Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. (a) The Company shall not, shall cause its Subsidiaries not to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3.

Acquisition Proposals. (a) The Company shall not, nor shall cause it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its Subsidiaries not subsidiaries to, and shall instruct its Representatives not to: directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making submission of any submission Acquisition Proposal (as defined) or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, furnish to any person any information with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiariesto, or take any other action to assist facilitate any inquiries or knowingly encourage the making of any proposal that constitutes, or knowingly facilitatemay reasonably be expected to lead to, any effort Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to PennCorp to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise PennCorp orally and in writing of the receipt by it (or by any Person (of the other than Parent, Purchaserentities or persons referred to above) after the date hereof of any Acquisition Proposal, or any designees of Parent or Purchaser) in a manner that is intended to inquiry which could lead to an any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or in connection with or in response to any inquiry, offer and the identity of the person or proposal that constitutes an entity making any such Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, Proposal or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal provided that the Company shall have no obligation to disclose the identity of such person or offer pending entity if such disclosure would violate the terms of any agreement outstanding on the date hereof that constituteswith such person or entity, or is intended to lead tothe Board of Directors, an after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, (y) to the extent consolidation, share exchange or similar transaction involving the Company has the right to do soor any Significant Subsidiary, shall request the return or destruction any purchase (including without limitation by way of any reinsurance transaction) of all confidential information provided by or on behalf any significant portion of the assets of the Company or its Subsidiaries to any such Person within Significant Subsidiary, or any other business combination (including without limitation the last eighteen (18acquisition of an equity interest therein) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, involving the Company and its Representatives may in or any event (A) seek to clarify and understand Significant Subsidiary, other than the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3transactions contemplated hereby.

Acquisition Proposals. (a) The Company shall not, nor shall cause its it authorize or permit any of the Subsidiaries not or Representatives of the Company to, and the Parent shall instruct not, nor shall it authorize or permit any of its subsidiaries or Representatives not to: (i) , directly or indirectly initiatethrough another Person, (a) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public furnishing information) or otherwise take any inquiriesaction to facilitate, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, that constitutes or is intended to lead to an Acquisition Proposal, Proposal or (iib) directly or indirectly engage in, enter into or participate in any discussions or negotiations regarding, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the date that is the earlier of the 60th day following the date of execution of this Agreement and the date of the Stockholders' Meetings, the Board of Directors of the Company, in exercise of its fiduciary duties, reasonably determines in good faith, based upon the written advice of independent outside legal counsel, that such Board of Directors is required to do so to comply with its fiduciary duties to its stockholders under applicable Law, such Board of Directors and its Representatives may, in response to a Superior Proposal that did not result in a breach of this Section 6.9, and subject to providing contemporaneous notice of its decision to take such action to the other party, (i) furnish information with respect to the Company and the Subsidiaries to any Person making an Acquisition Proposal, a Superior Proposal pursuant to a customary confidentiality agreement and (ii) participate in discussions or negotiations regarding such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Superior Proposal. The Company shall, shall provide immediate oral and shall cause its Subsidiaries to, and shall instruct its Representatives to, written notice to the party of (xa) immediately cease the receipt of any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, such Acquisition Proposal or any designees of Parent or Purchaser) with respect inquiry which could reasonably be expected to lead to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (yb) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the material terms and conditions of such Acquisition Proposal or inquiry, and (c) the identity of such Person or entity making any inquiry such Acquisition Proposal or proposal made by inquiry. The Company shall continue to keep the Parent informed of the status and details of any Person that did not result from a material breach of such Acquisition Proposal or inquiry, as well as any related discussions or negotiations permitted under this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.36.9.

Acquisition Proposals. (a) The (i) Notwithstanding anything to the contrary herein, during the period beginning at the date of this Agreement and continuing until the entry of the Approval Order, the Company and EFIH and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents or representatives (collectively, “Representatives”) shall not, shall cause its Subsidiaries not to, and shall instruct its Representatives not have the right to: (ix) directly or indirectly solicit, initiate, solicitencourage, induce or knowingly encourage or knowingly facilitate (Acquisition Proposals, including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended access to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of concerning the Company or its Subsidiaries, or take any other action Subsidiaries to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead pursuant to an Acquisition Proposal or in connection with or in response to any inquiryAcceptable Confidentiality Agreement (as defined below); provided that, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent not previously made available to Parent, the Company has and EFIH shall substantially concurrently make available to Parent and Merger Sub any material non-public information concerning the right to do so, shall request the return Company or destruction of all confidential information its Subsidiaries that is provided by or on behalf of the Company or any of its Subsidiaries (or the Oncor Entities to the extent Parent is aware of the Oncor Entities providing such information) to any such Person within the last eighteen which was not previously made available to Parent or Merger Sub; (18y) months for the purposes of evaluating a possible enter into, maintain or continue discussions or negotiations with respect to Acquisition Proposal Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations; and (z) terminate access adopt, approve or recommend or propose to adopt, approve or recommend (publicly or otherwise) any physical or electronic data rooms relating to a possible such Acquisition Proposal. Subject to the other provisions of this Section 6.3, Proposal which the Company Board or the board of managers of EFIH determines in good faith (after consultation with their independent financial advisor and its Representatives may in any event (Aoutside legal counsel, and based on the advice of such counsel) seek is, or is reasonably likely to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from lead to, a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3Superior Proposal.

Acquisition Proposals. (a) The Company Without limitation on any of its other obligations under this Agreement, the Shareholder hereby covenants and agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall not, shall use its reasonable best efforts to cause its Subsidiaries and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, and shall instruct its Representatives not to: directly or indirectly, (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer that, Acquisition Proposal (as defined in each case, constitutes or is intended to lead to an Acquisition Proposalthe Combination Agreement), (ii) directly have any discussion with or indirectly engage in, enter into provide any confidential information or participate in data to any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect person relating to an Acquisition Proposal, or (iii) provide engage in any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes negotiations concerning an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with knowingly facilitate any Person (other than Parent, Purchaser, effort or any designees of Parent attempt to make or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, implement an Acquisition Proposal, (yiii) approve, vote in favor of, consent to the extent the Company has the right or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve, vote in favor of, consent to or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do so, shall request the return or destruction of all confidential information provided by or on behalf any of the Company foregoing. The Shareholder agrees that it will promptly keep the other parties hereto informed of the status and terms of any such proposals. The Shareholder further agrees that it will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or its Subsidiaries negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access that it will use reasonable best efforts to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to promptly inform its directors, officers, key employees, agents and representatives of the other provisions of obligations undertaken in this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.34.2.

Acquisition Proposals. (a) The Company shall not, and shall cause its Subsidiaries and the officers, directors, agents and advisors of the Company and its Subsidiaries not to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, solicit or knowingly encourage inquiries or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offerswith respect to, or the making of engage in any submission negotiations concerning, or announcement of provide any inquiryconfidential information to, proposal or offer thathave any discussions with, in each caseany Person relating to, constitutes or is intended to lead to an any Acquisition Proposal. Notwithstanding the foregoing, (ii) directly or indirectly the Company and its Subsidiaries and their officers, directors, agents and advisors shall be permitted to engage in, enter into or participate in any discussions or negotiations with, or provide any information to, any Person in response to a bona fide written Acquisition Proposal by any such Person received by the Company, if and only to the extent that in each such case such proposal was not solicited or encouraged in violation of this Agreement and (i) the Company Meeting shall not have occurred; (ii) the Company Board determines in good faith that such Acquisition Proposal would, if consummated, constitute a Superior Proposal and is reasonably likely to be consummated; (iii) the Company Board determines, in good faith after consultation with outside counsel, that such action is legally required as a matter of the fiduciary duties of the directors under applicable law; and (iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the Company receives from such Person making an Acquisition Proposal, or such Person’s Representatives, executed confidentiality agreement containing terms no less restrictive with respect to an Acquisition Proposalsuch Person than the terms of the Confidentiality Agreement with respect to Nortel Networks. The Company shall notify Nortel Networks promptly, but in any event within 24 hours after any officer or (iii) provide any non-public information or afford access to the properties director of the Company or its Subsidiariesbecomes aware, of any such inquiries, proposals, or take any other action to assist or knowingly encourage or knowingly facilitateoffers received by, any effort by any Person (other than Parent, Purchasersuch information requested from, or any designees such discussions or negotiations sought to be initiated or continued with, any of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers. For the purposes of this Agreement, "Superior Proposal" shall mean any bona fide written Acquisition Proposal made by a third party that was not solicited or encouraged in response violation of this Agreement and which the Company Board determines in its good faith judgment (based on the written opinion to such effect by a financial advisor of nationally recognized reputation) to be more favorable to the stockholders of the Company than the transactions contemplated by this Agreement. The Company shall immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties other than Nortel Networks with respect to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease advise Nortel Networks of any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) material developments with respect to any inquiry, proposal or offer pending on as to which the date hereof that constitutes, or Company is intended to lead to, an Acquisition Proposal, (y) exercising its rights pursuant to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions second sentence of this Section 6.3, 6.06 promptly upon the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3occurrence thereof.

Acquisition Proposals. (a) The Company shall notPromptly following the execution hereof, shall cause its Subsidiaries not to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its and their respective Representatives to, to (xi) immediately cease any solicitation, discussions, and cause to be terminated all existing discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) conducted heretofore with respect to any inquiryAcquisition Proposal or any proposal, proposal inquiry or offer pending on the date hereof that constitutes, or is intended would reasonably be expected to lead to, to an Acquisition Proposal, and (yii) to the extent the Company has the right to do so, shall request the prompt return or destruction of all confidential information provided previously made available by it or on its behalf to any Person (other than Parent) who was previously considering making an Acquisition Proposal. The Company shall direct its Representatives not to take any action, or fail to take any action, inconsistent with the Company’s obligations under this Section 5.3. The Company shall not terminate, waive, amend, release or modify in any respect any provision of any confidentiality agreement to which any Acquired Company or any of its Affiliates or Representatives is a party with any Person (other than Parent) with respect to any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal, and shall enforce, to the fullest extent permitted by applicable Law, the provisions of any such agreement, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof; provided, however, that the Company shall be entitled to waive any standstill provision included in any such confidentiality agreement or any standstill provision contained in any standstill agreement to which any Acquired Company or any of its Affiliates or Representatives is a party with respect to any Acquisition Proposal or any proposal, inquiry or offer that is reasonably likely to lead to an Acquisition Proposal if the Company Board determines that failure to waive such standstill would constitute a breach of its fiduciary duties to the stockholders of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3under applicable Law.

Acquisition Proposals. (a) The Company Seller shall not, shall cause its Subsidiaries not to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries and its and its Subsidiaries' officers, directors, agents, advisors and affiliates not to, and shall instruct its Representatives solicit or encourage inquiries or proposals with respect to, (x) or engage in any negotiations concerning, or provide any confidential information to, or have any discussions with, any person relating to, any Takeover Proposal. Seller shall immediately cease and cause to be terminated any solicitationactivities, discussions, discussions or negotiations conducted prior to the date of this Agreement with any Person (parties other than Parent, Purchaser, or any designees of Parent or Purchaser) Acquirer with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to foregoing. Seller shall promptly (within 24 hours) advise Acquirer following the receipt by Seller of any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Takeover Proposal and the substance thereof (z) terminate access including the identity of the person making such Takeover Proposal), and advise the Acquirer of any developments with respect to any physical or electronic data rooms relating to a possible Acquisition Proposalsuch Takeover Proposal immediately upon the occurrence thereof. Subject to Notwithstanding the other provisions first sentence of this Section 6.36.06(a), in the event that, prior to the date of the Seller Meeting, the Company Seller Board determines in good faith and its Representatives may in any event (A) seek conformity with the written advice of outside counsel, after Seller has received an unsolicited Takeover Proposal that is a Superior Proposal, that the failure to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not do so would result from in a material breach of this Section 6.3 solely Seller Board's fiduciary duties to determine whether such inquiry or proposal constitutes Seller's shareholders, Seller may, in response to an Acquisition unsolicited request therefor, furnish information with respect to the Seller to, and enter into discussions with, the party making the Superior Proposal and (B) inform pursuant to a Person that has made an Acquisition Proposal of the provisions of this Section 6.3customary confidentiality agreement.

Acquisition Proposals. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall not, shall use all reasonable efforts to cause its Subsidiaries and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, to (and shall instruct its Representatives not authorize any of them to), directly or indirectly: (i) directly or indirectly solicit, initiate, solicitencourage, facilitate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) induce any inquiries, proposals or offersinquiry with respect to, or the making of any making, submission or announcement of of, any inquiry, proposal or offer that, in each case, constitutes or is intended Acquisition Proposal with respect to lead to an Acquisition Proposalitself, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, furnish to any person or entity any nonpublic information with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiariesto, or take any other action to assist facilitate any inquiries or knowingly encourage the making of any proposal that constitutes or knowingly facilitatemay reasonably be expected to lead to, any effort by Acquisition Proposal with respect to itself, (iii) engage in discussions with any Person person or entity with respect to any Acquisition Proposal with respect to itself, except as to the existence of these provisions, (other than Parentiv) approve, Purchaserendorse or recommend any Acquisition Proposal with respect to itself (except to the extent specifically permitted pursuant to Section 4.2(d) and Section 7.1(g)), or (v) enter into any designees letter of Parent intent or Purchaser) in a manner that is intended similar document or any contract, agreement or commitment contemplating or otherwise relating to lead to an any Acquisition Proposal or in connection transaction contemplated thereby with or in response respect to any inquiry, offer or proposal that constitutes an Acquisition Proposalitself (except as permitted pursuant to Section 4.2(d) and Section 7.1(g)). The Company and its Subsidiaries shall, and the Company shall use all reasonable efforts to cause its Subsidiaries and its Subsidiaries' officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to, and shall instruct its Representatives to, (x) immediately cease any solicitationand all existing activities, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) third parties conducted heretofore with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal with respect to itself. The Company shall ensure that its officers, directors and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company key employees and its Representatives may in any event (A) seek to clarify investment bankers, attorneys and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal other representatives are aware of the provisions of this Section 6.3Section.

