duties to Golden Queen or grant the stockholders of Golden Queen under applicable Law, then Golden Queen and GQ California and their respective Representatives may, prior to receipt of the GQ Stockholder Approval and after providing LUK Holdco and Gauss not less than 24 hours written notice of its intention to take such action, and subject to compliance with Golden Queen’s and GQ California’s obligations under this Section 4.2, (A) furnish, pursuant to an Acceptable Confidentiality Agreement (as defined below), any waiver or release under any standstill or similar agreement information with respect to any class Golden Queen and GQ California to the Person (or group of equity securities of Giga Persons) making such Takeover Proposal (provided that Golden Queen shall concurrently provide to Auvergne, LUK Holdco and Gauss all information concerning Golden Queen or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect GQ California that is provided to any class Person given such access which was not previously provided to LUK Holdco, Gauss or their respective Representatives) and (B) engage and participate in discussions and negotiations with such Person (or group of equity securities Persons) regarding such Takeover Proposal. Golden Queen shall provide Auvergne, LUK Holdco and Gauss with a correct and complete copy of Giga or any each confidentiality agreement entered into pursuant to this Section 4.2 within twenty four (24) hours of its Subsidiaries; or (iii) the execution thereof. Golden Queen shall not enter into any confidentiality agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Giga Board shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and Subsidiaries’ Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior Person which prohibits Golden Queen from complying with its obligations to the Effective Date with respect to any Takeover Proposal Auvergne, LUK Holdco and shall request that any such third party (or its agents or advisors) in possession of non-public information in respect of Giga 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 informationGauss under this Section 4.2. Without limiting any of the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.05 4.2 by any Representative of Giga Golden Queen’s Subsidiaries or its Subsidiaries whether or not such Representative is purporting to act on behalf of Giga or any of its Subsidiaries, Representatives shall be deemed to be a breach of this Section 6.05 4.2 by the applicable partyGolden Queen.

Takeover Proposals. Giga(a) Transom agrees that from and after its execution of this Agreement through the Effective Time, it shall not and it shall use its reasonable efforts to cause its directors, officers and employees, and each shall cause it Representativesall investment bankers, Subsidiaries attorneys or Subsidiaries’ Representatives as applicable, other advisors or representatives retained by Transom not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate (i) solicit or encourage the submission of any Takeover Proposal (as hereinafter defined), (ii) participate in any discussions or negotiations regarding, or furnish to any third party any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that could reasonably be expected to lead constitutes, a Takeover Proposal, (iii) make or authorize any statement or recommendation in support of any Takeover Proposal, or (iv) enter into any agreement with respect to any Takeover Proposal, or, subject to Section 6.05(b. (b) Notwithstanding the foregoing paragraph (a), nothing contained in this Section 6.8 shall prohibit the Board of Directors, executive officers or stockholders of Transom, or the investment bankers, attorneys, or other advisors or representatives retained by Transom from (ix) conduct or engage participating in any discussions or negotiations with, disclose or furnishing any non-public information relating to Giga or any of its Subsidiaries, as applicable, to, afford access to the business, properties, assets, books, or records of Giga or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party that makes a Takeover Proposal (y) making or its potential sources authorizing any statement or recommendation in support of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) except where the Giga Board makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that it would or 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 Giga or any of its Subsidiaries to amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Giga or any of its Subsidiaries; or (iiiz) enter entering into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Giga Board shall not effect a Giga Adverse Recommendation Change. Giga shall cause its Representatives, Subsidiaries and Subsidiaries’ Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the Effective Date with respect to any Takeover Proposal if all of the following events shall have occurred: (i) EAI has been notified in writing of such Takeover Proposal within 24 hours of Transom's receipt thereof, including the identity of the party making the Takeover Proposal and shall request that any the material terms thereof; (ii) such third party has made a written Takeover Proposal to the Board of Directors of Transom, which Takeover Proposal identifies a price or range of values to be paid and after consultation with Transom's investment bankers, the Board of Directors of Transom has determined that such Takeover Proposal is financially more favorable to the stockholders of Transom than the terms of the Merger; (iii) Transom's Board of Directors reasonably believes after consultation with Transom's investment bankers, that such third party is financially capable of consummating the transactions specified in the Takeover Proposal; and (iv) the Board of Directors of Transom has determined, after consultation with its outside legal counsel, that its fiduciary duties require it to 17 21 (x) furnish information to and negotiate with such third party, (y) make or its agents authorize any statement or advisorsrecommendation in support of any Takeover Proposal, or (z) enter into any agreement with respect to any Takeover Proposal. Notwithstanding the foregoing, Transom shall not provide any non-public information to such third party unless (A) Transom has notified EAI in possession advance of any such proposed disclosure of non-public information and has provided EAI with a description of the information Transom intends to disclose; and (B) Transom provides such non-public information pursuant to a nondisclosure agreement in respect a form substantially similar to that certain Mutual Non-Disclosure Agreement dated August 27, 1997 (the "Non-Disclosure Agreement") between Transom and EAI. (c) In addition to the foregoing requirements, Transom shall not accept or enter into any agreement concerning a Takeover Proposal until at least 48 hours after EAI's receipt of Giga and any of their respective Subsidiaries that was furnished by or on behalf a copy of such party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such informationTakeover Proposal. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent Upon compliance with the restrictions set forth requirements in the foregoing paragraph (b) and this paragraph (c), Transom shall be entitled to terminate this Agreement in accordance with the provisions of Section 6.05 by 8.1(d). (d) For purposes of this Agreement, "Takeover Proposal" means any Representative of Giga proposal or its Subsidiaries whether offer for a merger, consolidation or not such Representative is purporting to act on behalf of Giga other business combination involving Transom or any proposal or offer to acquire a material equity interest in, or a substantial portion of its Subsidiariesthe assets of, Transom other than by EAI as contemplated by this Agreement. (e) Transom shall be deemed entitled to be furnish a breach copy of this Section 6.05 by 6.8 to any third party who expresses an interest in making a Takeover Proposal after the applicable partyexecution of this Agreement. ARTICLE VII.