Acquisition Proposals. (a) The Company shall notshall, and the Company shall cause its Subsidiaries not toand the officers, directors, employees, representatives and shall instruct agents of the Company and its Representatives not to: Subsidiaries to (i) immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished to such parties or their representatives, (ii) not modify, waive, amend or release any standstill, confidentiality or similar agreements entered into prior to the date hereof or any confidentiality agreement entered into by the Company or any of its Subsidiaries between the date hereof and the Effective Time and (iii) enforce the provisions of any such agreements. Subject to Section 6.04(b), the Company shall not, nor shall the Company permit any of its Subsidiaries or the officers, directors, employees, representatives or agents of the Company or its Subsidiaries to, directly or indirectly initiateindirectly, (i) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing furnishing non-public informationinformation or providing access to its properties, books, records or personnel) any inquiries, proposals or offersinquiries regarding, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended could reasonably be expected to lead to, an Acquisition Proposal, (yii) to the extent the Company has the right to do so, shall request the return have any discussions or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to participate in any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible negotiations regarding an Acquisition Proposal. Subject , or execute or enter into any agreement, understanding or arrangement with respect to the other provisions of this Section 6.3an Acquisition Proposal, the Company and its Representatives may in any event (A) seek or approve or recommend or propose to clarify and understand the terms and conditions of any inquiry approve or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes recommend an Acquisition Proposal and (B) inform a Person that has made or any agreement, understanding or arrangement relating to an Acquisition Proposal or (iii) take any action to exempt any Person from the restrictions on business combinations contained in Section 203 or otherwise cause such restrictions not to apply (or resolve or authorize or propose to agree to do any of the provisions of this Section 6.3foregoing actions).

Acquisition Proposals. (a) The Company shall not, nor shall cause its it authorize or permit any of the Subsidiaries not or Representatives of the Company to, and shall instruct its Representatives not to: (i) directly or indirectly initiatethrough another Person, (a) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public furnishing information) or otherwise take any inquiriesaction to facilitate, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, that constitutes or is intended to lead to an Acquisition Proposal, Proposal or (iib) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitateregarding, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended may reasonably be expected to lead to, an any Acquisition Proposal; provided, (y) however, that if, at any time prior to the extent date that is the Company has earlier of the right to do so60th day following the date of execution of this Agreement and the date of the Stockholders' Meeting, shall request the return or destruction Board of all confidential information provided by or on behalf Directors of the Company, in exercise of its fiduciary duties, reasonably determines in good faith, based upon the written advice of independent outside legal counsel, that the Board of Directors of the Company or is required to do so to comply with its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject fiduciary duties to the other provisions Company Stockholders under applicable Law, the Board of this Section 6.3, Directors of the Company and its Representatives may may, in response to a Superior Proposal that did not result in a breach of this Section 6.9, and subject to providing contemporaneous notice of its decision to take such action to the Parent, (i) furnish information with respect to the Company and the Subsidiaries to any event Person making a Superior Proposal pursuant to a customary confidentiality agreement and (Aii) seek participate in discussions or negotiations regarding such Superior Proposal. The Company shall provide immediate oral and written notice to clarify and understand the Parent of (a) the receipt of any such Acquisition Proposal or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (b) the material terms and conditions of such Acquisition Proposal or inquiry, and (c) the identity of such Person or entity making any inquiry such Acquisition Proposal or proposal made by inquiry. The Company shall continue to keep the Parent informed of the status and details of any Person that did not result from a material breach of such Acquisition Proposal or inquiry, as well as any related discussions or negotiations permitted under this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.36.9.

Acquisition Proposals. (a) The From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause not authorize or permit any of its Subsidiaries not or any of its or its Subsidiaries’ officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative (collectively, “Representatives”) retained by the Company or any of its Subsidiaries to, and shall instruct its Representatives not to: directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage encourage, or knowingly facilitate (including by way of providing non-public information) take any other action to facilitate, any inquiries, proposals or offers, discussions or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, that constitutes or is intended could reasonably be expected to lead to an Acquisition Proposal, (ii) directly furnish any information or indirectly engage in, enter into data regarding the Company or participate any of its Subsidiaries to any person in any discussions connection with or negotiations with any Person making in response to an Acquisition Proposal, Proposal or such Person’s Representatives, with respect an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, or (iii) provide continue or otherwise participate in any non-public information discussions or afford access to the properties of the Company or its Subsidiariesnegotiations, or take otherwise communicate in any other action to assist or knowingly encourage or knowingly facilitate, way with any effort by any Person person (other than Parent, Purchaser, Merger Sub or any designees Representatives of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiryMerger Sub), offer or proposal that constitutes regarding an Acquisition Proposal. The Company shallWithout limiting the foregoing, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease it is understood that any solicitation, discussions, or negotiations with violation of the restrictions set forth in the preceding sentence by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf Representative of the Company or any of its Subsidiaries shall be deemed to any such Person within the last eighteen (18) months for the purposes of evaluating be a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions breach of this Section 6.36.1 by the Company. Notwithstanding the foregoing, prior to the date of the Company and its Representatives may Meeting, in any the event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person Company receives an unsolicited bona fide written Acquisition Proposal that did not result from a material breach of this Section 6.3 solely 6.1(a), it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to determine whether be furnished nonpublic information or data and participate in such inquiry negotiations or proposal discussions to the extent that its Board of Directors concludes in good faith (after receiving the advice of its outside legal counsel and, with respect to financial matters, its financial advisors) that (1) such Acquisition Proposal constitutes an Acquisition or is reasonably likely to lead to a Superior Proposal and (B2) inform failure to take such actions would be reasonably likely to result in a Person that has made an Acquisition Proposal violation of its fiduciary duties under applicable Law; provided, that, prior to furnishing any nonpublic information permitted to be provided by the provisions of this Section 6.3prior sentence, the Company shall have provided such information to Parent and shall have entered into a confidentiality agreement with such third party on terms no more favorable to such person than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with the Company.

Acquisition Proposals. Except with respect to this Agreement and the transactions contemplated by this Agreement, Seller shall not, nor shall it authorize or permit any of its officers, directors, financial advisors or other agents ("REPRESENTATIVES") to, directly or indirectly, (a) The Company shall not, shall cause its Subsidiaries not to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offersthe submission of, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into any agreement or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, understanding with respect to an any Acquisition ProposalProposal or (b) participate in or encourage any discussion or negotiations regarding, or (iii) provide furnish to any person any non-public information or afford access to the properties of the Company or its Subsidiarieswith respect to, or take any other action to assist or knowingly encourage facilitate any inquiries or knowingly facilitatethe making of, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Board of Directors of Seller from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal, if, and to the extent that, (i) prior to taking such action, Seller receives from such person or entity an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person or entity and (ii) the Board of Directors of Seller, after taking into consideration advice of outside legal counsel, determines in good faith that such action is required for the Board of Directors of Seller to comply with its fiduciary obligations under applicable Law, and (iii) the Board of Directors of Seller determines in good faith, following consultation with its independent financial advisor, that the Acquisition Proposal is reasonably likely to be a Superior Proposal. Seller shall provide immediate oral and written notice to Buyer of (a) the receipt of any such Acquisition Proposal or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (yb) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the material terms and conditions of such Acquisition Proposal or inquiry, (c) the identity of such person or entity making any such Acquisition Proposal or inquiry and (d) Seller's intention to furnish information to, or proposal made by any Person that did not result from a material breach enter into discussions or negotiations with, such person or entity. Seller shall continue to keep Buyer informed of the status and details of such Acquisition Proposal or inquiry. For purposes of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3.Agreement, "

Acquisition Proposals. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of their respective officers or directors shall, and that it shall not, shall direct and use its reasonable best efforts to cause its Subsidiaries and each such Subsidiary's employees, agents and representatives not to, and shall instruct its Representatives not to: (i) directly or indirectly indirectly, initiate, solicit, or knowingly encourage or knowingly otherwise facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer thatwith respect to a merger, in each casereorganization, constitutes share exchange, consolidation or is intended similar transaction involving, or any purchase of all or substantially all of the assets of the Company or more than 10% of the outstanding equity securities of the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to lead to as an "Acquisition Proposal"). The Company further agrees that neither the Company nor any of its Subsidiaries nor any of their respective officers and directors shall, (ii) and that it shall direct and use its reasonable best efforts to cause its and each such Subsidiary's employees, agents and representatives not to, directly or indirectly indirectly, engage in, enter into or participate in any negotiations concerning, or provide any confidential information or data to, or have any discussions or negotiations with with, any Person making an Acquisition Proposal, or such Person’s Representatives, with respect relating to an Acquisition Proposal, or (iii) provide otherwise facilitate any non-public information effort or afford access attempt to the properties of make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (A) complying with its Subsidiaries, disclosure obligations under federal or take state law; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company Board receives from the Person so requesting such information an executed confidentiality agreement; (C) engaging in any other action to assist negotiations or knowingly encourage or knowingly facilitate, any effort by discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal or (other than Parent, Purchaser, or any designees of Parent or PurchaserD) in a manner that is intended to lead to recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the Company Board determines in connection good faith (after consultation with or outside legal counsel) that such action would be required in response order for its directors to any inquirycomply with their respective fiduciary duties under applicable law and (ii) in the case referred to in clause (D) above, offer or proposal the Company Board determines in good faith (after consultation with its financial advisor) that constitutes an such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the Consolidation. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) agrees that it will immediately cease and cause to be terminated any solicitationexisting activities, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) parties conducted heretofore with respect to any inquiryAcquisition Proposals. The Company agrees that it will notify Parent immediately if any such inquiries, proposal proposals or offer pending on the date hereof that constitutesoffers are received by, any such information is requested from, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes discussions or negotiations are sought to be initiated or continued with, any of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3representatives.

Acquisition Proposals. (a) The Company shall not, shall cause its Subsidiaries not toshall, and shall instruct direct and use its Representatives not commercially reasonable efforts to cause its officers, directors, employees, agents and other representatives to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in immediately cease any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, Persons that may be ongoing with respect to an Acquisition Proposal (as hereinafter defined). Further, the Company shall not, nor shall it permit any of its Company Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any Company Subsidiary to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing information) any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to any Acquisition Proposal, or (iiiii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) engage in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, discussions or negotiations with any Person (other than Parentregarding any Acquisition Proposal; provided, Purchaserhowever, or that if, at any designees time prior to the acceptance for payment of Parent or Purchaser) Shares pursuant to the Offer, the board of directors of the Company determines in good faith, after consultation with respect and advice from outside counsel, that it would be consistent with the fiduciary responsibilities of the board of directors to any inquirythe Company's shareholders under Applicable Law, proposal or offer pending on the date hereof that constitutesCompany may, or is intended in response to lead to, an Acquisition Proposal, and subject to compliance with Section 7.3(c), (A) furnish information with respect to the Company or any Company Subsidiary to any Person pursuant to a confidentiality agreement in substantially the same form as the August Confidentiality Agreement with respect to protecting the Confidential Information of the Company, and (B) participate in discussions, investigations and/or negotiations regarding such Acquisition Proposal; provided, however, that prior to furnishing information to, or entering into discussions or negotiations with, such Person, (x) the Company shall provide written notice to Parent to the effect that the Company is furnishing information to, or entering into discussions or negotiations with, such Person, and (y) the Company keeps Parent informed, on a current basis, as to the extent status and, subject to the fiduciary responsibilities of the board of directors, the substance of such discussions or negotiations. With respect to any Person or Persons with whom the Company has been discussing any Acquisition Proposal prior to the right date hereof, the Company shall promptly following the execution of this Agreement, request each such Person who has heretofore entered into a confidentiality agreement with the Company regarding an Acquisition Proposal to do so, shall request return to the return Company all Confidential Information heretofore furnished to such Person or destruction of all confidential information provided Persons by or on behalf of the Company or its Subsidiaries to Company. Without limiting the foregoing, it is understood that any such Person within violation of the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of restrictions set forth in this Section 6.3, the Company and its Representatives may in any event (A7.3(a) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3.officer,

Acquisition Proposals. (a) The Company shall not, nor shall cause it permit any of its Subsidiaries not to, and nor shall instruct it authorize or permit any officer, director or employee of or any investment banker, attorney, accountant or other advisor or representative of, the Company or any of its Representatives not Subsidiaries to: , directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making submission of any submission Acquisition Proposal (as hereinafter defined) or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, furnish to any person any information with respect to an Acquisition Proposalto, or (iii) provide any non-public information agree to or afford access to the properties of the Company or its Subsidiariesendorse, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with any inquiries or in response to the making of any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended may reasonably be expected to lead to, an any Acquisition Proposal; provided, however, that nothing contained in this Section 6.16 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal if, and only to the extent that (A) the Board of Directors of the Company, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to the Company stockholders under applicable law and (B) prior to taking such action, the Company (x) provides reasonable notice to Parent to the effect that it is taking such action and (y) to receives from such person or entity an executed confidentiality agreement in customary form. The Company shall notify Parent of any Acquisition Proposal (including, without limitation, the extent material terms and conditions thereof and the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf identity of the Company or person making it) as promptly as practicable after its Subsidiaries to receipt thereof, and shall provide Parent with a copy of any such Person within the last eighteen (18) months for the purposes of evaluating a possible written Acquisition Proposal or amendments or supplements thereto, and (z) terminate access shall thereafter inform Parent on a prompt basis of the status of any discussions or negotiations with such a third party, and any material changes to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of such Acquisition Proposal, and shall promptly give Parent a copy of any inquiry information delivered to such person which has not previously been reviewed by Parent. The term "Acquisition Proposal" as used herein means any tender or exchange offer involving the capital stock of the Company or any of the Company Subsidiaries, any proposal made for a merger, consolidation or other business combination involving the Company or any of the Company's Subsidiaries, any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the business or assets of, the Company or any of the Company's Subsidiaries, any proposal or offer with respect to any recapitalization or restructuring of the Company or any of the Company's Subsidiaries, or any proposal or offer with respect to any other transactions similar to any of the foregoing with respect to the Company of any of the Company Subsidiaries, other than the Merger contemplated by any Person that did not result from a material breach this Agreement. Immediately after the execution and delivery of this Section 6.3 solely Agreement, the Company will, and will cause its Subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to determine whether such inquiry or proposal constitutes an any possible Acquisition Proposal and (B) inform a Person shall notify each party that it, or any officer, director, investment advisor, financial advisor, attorney or other representative retained by it, has made an Acquisition Proposal had discussions with during the 30 days prior to the date of this Agreement that the Board of Directors of the provisions Company no longer seeks the making of this Section 6.3any Acquisition Proposal.

Acquisition Proposals. (a) The Company shall not7.10.1 CUNB and CUB will promptly, and in any event within 24 hours of receipt, shall cause advise FENB in writing in the event CUNB or any of its Subsidiaries not to, and shall instruct its or Representatives not to: receives (i) directly any Acquisition Proposal or indirectly initiateindication by any Person that it is considering making an Acquisition Proposal, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public informationii) any inquiriesrequest for information, proposals discussion or offers, negotiation that is reasonably likely to lead to or the making of any submission that contemplates an Acquisition Proposal or announcement of (iii) any inquiry, proposal or offer that, in each case, constitutes or that is intended reasonably likely to lead to an Acquisition Proposal, in each case together with the terms and conditions of such Acquisition Proposal (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiariesextent such terms and conditions are known to CUNB), or take any other action to assist or knowingly encourage or knowingly facilitaterequest, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on and the date hereof that constitutes, or is intended to lead to, an identity of the Person making any such Acquisition Proposal, request, inquiry, proposal or offer, and shall furnish FENB with a copy of such Acquisition Proposal (y) to the extent the Company has the right to do soor, shall request the return or destruction of all confidential information provided by or on behalf where such Acquisition Proposal is not in writing, with a description of the Company material terms and conditions thereof). CUNB shall keep FENB informed (orally and in writing) in all material respects on a timely basis of the status and details (including, within 24 hours after the occurrence of any amendment, modification, discussion or its Subsidiaries to negotiation) of any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal, request, inquiry, proposal or offer, including furnishing copies of any written inquiries, correspondence and draft documentation, and written summaries of any material oral inquiries or discussions. Subject to Without limiting any of the other provisions of this Section 6.3foregoing, the Company CUNB shall promptly (and its Representatives may in any event (Awithin 24 hours) seek notify FENB orally and in writing if it determines to clarify and understand the terms and conditions of any inquiry begin providing information or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry engage in discussions or proposal constitutes negotiations concerning an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3shall in no event begin providing such information or engaging in such discussions or negotiations prior to providing such notice.

Acquisition Proposals. (a) The Company agrees that (i) it and its Executive Officers and Directors shall not, (ii) its subsidiaries and its subsidiaries’ executive officers and Directors shall cause not and (iii) it shall use reasonable best efforts to ensure that its Subsidiaries not toand its subsidiaries’ respective agents and representatives (“Representatives”) shall not, and shall instruct its Representatives not to: (iA) directly or indirectly initiateindirectly, solicit, or knowingly encourage solicit or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission Acquisition Proposal or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended that may reasonably be expected to lead to an Acquisition Proposal, (iiB) directly or indirectly engage inenter into, enter into or maintain, participate in or continue any negotiations or discussions or negotiations with any Person making person concerning, or provide access to its properties, books and records or any confidential information or data to any person relating to an Acquisition Proposal, Proposal or such Person’s Representatives, with respect to any proposal that may reasonably be expected to lead to an Acquisition Proposal, or (iiiC) provide engage in discussions with any non-public information or afford access person with respect to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person Acquisition Proposal (other than Parent, Purchaser, to clarify the terms of the Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether there is a reasonable possibility that such Acquisition Proposal is or any designees of Parent or Purchaser) in a manner that is intended could reasonably be expected to lead to an a Superior Proposal, or pursuant to clause (iv) below), (D) adopt, approve, recommend or publicly propose to recommend, or agree to any Acquisition Proposal or in connection with any Acquisition Proposal Documentation or in response (E) resolve, propose or agree to do any inquiry, offer or proposal that constitutes an Acquisition Proposalof the foregoing. The Company shallagrees that it will, and shall it will cause its Subsidiaries to, subsidiaries and shall instruct its and their respective Representatives to, (x) immediately cease and cause to be terminated any solicitationexisting activities, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) person with respect to any inquiryAcquisition Proposal and use its reasonable best efforts to obtain the return or the destruction of, proposal or offer pending on in accordance with the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) terms of the applicable confidentiality agreement and to the extent the Company has the right is entitled to do sohave such information returned or destroyed, shall request the return or destruction of all confidential information provided previously furnished by the Company, its subsidiaries or on behalf its or their respective Representatives to any such person in connection with the consideration of any Acquisition Proposal and (y) cause any physical or virtual data room to no longer be accessible to any such person in connection with the consideration of any Acquisition Proposal other than the Company, Parent and their respective affiliates and Representatives. The Company shall not, and shall cause its subsidiaries not to, release or permit the release of any person from, waive or permit the waiver of any right under, fail to enforce any provision of, or grant any consent or make any election under, any confidentiality, “standstill” or similar agreement with any person to which the Company or any of its subsidiaries is a party, unless the Board determines after consultation with its outside legal advisors that the failure to release, waive, enforce, grant a consent or make an election would be inconsistent with its fiduciary duties under applicable law. The Company shall (I) promptly (and in no event later than twenty-four (24) hours after receipt) notify Parent in writing of the receipt of any Acquisition Proposal (or any request for information, discussions or negotiations for access to the properties or books and records of the Company or any of its Subsidiaries subsidiaries or other inquiry that the Company reasonably believes could have a reasonable possibility of resulting in an Acquisition Proposal) after the date of this Agreement, which notice shall include the identity of the person making such Acquisition Proposal, the material terms thereof and a copy of any Acquisition Proposal Documentation received by the Company or any of its subsidiaries or any of its or their respective Representatives in connection therewith and (II) keep Parent reasonably informed of the status and details (including any material developments with respect to such Acquisition Proposal). Thereafter, the Company shall keep Parent reasonably informed on a reasonably current basis of any material change to the terms of any such Person within Acquisition Proposal. Notwithstanding the last eighteen foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from: (18i) months taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to stockholders with regard to an Acquisition Proposal, provided that any such disclosure that constitutes a Change of Recommendation shall not be made unless the Company has complied in all material respects with Section 6.1(c); (ii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any person who has made after the date hereof an unsolicited bona fide Acquisition Proposal after the date of this Agreement solely for the purposes purpose of evaluating a possible clarifying such Acquisition Proposal and any material terms thereof and the conditions to consummation so as to determine whether there is a reasonable possibility that such Acquisition Proposal is or could reasonably be expected to lead to a Superior Proposal; (ziii) terminate prior to obtaining the Company Requisite Vote, and after providing Parent with at least one (1) business day prior notice, providing access to any physical its properties, books and records and providing confidential information or electronic data rooms relating in response to a possible request therefor by a person who has made after the date hereof an unsolicited bona fide Acquisition Proposal if the Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreements (except for changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement and it being understood that the Company may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to the Company if it waives or similarly modifies the standstill provision in the Confidentiality Agreements to the extent not already released pursuant to Section 6.12, and in no event shall the Company following the date hereof agree, in such confidentiality agreement or otherwise to reimburse any expenses incurred by such person in connection with their review of such information or any Acquisition Proposal. Subject ), and (iv) prior to obtaining the Company Requisite Vote, contacting and engaging in any negotiations or discussions with any person who has made after the date hereof an unsolicited bona fide Acquisition Proposal (which negotiations or discussions are not solely for clarification purposes) (and, if applicable in connection therewith, waive or modify any “standstill” or similar agreement), if and only to the other provisions extent that in connection with the foregoing clauses (iii) or (iv), the Board of this Section 6.3Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel and its financial advisors (including at least one financial advisor who is not, and whose affiliates are not, proposing to provide debt or equity financing in connection with such Acquisition Proposal) that, (x) such Acquisition Proposal constitutes, or such Acquisition Proposal is reasonably likely to lead to, a Superior Proposal, and (y) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, and following any such determination, the Company shall keep Parent reasonably informed as to the status, details and its Representatives may in any event (A) seek to clarify and understand the terms and conditions substance of any inquiry such negotiations or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3discussions.

Acquisition Proposals. (a) The Company shall not, nor shall cause it authorize or permit any of its Subsidiaries not or Representatives to, and shall instruct its Representatives not to: (i) directly or indirectly initiateindirectly, (a) solicit, initiate or knowingly encourage the submission of any Acquisition Proposal or knowingly facilitate (including by way of providing non-public informationb) participate in or encourage any inquiries, proposals discussion or offersnegotiations regarding, or the making of furnish to any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide person any non-public information or afford access to the properties of the Company or its Subsidiarieswith respect to, or take any other action to assist facilitate any inquiries or knowingly encourage or knowingly facilitatethe making of, any effort by any Person (other than Parent, Purchaserproposal that constitutes, or any designees of Parent or Purchaser) in a manner that is intended may reasonably be expected to lead to to, any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal prior to the termination of the Initial offer if, and to the extent that, (A) the Board of Directors of the Company, after taking into consideration advice of independent outside legal counsel, determines in good faith that such action is required for the Board of Directors of the Company to comply with its fiduciary obligations to the Company Stockholders under applicable Law, (B) prior to taking such action, the Company receives from such person or entity an executed agreement in connection with reasonably customary form relating to the confidentiality of information to be provided to such person or entity and (C) the Board of Directors of the Company concludes in response to any inquirygood faith, offer or proposal based upon written advice from its independent financial advisor, that constitutes an the Acquisition Proposal is a Superior Proposal. The Company shall, shall provide immediate oral and shall cause its Subsidiaries to, and shall instruct its Representatives to, written notice to Parent of (xa) immediately cease the receipt of any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, such Acquisition Proposal or any designees of Parent or Purchaser) with respect inquiry which could reasonably be expected to lead to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (yb) the material terms and conditions of such Acquisition Proposal or inquiry, (c) the identity of such person or entity making any such Acquisition Proposal or inquiry and (d) the Company's intention to furnish information to, or enter into discussions or negotiations with, such person or entity. The Company shall continue to keep Parent informed of the extent status and details of any such Acquisition Proposal or inquiry. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange, tender offer or similar transaction involving the Company has the right to do soCompany, shall request the return or destruction any purchase or other acquisition of all confidential information provided by or on behalf any significant portion of the assets of the Company or its Subsidiaries to any such Person within equity interest in the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3Company.

Acquisition Proposals. The Seller shall not, nor shall it authorize or permit any of its Subsidiaries or Representatives to, directly or indirectly, (a) The Company shall not, shall cause its Subsidiaries not to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, initiate or knowingly encourage the submission of any Acquisition Proposal or knowingly facilitate (including by way of providing non-public informationb) participate in or encourage any inquiries, proposals discussion or offersnegotiations regarding, or the making of furnish to any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide person any non-public information or afford access to the properties of the Company or its Subsidiarieswith respect to, or take any other action to assist facilitate any inquiries or knowingly encourage or knowingly facilitatethe making of, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Board of Directors of the Seller from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal prior to the date of the Shareholders' Meeting if, and to the extent that, (A) the Board of Directors of the Seller, after taking into consideration advice of independent outside legal counsel, determines in good faith that such action is advisable for the Board of Directors of the Seller to comply with its fiduciary obligations to the Seller Shareholders under applicable Law, (B) prior to taking such action, the Seller receives from such person or entity an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person or entity and (C) the Board of Directors of the Seller concludes in good faith, based upon written advice from its independent financial advisor, that the Acquisition Proposal is a Superior Proposal. The Seller shall promptly provide oral and written notice to the Purchaser of (a) the receipt of any such Acquisition Proposal or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (yb) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the material terms and conditions of such Acquisition Proposal or inquiry, (c) the identity of such person or entity making any such Acquisition Proposal or inquiry and (d) the Seller's intention to furnish information to, or proposal made by enter into discussions or negotiations with, such person or entity. The Seller shall continue to keep the Purchaser informed of the status and details of any Person that did not result from a material breach such Acquisition Proposal or inquiry. For purposes of this Section 6.3 solely Agreement, "Acquisition Proposal" means any bona fide proposal with respect to determine whether such inquiry a merger, consolidation, share exchange, tender offer or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal similar transaction involving the Seller, or any purchase or other acquisition of all or any significant portion of the provisions assets of this Section 6.3the Seller or a 25% or greater equity interest in the Seller.

Acquisition Proposals. (a) The Company shall notwill notify the --------------------- Purchaser promptly if any proposals are received by, shall cause its Subsidiaries not to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicitany information is requested from, or knowingly encourage any negotiations or knowingly facilitate discussions are sought to be initiated or continued with the Company or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, in each case in connection with any Acquisition Proposal (including by way as hereinafter defined) or the possibility or consideration of providing non-public informationmaking an Acquisition Proposal ("Acquisition Proposal -------------------- Interest") indicating, in connection with such notice, the name of the Person -------- indicating such Acquisition Proposal Interest and the material terms and conditions of any inquiries, proposals or offers. The Company agrees that it will immediately cease and cause to be terminated any existing activities, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) parties conducted heretofore with respect to any inquiryAcquisition Proposal Interest. The Company agrees that it shall keep Parent informed, on a current basis, of the status and terms of any Acquisition Proposal Interest. As used in this Agreement, "Acquisition Proposal" shall -------------------- mean any tender or exchange offer involving the Company, any proposal for a merger, consolidation or other business combination involving the Company, any proposal or offer pending on the date hereof that constitutesto acquire in any manner a substantial equity interest in, or is intended to lead toa substantial portion of the business or assets of, an Acquisition Proposal, (y) to the extent the Company has (other than immaterial or insubstantial assets or inventory in the right ordinary course of business or assets held for sale), any proposal or offer with respect to do so, shall request the return any recapitalization or destruction of all confidential information provided by or on behalf of restructuring with respect to the Company or its Subsidiaries any proposal or offer with respect to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access other transaction similar to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject of the foregoing with respect to the Company other provisions of than pursuant to the transactions to be effected pursuant to this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3Agreement.

Acquisition Proposals. (a) 7.5.1. The Company agrees that neither it nor any of its officers and directors shall, and the Company shall not, shall direct and use its reasonable best efforts to cause its Subsidiaries Representatives (including, without limitation, any investment bankers, attorneys or accountants) not to, and shall instruct its Representatives not to: (i) directly or indirectly indirectly, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage inencourage, enter into or participate in any conduct discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information to any Person or afford access group (other than Recap and its designees) concerning any Acquisition Proposal; PROVIDED, HOWEVER, that (a) nothing herein shall prevent the Company Board from taking and disclosing to the properties Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer and otherwise complying with such rules, PROVIDED that the Company Board shall not recommend that the stockholders of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or tender their Shares in connection with any such tender offer unless the Company Board, acting upon a recommendation of the Special Committee, and after consultation with legal counsel, determines that there is a substantial likelihood that it is required to do so in order to comply with its fiduciary duties; and (b) if the Company Board, acting upon a recommendation of the Special Committee, and after consultation with legal counsel, determines that there is a substantial likelihood that it is required to do so in order to comply with its fiduciary duties, the Company Board may, and may authorize or in response permit any of its officers, directors, employees, Representatives or agents to, respond to inquiries from, discuss with, negotiate with, and provide non-public information to, any inquiry, offer or proposal that constitutes other Person concerning an Acquisition Proposal. The Company shallwill notify Recap immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company, including setting forth the material terms of the proposal and the identity of the party making such proposal, and Company shall cause its Subsidiaries topromptly notify Recap of the status and any material developments concerning the same, and shall instruct its Representatives to, (x) including furnishing copies of any such written inquiries or proposals. The Company will immediately cease and cause to be terminated any solicitationexisting activities, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) parties conducted heretofore with respect to any inquiryof the foregoing and shall make all reasonable efforts to enforce any confidentiality agreements to which it is a party; PROVIDED, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has may waive the right enforcement of any such confidentiality agreement if the Company Board, acting upon recommendations of the Special Committee, and after consultation with legal counsel, determines that there is a substantial likelihood that it is required to do so, shall request so in order to comply with its fiduciary duties. The Company will take the return necessary steps to inform the appropriate individuals or destruction of all confidential information provided by or on behalf entities referred to in the prior sentence of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of obligations undertaken in this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.37.5.

Acquisition Proposals. (a) The Company shall will not, shall cause nor will it permit any of its Subsidiaries not subsidiaries to, and shall instruct nor will it authorize or permit any officer, director or employee of or any investment banker, attorney, accountant or other advisor or representative of, the Company or any of its Representatives not subsidiaries to: , directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making submission of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition ProposalProposal (as hereinafter defined), (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, with respect furnish to an Acquisition Proposal, or (iii) provide any person any non-public information or afford access with respect to the properties of the Company or any of its Subsidiariessubsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with any inquiries or in response to the making of any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended may reasonably be expected to lead to, an any Acquisition Proposal, (yiii) (A) amend or grant any waiver or release under any confidentiality, standstill or similar agreement with respect to the Company or any class of equity securities of the Company, or (B) amend (except as expressly contemplated by this Agreement) or grant any waiver or release or approve any transaction or redeem rights under the Company Rights Agreement or (iv) subject to Section 8.3(b), enter into any agreement with respect to an Acquisition Proposal; provided, however, that nothing contained in this Section 6.5(a) shall prohibit the Company Board from furnishing information to, or entering into discussions or negotiations with, any person that makes an unsolicited bona fide written Acquisition Proposal if, and only to the extent that (A) the Company has Board, after consultation with and based upon the right advice of independent legal counsel, determines in good faith that such action is necessary for the Company Board to do soact in a manner consistent with its fiduciary duties to the Company's stockholders under applicable Law, (B) such Acquisition Proposal is not subject to any financing contingencies, or copies of bona fide customary commitments from reputable financial institutions for all necessary financing shall request have been furnished to the return or destruction of Company, (C) the Company Board determines in good faith that such Acquisition Proposal, if accepted, is reasonably likely to be consummated taking into account all confidential information provided by or on behalf legal, financial, regulatory and other aspects of the Company or proposal and the person making the proposal, and believes in good faith, after consultation with and based upon the written opinion of an independent, nationally recognized financial advisor and after taking into account the strategic benefits to be derived from the Merger and the long-term prospects of Parent and its Subsidiaries subsidiaries and after consideration of other matters it deems relevant, would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point of view than the Merger (any such Person within the last eighteen (18) months for the purposes of evaluating a possible more favorable Acquisition Proposal being referred to herein as a "Superior Proposal"), and (zD) terminate access prior to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3taking such action, the Company (x) provides prior written notice to Parent to the effect that it is proposing to take such action and (y) receives from such person an executed confidentiality agreement in reasonably customary form. The Company shall notify Parent of any Acquisition Proposal (or request for nonpublic information by any person who is considering making an Acquisition Proposal) (including, without limitation, all material terms and conditions thereof and the identity of the person making it) as promptly as practicable (but in no case later than 24 hours) after its Representatives may in receipt thereof, and shall provide Parent with a copy of any event (A) seek written Acquisition Proposal or amendments or supplements thereto, and shall thereafter inform Parent on a reasonably prompt basis of any material changes to clarify and understand the terms and conditions of such Acquisition Proposal, and shall promptly give Parent a copy of any inquiry or proposal made information delivered to such person which has not previously been reviewed by any Person that did not result from a material breach Parent. Immediately after the execution and delivery of this Section 6.3 solely Agreement, the Company will, and will cause its subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to determine whether such inquiry or proposal constitutes an any possible Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3Proposal.

Acquisition Proposals. (a) The Company agrees that neither the Company nor the Company Bank nor any of their respective officers or directors shall, and that it shall notdirect and use its best efforts to cause the Company Bank’s employees, shall cause its Subsidiaries agents and representatives not to, and shall instruct its Representatives not to: (i) directly or indirectly indirectly, initiate, solicit, or knowingly encourage or knowingly otherwise facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer thatwith respect to a merger, in each casereorganization, constitutes share exchange, consolidation or is intended similar transaction involving, or any purchase of all or substantially all of the assets of the Company, or more than 10% of the outstanding equity securities of the Company (any such proposal or offer being hereinafter referred to lead to as an “Acquisition Proposal”). The Company further agrees that neither the Company nor the Company Bank nor any of their respective officers or directors shall, (ii) and that it shall direct and use its best efforts to cause any of the Company Bank’s employees, agents and representatives not to, directly or indirectly indirectly, engage in, enter into or participate in any negotiations concerning, or provide any confidential information or data to, or have any discussions or negotiations with with, any Person making an Acquisition Proposal, or such Person’s Representatives, with respect relating to an Acquisition Proposal, or (iii) provide otherwise facilitate any non-public information effort or afford access attempt to the properties of make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (A) complying with its Subsidiaries, disclosure obligations under federal or take state law; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company Board receives from the Person so requesting such 42 information an executed confidentiality agreement; (C) engaging in any other action to assist negotiations or knowingly encourage or knowingly facilitate, any effort by discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (other than Parent, Purchaser, or any designees of Parent or PurchaserD) in a manner that is intended to lead to recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the Company Board determines in connection good faith (after consultation with or outside legal counsel) that such action is, in response the absence of the foregoing proscriptions, necessary in order for its directors to any inquirycomply with their respective fiduciary duties under applicable law and (ii) in the case referred to in clause (D) above, offer or proposal the Company Board determines in good faith (after consultation with its financial advisor) that constitutes an such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company’s shareholders than the Merger. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) agrees that it will immediately cease and cause to be terminated any solicitationexisting activities, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) parties conducted heretofore with respect to any inquiryAcquisition Proposals. The Company agrees that it will notify Parent promptly if any such inquiries, proposal proposals or offer pending on the date hereof that constitutesoffers are received by, any such information is requested from, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes discussions or negotiations are sought to be initiated or continued with, any of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3representatives.

Acquisition Proposals. (a) The Notwithstanding any other provision to the contrary contained herein, during the Go-Shop Period, the Company, the Company Subsidiaries and their respective Representatives shall not, shall cause its Subsidiaries not have the right to, and shall instruct its Representatives not to: directly or indirectly, (i) directly or indirectly initiate, solicit, solicit or knowingly encourage encourage, assist or knowingly facilitate (including by way or publicly propose or announce any intention or desire to do any of providing non-public informationthe foregoing) any inquiries, proposals or offersinquiries regarding, or the making of any submission proposals, offers, requests, correspondence or announcement of any inquiry, proposal other communications that constitute or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended would reasonably be expected to lead to, an Acquisition Proposal; (ii) engage in, (y) continue, or otherwise participate in any negotiations or discussions concerning, or provide or cause to be provided any non-public information or data relating to the extent Company or any of the Company has the right Subsidiaries in connection with, any effort or attempt by any other person to seek to do soor that would reasonably be expected to lead to an Acquisition Proposal; (iii) comply with any request for non-public information relating to the Company or any Company Subsidiary or for access to any of the properties, shall request the return books or destruction of all confidential information provided by or on behalf records of the Company or its any Company Subsidiary by any person and/or (iv) waive, terminate, modify, or fail to enforce any standstill or similar provision in any confidentiality agreement or other agreement with any person (any person with which, or with respect to which, the actions described in clauses (i) through (iv) are taken, a “Solicited Person”); provided, that prior to providing any non-public information concerning the Company or the Company Subsidiaries to a Solicited Person, such Solicited Person shall have entered into a customary confidentiality agreement that has terms at least as restrictive as those contained in the Confidentiality Agreement (except only for such changes necessary in order for the Company to be able to comply with its obligations under this Agreement); provided, further, that the Company shall provide to Parent prior to or simultaneously with the delivery of any such Person within information to the last eighteen (18) months for the purposes of evaluating a possible person making such Acquisition Proposal and (z) terminate access to or any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, its Representatives any non-public information concerning the Company and or any Company Subsidiary that is provided to such person or its Representatives may in any event (A) seek that was not previously provided or made available to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3.Parent. “

Acquisition Proposals. (a) The Except as contemplated by the Company Budget or the Parent Budget and except as expressly contemplated by this Agreement, neither the Company nor Parent shall, nor shall not, shall cause it permit any of its Subsidiaries not to, and nor shall instruct it authorize or permit any of its Representatives not officers, directors or employees or any investment banker, financial advisor, attorney, accountant, agent or other representative retained by it or any of its Subsidiaries to: , directly or indirectly through another person, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public furnishing information) ), or take any inquiriesother action designed to facilitate, proposals directly or offersindirectly, any inquiries or the making of any submission proposal with respect to a merger, reorganization, share exchange, consolidation or announcement similar transaction involving, or, other than in the ordinary course of business, any inquirypurchase of all or any significant portion of assets or any equity securities, of the Company or Parent, as applicable, or any of its Subsidiaries (any such proposal or offer that, in each case, constitutes or is intended being hereinafter referred to lead to as an "Acquisition Proposal, " and any such transaction or purchase being hereinafter referred to as an "Acquisition Transaction") or (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with relating to any Person making an Acquisition ProposalProposal or 32 40 Acquisition Transaction; provided, however, that if, at any time prior to the obtaining of the Parent Requisite Vote, in the case of Parent, or such Person’s Representativesthe Company Requisite Vote, with respect to an Acquisition Proposalin the case of the Company, or (iii) provide any non-public information or afford access to the properties board of directors of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaseras applicable, determines in good faith, based on the advice of outside counsel, that it is necessary to do so to avoid a breach of its duties under state corporate Law applicable to the conduct of directors, the Company or any designees of Parent or Purchaser) Parent, as applicable, may, in a manner that is intended to lead response to an Acquisition Proposal which was not solicited by it or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shallwhich did not otherwise result from a breach of this Section 6.2(a), and shall cause its Subsidiaries to, and shall instruct its Representatives tosubject to such party's compliance with Section 6.2(c), (xA) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) furnish information with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or it and its Subsidiaries to any person pursuant to a customary confidentiality agreement (as determined by the party receiving such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject after consultation with its outside counsel), the benefits of the terms of which, if more favorable to the other provisions of this Section 6.3party to such confidentiality agreement than those in place with the other party hereto, shall be extended to the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal other party hereto, and (B) inform a Person that has made an participate in negotiations regarding such Acquisition Proposal of the provisions of this Section 6.3Proposal.

Acquisition Proposals. (a) The Company shall not, nor shall cause it authorize or permit any of its Subsidiaries not or Representatives to, and shall instruct its Representatives not to: (i) directly or indirectly initiateindirectly, (a) solicit, initiate or knowingly encourage the submission of any Acquisition Proposal or knowingly facilitate (including by way of providing non-public informationb) participate in or encourage any inquiries, proposals discussion or offersnegotiations regarding, or the making of furnish to any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide person any non-public information or afford access to the properties of the Company or its Subsidiarieswith respect to, or take any other action to assist facilitate any inquiries or knowingly encourage or knowingly facilitatethe making of, any effort by any Person (other than Parent, Purchaserproposal that constitutes, or any designees of Parent or Purchaser) in a manner that is intended may reasonably be expected to lead to to, any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company Board of Directors from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal during the Initial Period, and to the extent that, (A) the Company Board of Directors, based upon the advice of outside legal counsel, determines in good faith that such action is required for the Company Board of Directors to comply with its fiduciary obligations to the Company Stockholders under applicable Delaware law, (B) prior to taking such action, the Company receives from such person or entity an executed agreement in connection with reasonably customary form relating to the confidentiality of information to be provided to such person or entity and (C) the Company Board of Directors concludes in response to any inquirygood faith, offer or proposal based upon written advice from its independent financial advisor, that constitutes an the Acquisition Proposal is a Superior Proposal. The Company shall, shall provide immediate oral and shall cause its Subsidiaries to, and shall instruct its Representatives to, written notice to Parent of (xa) immediately cease the receipt of any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, such Acquisition Proposal or any designees of Parent or Purchaser) with respect inquiry which could reasonably be expected to lead to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (yb) the material terms and conditions of such Acquisition Proposal or inquiry, (c) the identity of such person or entity making any such Acquisition Proposal or inquiry and (d) the Company's intention to furnish information to, or enter into discussions or negotiations with, such person or entity. The Company shall continue to keep Parent informed of the extent status and details of any such Acquisition Proposal or inquiry. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange, tender offer or similar transaction involving the Company has the right to do soCompany, shall request the return or destruction any purchase or other acquisition of all confidential information provided by or on behalf any significant portion of the assets of the Company or its Subsidiaries to any such Person within equity interest in the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition ProposalCompany. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3.5.11

Acquisition Proposals. (a) The Company shall not, shall cause its Subsidiaries not to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on From the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to until the extent termination hereof and except as expressly permitted by the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other following provisions of this Section 6.3, the Company will not, nor will it permit any of its subsidiaries to, nor will it authorize or permit any officer, director or employee of, or any investment banker, attorney, accountant or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that the Company Board may furnish information to, or enter into discussions or negotiations with, any person that previously has made an unsolicited bona fide written Acquisition Proposal if, and only to the extent that, (A) the Company Board, after consultation with and having considered the advice of independent legal counsel, determines in good faith that (x) such Acquisition Proposal would, if consummated, constitute a Superior Proposal (as hereinafter defined), and (y) such action is necessary for the Company Board to comply with its Representatives may duties to the Company's stockholders under applicable Law and (B) prior to taking such action, the Company (x) provides reasonable notice to Parent (but in any event no later than 24 hours prior to taking such action) to the effect that it is taking such action and (Ay) seek receives from such person an executed confidentiality/standstill agreement in reasonably customary form, the terms of which, as applicable to clarify such person, in any event are at least as stringent as those applicable to Parent in the Confidentiality Agreement between Parent and understand the Company. Prior to providing any information to or entering into discussions or negotiations with any person in connection with an Acquisition Proposal by such person, the Company shall notify Parent of any Acquisition Proposal (including the material terms and conditions thereof and the identity of the person making it) as promptly as practicable after its receipt thereof (and in any event, no later than twenty-hours from receipt), and shall provide Parent with a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter promptly inform Parent of the status of any discussions or negotiations with such a third party, and any material changes to the terms and conditions of such Acquisition Proposal, and shall promptly give Parent a copy of any inquiry or proposal made information delivered to such person that has not previously been reviewed by any Person that did not result from a material breach Parent. Immediately after the execution and delivery of this Section 6.3 solely Agreement, the Company will, and will cause its subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to determine whether such inquiry any possible Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal entities referred to in the first sentence hereof of the provisions of obligations undertaken in this Section 6.36.3(a).

Acquisition Proposals. (a) The Company shall nothas agreed that neither it nor any of its subsidiaries nor any of the respective officers and directors of the Company and its subsidiaries shall, shall cause its Subsidiaries not to, and shall instruct its Representatives not to: (i) directly or indirectly initiateindirectly, solicit, or knowingly initiate, encourage or knowingly otherwise facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission proposal with respect to a merger, consolidation or announcement similar transaction involving, or any purchase of all or any inquiry, proposal significant portion of the assets or offer that, in each case, constitutes equity of the Company or is intended to lead to any of its subsidiaries (an "Acquisition Proposal") or, (ii) directly except to the extent legally required for the discharge by the Board of Directors of its fiduciary duties as advised in writing by counsel, engage in any negotiations concerning, or indirectly engage inprovide any confidential information or data to, enter into or participate in have any discussions or negotiations with with, any Person making an Acquisition Proposal, or such Person’s Representatives, with respect person relating to an Acquisition Proposal, or (iii) provide otherwise facilitate any non-public information effort or afford access attempt to make or implement an Acquisition Proposal. None of the properties of foregoing shall prohibit the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person Board of Directors from (other than Parent, Purchaser, or any designees of Parent or PurchaserA) in a manner that is intended to lead complying with Rules 14d-9 and 14e-2 under the Exchange Act with regard to an Acquisition Proposal or in connection with or Proposal; (B) providing information in response to any inquiry, offer or proposal that constitutes an unsolicited bona fide Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, Proposal if the Board of Directors takes reasonable steps to protect the confidentiality of such information; (xC) immediately cease any solicitation, discussions, or engaging in negotiations with any Person person who has made an unsolicited bona fide written Acquisition Proposal; or (other than Parent, Purchaser, or any designees of Parent or PurchaserD) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, recommending such an Acquisition ProposalProposal to the Company's shareholders if (1) in the case of clauses (B), (yC) to the extent and (D) above, the Company has reasonably determines in good faith based upon the right to do so, shall request advice of outside legal counsel that such action is necessary in order for the return or destruction Board of all confidential information provided by or on behalf Directors of the Company or to comply with its Subsidiaries to any such Person within fiduciary duties and (2) in the last eighteen case of clauses (18C) months for and (D) above, the purposes Board of evaluating a possible Directors of the Company determines in good faith that the Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating is financially superior to a possible Acquisition Proposaltransaction with Purchaser. Subject BEST EFFORTS. The Merger Agreement provides that, subject to the other provisions of this Section 6.3its terms and conditions, the Company Company, Thyssen and its Representatives may in any event (A) seek Purchaser will take all actions necessary and proper under applicable law, to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3.consummate the

Acquisition Proposals. (a) The Except as expressly permitted by this Section 6.5, from and after the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company shall not, and shall cause its Subsidiaries and its and their Representatives not to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, facilitate or knowingly encourage or knowingly facilitate (including by way of providing furnishing non-public information) any inquiries, proposals or offersinquiries with respect to, or the making of of, any submission Acquisition Inquiry or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any negotiations or discussions concerning, or negotiations with provide access to its properties, books and records or any confidential information or data to, any Person making relating to or for the purpose of encouraging or facilitating an Acquisition Inquiry or Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information approve, endorse or afford access to the properties of the Company or its Subsidiariesrecommend, or take any other action propose publicly to assist approve, endorse or knowingly encourage or knowingly facilitaterecommend, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or (iv) execute or enter into, any merger agreement, acquisition agreement, letter of intent or similar document, agreement, commitment, or agreement in connection with principle (in each case, whether written or in response to oral, binding or nonbinding, but excluding any inquiry, offer or proposal that constitutes an Acceptable Confidentiality Agreement) for any Acquisition Proposal. The Company shall, shall immediately cease (and shall cause its Subsidiaries tocontrolled Affiliates and its and their Representatives to cease) any solicitations, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaserthe Parties and their respective Representatives) in connection with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, in each case that exist as of the date hereof. The Company also agrees that it will promptly request each Person (yother than the Parties and their respective Representatives) that has prior to the extent date hereof executed a confidentiality agreement in connection with its consideration of acquiring the Company has the right to do so, shall request the return or destruction of destroy all confidential information provided furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof in connection with such Person’s consideration of acquiring the Company or a material portion of its Subsidiaries to any such Person within the last eighteen assets. The Company shall promptly (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (Awithin 24 hours of receipt by the Company thereof) seek advise Parent orally and in writing in the event that the Company receives any Acquisition Inquiry or Acquisition Proposal, and in connection with such notice, provide to clarify and understand Parent the material terms and conditions of any inquiry such Acquisition Inquiry or proposal Acquisition Proposal (including the identity of the counterparty). Notwithstanding anything to the contrary herein, the Company may grant a limited waiver, amendment or release under any confidentiality or standstill agreement to the extent necessary to allow for a confidential Acquisition Proposal to be made to the Company or the Board of Directors of the Company. The Company shall (A) keep Parent reasonably informed of the status and material details (including any material change to the terms thereof and any other material developments with respect thereto) of any such Acquisition Proposal or such Acquisition Inquiry and any discussions concerning the material terms and conditions thereof and (B) provide to Parent as soon as practicable (and in any event within 24 hours) after receipt thereof copies of all written proposals, offers or drafts of proposed agreements with respect to any such Acquisition Inquiry or Acquisition Proposal. Without limiting the foregoing, the Company shall promptly (and in any event within 24 hours) notify Parent orally and in writing if it determines to begin providing information or engaging in discussions or negotiations with a counterparty concerning an Acquisition Inquiry or Acquisition Proposal pursuant to Section 6.5(b). The Company shall not, and shall cause its Subsidiaries not to, contract with any Person subsequent to the date of this Agreement in a manner that would restrict the Company’s ability to provide information to Parent as required under this Section 6.5. The Company agrees that any violation of the restrictions set forth in this Section 6.5 by any Person that did not result from Subsidiary or Representative of the Company shall be a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of 6.5 by the provisions of this Section 6.3Company.

Acquisition Proposals. (a) The Company Crestar shall not, nor shall cause its Subsidiaries not it permit any Crestar Subsidiary to, and nor shall instruct its Representatives not it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative or agent of, Crestar or any Crestar Subsidiary to: , directly or indirectly, (i) directly or indirectly solicit, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making submission of any submission proposal relating to or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to involving an Acquisition Proposal, Transaction (as hereinafter defined) or (ii) directly enter into, encourage or indirectly engage in, enter into or participate in facilitate any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, furnish to any person any information with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiariesto, or take any other action to assist or knowingly encourage or knowingly facilitate, facilitate any effort by inquiries or the making of any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended may reasonably be expected to lead to, or constitute an effort to facilitate, any proposal relating to or involving an Acquisition ProposalTransaction; provided, (y) however, that nothing contained in this Section 5.1 shall prohibit the Board of Directors of Crestar from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, written bona fide proposal regarding an Acquisition Transaction if, and only to the extent that (A) the Company has Board of Directors of Crestar concludes in good faith, after consultation with and based upon the right advice of outside counsel, that it is required to do sofurnish such information or enter into such discussions or negotiations in order to comply with its fiduciary duties to shareholders under applicable law, (B) prior to taking such action, Crestar receives from such person or entity an executed confidentiality agreement and an executed standstill 21 23 agreement, each in reasonably customary form (provided that such agreement is at least as limiting as any such agreement between SunTrust and Crestar), and (C) the Board of Directors of Crestar concludes in good faith that the proposal regarding the Acquisition Transaction contains an offer of consideration that is superior to the consideration set forth herein. Notwithstanding anything in this Agreement to the contrary, Crestar shall request (i) immediately advise SunTrust orally and in writing of (A) the return receipt by it (or destruction of all confidential information provided by or on behalf any of the Company other entities or its Subsidiaries persons referred to above) of any proposal regarding an Acquisition Transaction, or any inquiry which could reasonably be expected to lead to any such Person within proposal, (B) the last eighteen material terms and conditions of such proposal or inquiry (18) months for the purposes of evaluating a possible Acquisition Proposal whether written or oral), and (zC) terminate access the identity of the person making any such proposal or inquiry, (ii) keep SunTrust fully informed of the status and details of any such proposal or inquiry, and (iii) negotiate in good faith with SunTrust to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may make such adjustments in any event (A) seek to clarify and understand the terms and conditions of this Agreement as would enable Crestar to proceed with the transactions contemplated herein on such adjusted terms. Without limiting the foregoing, it is understood that any inquiry or proposal made violation of the restrictions set forth in the first sentence of this Section 5.1 by any Person that did not result from officer or director of Crestar or any Crestar Subsidiary or any investment banker, attorney or other advisor, representative or agent of Crestar or any Crestar Subsidiary, acting on behalf of or at the request of the Board of Directors of Crestar, shall be deemed to be a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3.5.1

Acquisition Proposals. (a) The Company shall not, nor shall cause it permit any of its Subsidiaries not subsidiaries to, and nor shall instruct it authorize or permit any officer, director of employee of, or any investment banker, attorney, accountant or other advisor or representative of, the Company or any of its Representatives not subsidiaries to: , directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making submission of any submission Acquisition Proposal (as hereinafter defined) or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, furnish to any person any information with respect to an Acquisition Proposalto, or (iii) provide any non-public information agree to or afford access to the properties of the Company or its Subsidiariesendorse, or take any other action to assist or knowingly encourage or knowingly facilitate, facilitate any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with any inquiries or in response to the making of any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended may reasonably be expected to lead to, an any Acquisition Proposal; provided, (y) however, that nothing contained in this Section 7.2 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal if, and only to the extent that (A) the Company has Board of Directors of the right to do soCompany, shall request after consultation with and based upon the return or destruction advice of all confidential information provided by or on behalf independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of the Company or to comply with its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject fiduciary duties to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal Company's stockholders under applicable law and (B) inform a Person prior to taking such action, the Company (x) provides reasonable notice to Purchaser to the effect that has made it is taking such action and (y) receives from such person or entity an Acquisition Proposal executed confidentiality agreement in reasonably customary form. Notwithstanding anything in this Agreement to the contrary, the Company shall as promptly as practicable advise Purchaser orally and in writing of the provisions receipt by it (or any of this Section 6.3.the other entities or

Acquisition Proposals. The Company agrees that, prior to the Effective Time, (a) The Company shall not, shall cause neither it nor any of its Subsidiaries shall, and each of them shall not knowingly permit any of its officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to, and shall instruct its Representatives not to: (i) solicit or encourage, directly or indirectly initiateindirectly, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer thatwith respect to any Acquisition Transaction (as defined below) (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning an Acquisition Proposal; and (b) it will immediately cease and cause to be terminated any existing negotiations with any parties conducted heretofore with respect to any of the foregoing; PROVIDED, that nothing contained in each case, constitutes this Agreement shall prevent the Company or is intended to lead its Board of Directors from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, ; or (iiB) directly providing information to or indirectly engage in, enter into or participate engaging in any negotiations or discussions or negotiations with any Person making person or entity who has made an unsolicited bona fide Acquisition Proposal that involves an Acquisition Proposal, or such Person’s RepresentativesTransaction that the Company Board in good faith determines, with respect to an Acquisition Proposalthe assistance of its financial advisor, or (iii) provide any non-public information or afford access to represents a superior transaction for the properties stockholders of the Company or when compared to the Offer and the Merger, if and only to the extent that the Company Board reasonably determines, after consultation with, and taking into account the advice of, outside legal counsel, that the failure to do so would be inconsistent with its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposalfiduciary obligations. The Company shall, will promptly notify Parent and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease Parent Sub if any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, such information is requested from it or any designees such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Parent Sub the terms of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on inquiry and the date hereof that constitutes, identity of the party making such proposal or is intended to lead to, an Acquisition Proposal, (y) inquiry which it may receive in respect of any such transaction. Except to the extent that the Company has Board reasonably determines, after consultation with, and taking into account the right advice of, outside legal counsel, that the failure to do so, shall request take such action would be inconsistent with the return or destruction of all confidential information provided compliance by or on behalf the Company Board with its fiduciary duties to the stockholders of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3Company, the Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company is a party without Parent's prior written consent and its Representatives may in any event (A) seek to clarify and understand take all steps deemed necessary or appropriate by Parent to enforce to the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether fullest extent possible all such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3agreements.

Acquisition Proposals. (a) The Company shall not, nor shall cause it --------------------- authorize or permit any of its Subsidiaries not or Representatives to, and shall instruct its Representatives not to: (i) directly or indirectly initiateindirectly, (a) solicit, initiate or knowingly encourage the submission of any Acquisition Proposal or knowingly facilitate (including by way of providing non-public informationb) participate in or encourage any inquiries, proposals discussion or offersnegotiations regarding, or the making of furnish to any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide person any non-public information or afford access to the properties of the Company or its Subsidiarieswith respect to, or take any other action to assist facilitate any inquiries or knowingly encourage or knowingly facilitatethe making of, any effort by any Person (other than Parent, Purchaserproposal that constitutes, or any designees of Parent or Purchaser) in a manner that is intended may reasonably be expected to lead to to, any Acquisition Proposal; provided, however, that the foregoing shall not prohibit -------- ------- the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal prior to the approval of this Agreement by the Company Stockholders if, and to the extent that, (A) the Board of Directors of the Company, based upon the written advice of independent outside legal counsel, determines in good faith that such action is required for the Board of Directors of the Company to comply with its fiduciary obligations to the Company Stockholders under applicable Delaware law, (B) prior to taking such action, the Company receives from such person or entity an executed agreement in connection with reasonably customary form relating to the confidentiality of information to be provided to such person or entity and (C) the Board of Directors of the Company concludes in response to any inquirygood faith, offer or proposal based upon written advice from its independent financial advisor, that constitutes an the Acquisition Proposal is a Superior Proposal. The Company shall, shall provide immediate oral and shall cause its Subsidiaries to, and shall instruct its Representatives to, written notice to Parent of (xa) immediately cease the receipt of any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, such Acquisition Proposal or any designees of Parent or Purchaser) with respect inquiry which could reasonably be expected to lead to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (yb) the material terms and conditions of such Acquisition Proposal or inquiry, (c) the identity of such person or entity making any such Acquisition Proposal or inquiry and (d) the Company's intention to furnish information to, or enter into discussions or negotiations with, such person or entity. The Company shall continue to keep Parent informed of the extent status and details of any such Acquisition Proposal or inquiry. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect -------------------- to a merger, consolidation, share exchange, tender offer or similar transaction involving the Company has the right to do soCompany, shall request the return or destruction any purchase or other acquisition of all confidential information provided by or on behalf any significant portion of the assets of the Company or its Subsidiaries to any such Person within equity interest in the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3Company.

Acquisition Proposals. (a) The Company IJL agrees that neither it nor any of its Subsidiaries nor any of the respective officers and directors of IJL or its Subsidiaries shall, and IJL shall not, shall direct and use its reasonable best efforts to cause its Subsidiaries employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, and shall instruct its Representatives not to: (i) initiate, solicit or encourage, directly or indirectly initiateindirectly, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, enquiries or the making of any submission or announcement of any inquiry, proposal or offer that(including, in each casewithout limitation, constitutes any proposal or is intended offer to lead stockholders of IJL) with respect to a merger, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, IJL or its Significant Subsidiary (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the IJL Board of its fiduciary duties (after consultation with outside counsel) as a result of an unsolicited written, bona fide Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any negotiations concerning, or provide any confidential information or data to, or have any discussions or negotiations with with, any Person making an Acquisition Proposal, or such Person’s Representatives, with respect relating to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, otherwise facilitate any effort by any Person (other than Parent, Purchaser, or any designees of Parent attempt to make or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes implement an Acquisition Proposal. The Company shall, and IJL shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease and cause to be terminated any solicitationactivities, discussions, discussions or negotiations conducted prior to the date of this Agreement with any Person (parties other than Parent, Purchaser, or any designees of Parent or Purchaser) Wachovia with respect to any inquiry, proposal of the foregoing and shall use its reasonable best efforts to enforce any confidentiality or offer pending on the date hereof that constitutes, or is intended similar agreement relating to lead to, an Acquisition Proposal, . IJL shall promptly (ywithin 24 hours) to advise Wachovia following the extent the Company has the right to do so, shall request the return or destruction receipt by IJL of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and the substance thereof (z) terminate access to any physical or electronic data rooms relating to a possible including the identity of the Person making such Acquisition Proposal. Subject to the other provisions of this Section 6.3), the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions advise Wachovia of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely developments with respect to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of immediately upon the provisions of this Section 6.3occurrence thereof.

Acquisition Proposals. (a) The Company shall not, shall cause its Subsidiaries not to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on From the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to until the extent termination hereof and except as expressly permitted by the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other following provisions of this Section 6.3, the Company will not, nor will it permit any of its subsidiaries to, nor will it authorize or permit any officer, director or employee of, or any investment banker, attorney, accountant or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; PROVIDED, HOWEVER, that the Company Board may furnish information to, or enter into discussions or negotiations with, any person that previously has made an unsolicited bona fide written Acquisition Proposal if, and only to the extent that, (A) the Company Board, after consultation with and having considered the advice of independent legal counsel, determines in good faith that (x) such Acquisition Proposal would, if consummated, constitute a Superior Proposal (as hereinafter defined), and (y) such action is necessary for the Company Board to comply with its Representatives may duties to the Company's stockholders under applicable Law and (B) prior to taking such action, the Company (x) provides reasonable notice to Parent (but in any event no later than 24 hours prior to taking such action) to the effect that it is taking such action and (Ay) seek receives from such person an executed confidentiality/standstill agreement in reasonably customary form, the terms of which, as applicable to clarify such person, in any event are at least as stringent as those applicable to Parent in the Confidentiality Agreement between Parent and understand the Company. Prior to providing any information to or entering into discussions or negotiations with any person in connection with an Acquisition Proposal by such person, the Company shall notify Parent of any Acquisition Proposal (including the material terms and conditions thereof and the identity of the person making it) as promptly as practicable after its receipt thereof (and in any event, no later than twenty-hours from receipt), and shall provide Parent with a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter promptly inform Parent of the status of any discussions or negotiations with such a third party, and any material changes to the terms and conditions of such Acquisition Proposal, and shall promptly give Parent a copy of any inquiry or proposal made information delivered to such person that has not previously been reviewed by any Person that did not result from a material breach Parent. Immediately after the execution and delivery of this Section 6.3 solely Agreement, the Company will, and will cause its subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to determine whether such inquiry any possible Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal entities referred to in the first sentence hereof of the provisions of obligations undertaken in this Section 6.36.3(a).

Acquisition Proposals. (a) The Company agrees that its officers or directors shall not, and that it shall direct and use its best efforts to cause its any of the Company Subsidiaries and the Company Subsidiaries’ employees, agents and representatives not to, and shall instruct its Representatives not to: (i) directly or indirectly indirectly, initiate, solicit, or knowingly encourage or knowingly otherwise facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer thatwith respect to a merger, in each casereorganization, constitutes share exchange, consolidation or is intended similar transaction involving, or any purchase of all or substantially all of the assets of the Company or more than 10% of the outstanding equity securities of the Company (any such proposal or offer being hereinafter referred to lead to as an “Acquisition Proposal”). The Company further agrees that neither the Company nor any of the Company Subsidiaries nor any of their respective officers or directors shall, (ii) and that the Company shall direct and use its reasonable best efforts to cause any of the Company Subsidiaries and any of the Company Subsidiaries’ employees, agents and representatives not to, directly or indirectly indirectly, engage in, enter into or participate in any negotiations concerning, or provide any confidential information or data to, or have any discussions or negotiations with with, any Person making an Acquisition Proposal, or such Person’s Representatives, with respect relating to an Acquisition Proposal, or (iii) provide otherwise facilitate any non-public information effort or afford access attempt to the properties of make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (A) complying with its Subsidiaries, disclosure obligations under federal or take state law; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company Board receives from the Person so requesting such information an executed confidentiality agreement; (C) engaging in any other action to assist negotiations or knowingly encourage or knowingly facilitate, any effort by discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (other than Parent, Purchaser, or any designees of Parent or PurchaserD) in a manner that is intended to lead to recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the Company Board determines in connection good faith (after consultation with or outside legal counsel) that such action is, in response the absence of the foregoing proscriptions, necessary in order for its directors to any inquirycomply with their respective fiduciary duties under applicable law and (ii) in the case referred to in clause (D) above, offer or proposal the Company Board determines in good faith (after consultation with its financial advisor) that constitutes an such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company’s shareholders than the Merger. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) agrees that it will immediately cease and cause to be terminated any solicitationexisting activities, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) parties conducted heretofore with respect to any inquiryAcquisition Proposals. The Company agrees that it will notify Parent immediately if any such inquiries, proposal proposals or offer pending on the date hereof that constitutesoffers are received by, any such information is requested from, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes discussions or negotiations are sought to be initiated or continued with, any of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3representatives.

Acquisition Proposals. (a) The Company shall notPursuant to the Merger Agreement, shall cause its Subsidiaries PJAM has agreed not toto solicit, and shall instruct its Representatives not to: (i) initiate or encourage, directly or indirectly initiateindirectly, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making submission of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, Proposal (iias defined below) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, furnish to any person any information with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiariesto, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may be reasonably be expected to lead to, any Acquisition Proposal. Notwithstanding the foregoing, prior to the acceptance for payment of Shares pursuant to the Offer, PJAM may, to the extent required by the fiduciary obligations of the Board, as determined in connection good faith by a majority of the disinterested members thereof after consultation with or outside counsel, in response to any inquiryAcquisition Proposal that was made by a person whom the Special Committee determines, offer or proposal in good faith after consultation with outside counsel and an independent financial advisor, to be reasonably capable of making a Superior Company Proposal (as defined below), that constitutes an Acquisition Proposal. The Company shall, was not solicited by PJAM and shall cause that did not otherwise result from a breach of its Subsidiaries to, and shall instruct its Representatives toobligations pursuant to the Merger Agreement, (x) immediately cease furnish information with respect to PJAM to the person or group making such Acquisition Proposal and its representatives pursuant to a customary confidentiality agreement and (y) participate in discussions and negotiations with such person or group and its representatives to the extent required regarding such Acquisition Proposal. PJAM agreed not to permit any solicitationof its subsidiaries nor will it authorize or permit any officer, discussionsdirector or employee of any investment banker, attorney, accountant or other advisor of, PJAM or any of its subsidiaries to take similar actions. The Merger Agreement further provides that neither the Board nor the Special Committee will withdraw or modify, or negotiations propose to withdraw or modify, in a manner adverse to the Purchaser, its approval or recommendation of the Merger Agreement, the Offer or the Merger, unless PJAM's Board or the Special Committee, after consultation with independent legal counsel, determines in good faith that such action is necessary for the Board or the Special Committee to comply with its fiduciary duties under applicable Law. "Acquisition Proposal" means an offer or proposal regarding any Person of the following (other than Parent, Purchaser, the transactions contemplated by the Merger Agreement) involving PJAM or any designees of Parent its subsidiaries: (i) any merger, consolidation, share exchange, recapitalization, business combination or Purchaserother similar transaction; (ii) with respect any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or a significant portion of the assets of PJAM and its subsidiaries, taken as a whole, in a single transaction or series of related transactions; (iii) any tender offer or exchange offer for 10% or more of the outstanding Shares or the filing of any document under the Securities Act of 1933 or the Exchange Act, in connection therewith; (iv) any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the transaction contemplated by the Merger Agreement; or (v) any inquirypublic announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing. "Superior Company Proposal" means any proposal made by a third party to acquire all or offer pending on substantially all the date hereof that constitutesequity securities or assets of PJAM, pursuant to a tender or is intended to lead toexchange offer, an Acquisition Proposala merger, a consolidation, a liquidation or dissolution, a recapitalization or a sale of all or substantially all of its assets, (yi) on terms which a majority of the disinterested directors of PJAM determines in its good faith judgment to represent superior value for the holders of Shares compared to the extent Offer and the Company has the right to do soMerger, shall request the return or destruction of taking into account all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of such proposal and this Agreement (including any inquiry or proposal made by any Person that did not result from a material breach the Purchaser to amend the terms of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal the Merger Agreement, the Offer and the Merger) and (Bii) inform a Person that has made an Acquisition Proposal is reasonably capable of being completed, taking into account all financial, regulatory, legal and other aspects of such proposal. Contribution of Shares. Immediately prior to the Merger, the members of the provisions of this Section 6.3Investor Group will contribute their Shares to the Purchaser.

Acquisition Proposals. (a) The Company and each Subsidiary shall not, shall cause its Subsidiaries not todirectly or indirectly, and shall instruct and otherwise use its Representatives best efforts to cause their respective officers, directors, employees, agents or advisors or other representatives or consultants not to: (i) to directly or indirectly initiateindirectly, solicitsolicit or initiate any proposals or offers relating to any Acquisition Proposal (as defined below). Company shall, unless the Board of Directors of Company determines, in good faith, that the exercise of its fiduciary duties to Company shareholders under applicable law, as advised by independent outside counsel, prohibits the taking of such action, promptly advise Commerce orally and in writing of any request for information relating to, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiriesany, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, any inquiry with respect to an or which could lead to any Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the material terms and conditions of such request, Acquisition Proposal or inquiry and the identity of the Person making any inquiry such request, Acquisition Proposal or inquiry. Company shall, unless the Board of Directors of Company determines, in good faith, that the exercise of its fiduciary duties to Company shareholders under applicable law, as advised by independent outside counsel, prohibits the taking of such action, keep Commerce fully informed of the status and details (including amendments or proposed amendments) of any such request, Acquisition Proposal or inquiry. For purposes hereof, “Superior Proposal” shall mean any bona fide written Acquisition Proposal by a third party on terms determined in good faith by the Board of Directors of Company to be reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal made by any and the Person that did not result making the proposal and, if consummated to be more favorable to the shareholders of Company from a material breach financial point of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of view than the provisions of this Section 6.3.Merger. For purposes hereof, “Acquisition

Acquisition Proposals. (a) The Company agrees that, except as expressly contemplated by this Agreement, neither it nor any of its Subsidiaries nor any of the officers or directors of it or its Subsidiaries shall, and that it shall not, shall direct and use its best efforts to cause its Subsidiaries and its Subsidiaries' employees, investment bankers, attorneys, accountants, financial advisors, agents or other representative not to, and shall instruct its Representatives not to: (i) directly initiate or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or solicit the making of any submission Acquisition Proposal (as hereafter defined) or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly except as permitted below, engage in negotiations or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalwith, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide furnish any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitatedata to, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead third party relating to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) transactions contemplated by this Agreement). Notwithstanding anything to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of contrary contained in this Section 6.3Agreement, the Company and its Representatives Board (i) may participate in negotiations or discussions (including, as a part thereof, making any event counterproposal) with or furnish information or data to any third party if either (A) seek the Board determines in good faith that such third party is reasonably likely to clarify and understand submit to the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes Company an Acquisition Proposal and which would be a Superior Proposal (as hereafter defined) or (B) inform the Board determines in good faith, after consultation with its counsel, that the failure to participate in such negotiations or discussions or to furnish such information or data may constitute a Person that has made an breach of the Board's fiduciary duties under applicable law and (ii) shall be permitted to (x) take and disclose to the Company's shareholders a position with respect to the Merger or another Acquisition Proposal (including a Superior Proposal), or amend or withdraw such position or (y) make such other disclosure to the Company's shareholders if the Board determines in good faith, after consultation with its counsel, that the failure to make such disclosure may constitute a breach of the provisions of this Section 6.3Board's fiduciary duties or otherwise violate applicable law.

Acquisition Proposals. (a) The Company From the date hereof until this Agreement has been terminated as provided herein, Seller shall not, nor shall cause its it permit any of the Seller Subsidiaries not to, and shall instruct or authorize or permit any director, officer or employee of Seller or any of the Seller Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of Seller or any of its Representatives not subsidiaries (the "Seller Representatives") to: , directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage any Takeover Proposal (as defined below) or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, that constitutes or is intended could reasonably be expected to lead to an Acquisition Proposal, a Takeover Proposal or (ii) directly enter into, continue or indirectly engage in, enter into or otherwise participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, furnish to any person any information with respect to an Acquisition Proposalto, or (iii) provide otherwise cooperate in any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitateway with respect to, any effort by Takeover Proposal; provided, however, that at any Person (other than Parenttime prior to obtaining the approval of its shareholders, Purchaserthe Board of Directors of Seller or Seller Representatives may, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, a bona fide written Takeover Proposal which was unsolicited and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not otherwise result from a material breach of this Section 6.3 solely 5.03, and subject to determine whether such inquiry or proposal constitutes an Acquisition Proposal compliance with Section 5.03(c) and (Bd), may take the following actions if the Board of Directors, after consultation with and based upon the advice of counsel, determines that such actions are required to fulfill its fiduciary duties under applicable laws: (x) inform furnish information with respect to Seller and its Subsidiaries to the person making such Takeover Proposal (and its representatives) pursuant to a Person customary confidentiality agreement, provided that all such information is provided to Buyer or has made an Acquisition been previously provided to Buyer, and (y) participate in discussions or negotiations with the person making such Takeover Proposal of the provisions of this Section 6.3(and its representatives) regarding such Takeover Proposal.

Acquisition Proposals. (a) The Company agrees that neither it nor its officers or directors shall, and that it shall not, shall direct and use its best efforts to cause its Subsidiaries employees, agents and representatives (including any financial advisor, attorney or accountant retained by it) not to, and shall instruct its Representatives not to: (i) directly or indirectly indirectly, initiate, solicit, or knowingly encourage or knowingly otherwise facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer thatwith respect to a merger, in each casereorganization, constitutes share exchange, consolidation or is intended similar transaction involving, or any purchase of all or substantially all of the assets of the Company or more than 10% of the outstanding equity securities of, the Company (any such proposal or offer being hereinafter referred to lead to as an “Acquisition Proposal”). The Company further agrees that neither it nor any of its officers and directors shall, and that it shall direct and use its reasonable best efforts to cause its employees, agents and representatives (iiincluding any financial advisor, attorney or accountant retained by it) not to, directly or indirectly indirectly, engage in, enter into or participate in any negotiations concerning, or provide any confidential information or data to, or have any discussions or negotiations with with, any Person making an Acquisition Proposal, or such Person’s Representatives, with respect relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (A) complying with its disclosure obligations under federal or state law; (B) at any time prior, but not after the Company Meeting is convened, providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company Board receives from the Person so requesting such information an executed confidentiality agreement; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (D) recommending any definitive agreement resulting from such an unsolicited bona fide written Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the Company Board reasonably determines (after consultation with outside legal counsel) that such action is, in the absence of the foregoing proscriptions, required in order for its directors to comply with their respective fiduciary duties under applicable law and (ii) in each such case referred to in clause (B), (C) or (D), such Acquisition Proposal includes sufficient information for the Company Board to reasonably conclude that (x) it is a Superior Proposal (as defined below), (y) the Person making the Acquisition Proposal has the financial and other resources and has the legal and regulatory ability to complete the proposed transaction, and (z) the Acquisition Proposal will not be subject to any material contingency other than those contained in this Agreement, and (iii) provide any non-public information in each such case referred to in clause (C) or afford access (D) above, the Company Board reasonably determines (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to the properties be consummated, taking into account all legal, financial and regulatory aspects of the Company or its Subsidiariesproposal and the Person making the proposal and would, or take any other action to assist or knowingly encourage or knowingly facilitateif consummated, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) result in a manner that is intended to lead to an transaction in which the Company’s shareholders would receive greater consideration per share than the Merger (any such more favorable Acquisition Proposal or being referred to in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition this Agreement as a “Superior Proposal”). The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) agrees that it will immediately cease and cause to be terminated any solicitationexisting activities, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) parties conducted heretofore with respect to any inquiryAcquisition Proposals. The Company agrees that it will take the necessary steps to promptly inform the individuals referred to in the first sentence hereof of the obligations undertaken in this Section 6.08. The Company agrees that it will notify Parent promptly, proposal but in no event later than the second succeeding Business Day, if any such inquiries, proposals or offer pending on the date hereof that constitutesoffers are received by, any such information is requested from, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes discussions or negotiations are sought to be initiated or continued with, any of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3its representatives, indicating, in connection with such notice, the Company name of such Person and its Representatives may in any event (A) seek to clarify and understand the material terms and conditions of any inquiry proposal or proposal made by any Person that did not result from offer and thereafter shall keep Parent informed, on a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal regular basis, of the provisions status and terms of this Section 6.3any such proposals or offers and the status of any such discussions or negotiations.

Acquisition Proposals. (a) The Company From the date hereof until this Agreement has been terminated as provided herein, Seller shall not, nor shall cause it permit any of its Subsidiaries not subsidiaries to, and shall instruct or authorize or permit any director, officer or employee of Seller or any of its Representatives not subsidiaries or any investment banker, attorney, accountant or other advisor or representative of Seller or any of its subsidiaries (the "SELLER REPRESENTATIVES") to: , directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage any Takeover Proposal (as defined below) or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, that constitutes or is intended could reasonably be expected to lead to an Acquisition Proposal, a Takeover Proposal or (ii) directly enter into, continue or indirectly engage in, enter into or otherwise participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, furnish to any person any information with respect to an Acquisition Proposalto, or (iii) provide otherwise cooperate in any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitateway with respect to, any effort by Takeover Proposal; provided, however, that at any Person (other than Parenttime prior to obtaining the approval of its shareholders, Purchaserthe Board of Directors of Seller or Seller Representatives may, in response to a bona fide written Takeover Proposal that such Board of Directors determines in good faith constitutes or any designees of Parent or Purchaser) in a manner that is intended reasonably likely to lead to an Acquisition a Superior Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall(as defined below), and shall cause its Subsidiaries towhich Takeover Proposal was unsolicited and did not otherwise result from a breach of this Section 5.03, and shall instruct its Representatives tosubject to compliance with Section 5.03(c) and (d), (x) immediately cease any solicitationfurnish information with respect to Seller and its subsidiaries to the person making such Takeover Proposal (and its representatives) pursuant to a customary confidentiality agreement, discussionsprovided that all such information is provided to Buyer or has been previously provided to Buyer, and (y) participate in discussions or negotiations with any Person the person making such Takeover Proposal (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (Arepresentatives) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether regarding such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3Takeover Proposal.

Acquisition Proposals. (a) The Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. (New York time) on the 46th day after the date of this Agreement (the “No-Shop Period Start Date”), the Company shall notand its Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”), shall cause its Subsidiaries not to, and shall instruct its Representatives not have the right to: (i) directly or indirectly initiate, solicitsolicit and encourage any inquiry or the making of any proposals or offers that constitute Acquisition Proposals, or knowingly encourage or knowingly facilitate (including by way of providing access to non-public information) information to any inquiries, proposals or offers, or Persons pursuant to confidentiality agreements entered into after the making of any submission or announcement of any inquiry, proposal or offer date hereof on terms that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (it being understood that, notwithstanding the terms of the Confidentiality Agreement, such confidentiality agreements need not prohibit the submission of Acquisition Proposals or amendments thereto to the Company Board in each caseconfidence) or, constitutes to the extent applicable, pursuant to confidentiality agreements entered into before the date of this Agreement; provided that the Company shall promptly make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is intended provided to lead any Person given such access which was not previously made available to an Acquisition Proposal, Parent or Merger Sub; and (ii) directly engage or indirectly engage inenter into, enter into continue or otherwise participate in any discussions or negotiations with any Person making an Acquisition Proposal, Persons or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties groups of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) Persons with respect to any inquiry, proposal Acquisition Proposals or offer pending on the date hereof that constitutes, otherwise cooperate with or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return assist or destruction of all confidential information provided by participate in or on behalf of the Company or its Subsidiaries to facilitate any such Person within the last eighteen (18) months for the purposes of evaluating a possible inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3Proposals.

Acquisition Proposals. (a) The Company Bank shall not, and it shall cause its Subsidiaries and its and its Subsidiaries’ officers, directors, agents, advisors and affiliates not to, solicit or encourage inquiries or proposals with respect to, or engage in any negotiations concerning, or provide any confidential information to, or have any discussions with, any person relating to, any Acquisition Proposal; provided, however, that, subject to its obligations under Section 8.03, nothing contained herein shall prohibit the Bank Board from furnishing information to, or entering into discussion or negotiations with, or resolving to accept an Acquisition Proposal from, any person or entity that makes an unsolicited, written bona fide proposal regarding an Acquisition Proposal to the extent that the Bank Board concludes in good faith, after consultation with and consideration of the advice of outside counsel, that the failure to furnish such information or enter into such discussions or negotiations or resolving to accept an Acquisition Proposal, would constitute a breach of its fiduciary duties to shareholders under applicable law. Bank shall immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties other than Acquiror with respect to any of the foregoing and shall instruct use its Representatives not to: (i) directly reasonable best efforts to enforce any confidentiality or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead similar agreement relating to an Acquisition Proposal, . Bank shall promptly (iiwithin 24 hours) directly or indirectly engage in, enter into or participate in advise Acquiror following the receipt by Bank of any discussions or negotiations with any Person Acquisition Proposal and the substance thereof (including the identity of the person making an such Acquisition Proposal), or such Person’s Representatives, and advise Acquiror of any developments with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an such Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on upon the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3occurrence thereof.

Acquisition Proposals. (a) The Company shall not, nor shall cause it authorize or knowingly permit any Company Subsidiary or any of its Subsidiaries not or their respective directors, officers or employees or any Representatives retained by it or any Company Subsidiary to, and shall instruct its Representatives not to: directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission Alternative Transaction Proposal or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended that would reasonably be expected to lead to an Acquisition Proposal, Alternative Transaction Proposal or (ii) directly other than with Parent, Merger Sub or indirectly engage intheir respective directors, officers, employees or other Representatives, enter into into, continue or otherwise participate in any discussions or negotiations with regarding, or furnish to any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitatein connection with, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Alternative Transaction Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on that would reasonably be expected to lead to an Alternative Transaction Proposal. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if at any time after the date hereof that constitutesand prior to the receipt of the Company Shareholder Approval, the Company or any Company Subsidiary receives an Alternative Transaction Proposal (other than as a result of a breach of this Section 8.4), the Company and the Company Board may (directly or through their Representatives) (i) contact such Person and its advisors for the purpose of clarifying the proposal and any material terms thereof and the conditions to and likelihood of consummation, so as to determine whether such proposal is, or is intended reasonably likely to lead to, an Acquisition a Superior Proposal and (ii) if the Company Board determines in good faith after consultation with its outside legal counsel and independent financial advisor that such Alternative Transaction Proposal is, or is reasonably likely to lead to, a Superior Proposal, the Company Board may (x) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Alternative Transaction Proposal (and its Representatives) pursuant to an executed confidentiality agreement with confidentiality provisions no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement then in effect; provided, that a copy of all such information not previously provided to Parent (or its Representatives) is provided to Parent as promptly as reasonably practicable, and (y) to participate in discussions or negotiations with the extent Person making such Alternative Transaction Proposal (and its Representatives) regarding such Alternative Transaction Proposal. The Company will within one (1) Business Day provide Parent with all non-public information regarding the Company that has the right not previously been provided to do so, shall request the return or destruction of all confidential information Parent that is provided by or on behalf of the Company or its Subsidiaries to any Person making such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Alternative Transaction Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3.

Acquisition Proposals. (a) The Company From the date hereof until this Agreement has been terminated as provided herein, Seller shall not, nor shall cause its it permit any of the Seller Subsidiaries not to, and shall instruct or authorize or permit any director, officer or employee of Seller or any of the Seller Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of Seller or any of its Representatives not subsidiaries (the "SELLER REPRESENTATIVES") to: , directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage any Takeover Proposal (as defined below) or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, that constitutes or is intended could reasonably be expected to lead to an Acquisition Proposal, a Takeover Proposal or (ii) directly enter into, continue or indirectly engage in, enter into or otherwise participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, furnish to any person any information with respect to an Acquisition Proposalto, or (iii) provide otherwise cooperate in any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitateway with respect to, any effort by Takeover Proposal; provided, however, that at any Person (other than Parenttime prior to obtaining the approval of its shareholders, Purchaserthe Board of Directors of Seller or Seller Representatives may, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, a bona fide written Takeover Proposal which was unsolicited and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not otherwise result from a material breach of this Section 6.3 solely 5.03, and subject to determine whether such inquiry or proposal constitutes an Acquisition Proposal compliance with Section 5.03(c) and (Bd), may take the following actions if the Board of Directors, after consultation with and based upon the advice of counsel, determines that such actions are required to fulfill its fiduciary duties under applicable laws: (x) inform furnish information with respect to Seller and its Subsidiaries to the person making such Takeover Proposal (and its representatives) pursuant to a Person customary confidentiality agreement, provided that all such information is provided to Buyer or has made an Acquisition been previously provided to Buyer, and (y) participate in discussions or negotiations with the person making such Takeover Proposal of the provisions of this Section 6.3(and its representatives) regarding such Takeover Proposal.

Acquisition Proposals. (a) The From the date hereof until the termination hereof, the Company shall will not, shall cause nor will it permit any of its Subsidiaries not subsidiaries to, and shall instruct nor will it authorize or permit any officer, director or employee of or any investment banker, attorney, accountant or other advisor or representative of, the Company or any of its Representatives not subsidiaries to: , directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making submission of any submission Acquisition Proposal (as defined in Section 10.12(a)) or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, furnish to any person any information with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiariesto, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal. Notwithstanding the foregoing, prior to the acceptance for payment of Shares pursuant to the Offer, the Company may, to the extent required by the fiduciary obligations of the Board, as determined in connection good faith by a majority of the disinterested members thereof after consultation with or outside counsel, in response to any inquiryAcquisition Proposal that was made by a person whom the Special Committee determines, offer or proposal in good faith after consultation with outside counsel and an independent financial advisor, to be reasonably capable of making a Superior Company Proposal (as defined below), that constitutes an Acquisition Proposal. The was not solicited by the Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives tothat did not otherwise result from a breach of this Section 7.3(a), (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) furnish information with respect to any inquiry, proposal the Company to the person or offer pending on the date hereof that constitutes, or is intended group making such Acquisition Proposal and its representatives pursuant to lead to, an Acquisition Proposal, a customary confidential agreement and (y) participate in discussions and negotiations with such person or group and its representatives to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any required regarding such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions For purposes of this Section 6.3Agreement, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3."

Acquisition Proposals. (a) The Company Except as permitted by this Agreement, Acquiree Bank shall not, and shall cause not authorize or permit any of its Subsidiaries not officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other 26 NEXT PAGE representative retained by it directly or indirectly to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing furnishing non-public information) ), or take any other action to facilitate, any inquiries, proposals or offers, discussions or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, that constitutes or is intended could reasonably be expected to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations negotiations, or otherwise communicate in any way with any Person making person (other than Acquiror), regarding an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, Proposal or (iii) provide enter into or consummate any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of Acquiree Bank or any investment banker, financial advisor, attorney, accountant or other representative retained by Acquiree Bank shall be deemed to be a breach of this Section 5.1 by Acquiree Bank. Notwithstanding the foregoing, Acquiree Bank may, in response to a Superior Proposal that has not been withdrawn and that did not otherwise result from a breach of this Section 5.1, (x) furnish non-public information or afford access with respect to Acquiree Bank to the properties of person who made such Superior Proposal pursuant to a confidentiality agreement on terms no more favorable to such person than the Company or its Subsidiariesconfidentiality agreement between Acquiree Bank and Acquiror dated October 28, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person 2004 and (other than Parent, Purchaser, or any designees of Parent or Purchasery) participate in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition such person regarding such Superior Proposal, if and so long as Acquiree Bank's Board of Directors determines in good faith (yafter receipt of written advice from its outside legal counsel) that failing to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any take such Person within the last eighteen (18) months for the purposes of evaluating action would constitute a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3its fiduciary duties under applicable law.

Acquisition Proposals. (a8.2.(a) The Company agrees that neither it nor any of its Subsidiaries nor any of its or its Subsidiaries' officers and directors shall, and that it shall not, shall direct and use its best reasonable efforts to cause its Subsidiaries and its Subsidiaries' employees, agents and other representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) (collectively, "Representatives") not to, and shall instruct its Representatives not to: (i) directly or indirectly indirectly, initiate, solicit, or knowingly encourage or knowingly otherwise facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer thatwith respect to an Acquisition Proposal. The Company further agrees that neither it nor any of its Subsidiaries nor any of its or its Subsidiaries' officers and directors shall, and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries' Representatives not to, directly or indirectly, engage in each caseany negotiations concerning, constitutes or is intended to lead provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent either the Company or any of its representatives or the Board of Directors of the Company from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal or otherwise complying with the Exchange Act; (B) providing information in response to a request therefor by a Person who has made an unsolicited written Acquisition Proposal; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited Acquisition Proposal or otherwise facilitating any effort or attempt to implement an Acquisition Proposal if (i) the Acquisition Proposal is a Superior Proposal and (ii) directly the Company's Board of Directors determines, upon advice from outside legal counsel to the Company, that the failure to engage in the negotiations or indirectly engage indiscussions or provide the information would result in a breach of the fiduciary duties of the Board of Directors of the Company under applicable law. Any information furnished to any Person in connection with any Acquisition Proposal shall be provided pursuant to a confidentiality and standstill agreement on customary terms (including without limitation prohibitions on unsolicited tender offers, enter into acquisitions of equity interests in the Company, proposals to acquire stock or participate assets, formation of Section 13(d) groups, public request for release from the standstill, actions that would require the Company to make a public announcement, engaging in proxy contests, etc.). Subject to all of the foregoing requirements, the Company will immediately notify Parent orally and in writing if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any information is requested by any Person with respect to any Acquisition Proposal or which could lead to a Acquisition Proposal and immediately notify Parent of all material terms of any Acquisition Proposal, including the identity of the Person making the Acquisition Proposal or the request for information, if known, and thereafter shall inform Parent on a timely, ongoing basis of the status and content of any discussions or negotiations with any Person making an Acquisition ProposalPerson, or such Person’s Representatives, with respect including immediately reporting any changes to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an the Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3Proposal.

Acquisition Proposals. (a) The Company shall not, nor shall cause its it authorize or permit any of the Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to: (i) , directly or indirectly initiateindirectly, (a) solicit, initiate or knowingly encourage or knowingly take any other action to facilitate the submission of any Acquisition Proposal or (including by way of providing non-public informationb) participate in or knowingly encourage any inquiries, proposals discussion or offersnegotiations regarding, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended furnish to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiarieswith respect to, or take any other action to assist facilitate any inquiries or knowingly encourage or knowingly facilitatethe making of, any effort proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, provided that if the Company receives an Acquisition Proposal that the Board of Directors reasonably believes may, upon clarification, constitute a Superior Proposal, the Company may communicate in writing (with a copy to Parent) with the Person making such Acquisition Proposal solely to the limited extent necessary to obtain the necessary clarification; provided, however, that prior to the approval of the Plan of Merger and this Agreement by the Company Shareholders the foregoing shall not prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that makes an Acquisition Proposal that is intended unsolicited or that did not otherwise result from a breach of this Section 6.9, if, and to lead the extent that, (i) the Board of Directors of the Company, after consultation with and having taken into consideration advice of independent outside legal counsel, determines in its good faith business judgment that such action is likely required for the Board of Directors of the Company to comply with its duties to the Company and the Company Shareholders under applicable Virginia law, (ii) prior to taking such action, the Company receives from such Person an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such Person; provided that such confidentiality agreement with respect to an Acquisition Proposal or in connection with or in response shall not be any less protective to any inquiry, offer or proposal that constitutes an the Company than the provisions of the Confidentiality Agreement and (iii) the Acquisition Proposal is a Superior Proposal. The Company shallshall provide prompt (but in any event by the following day) oral and written notice to Parent of (A) the receipt of any such Acquisition Proposal and any clarification, modification or amendment to an Acquisition Proposal, or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (B) the material terms and shall cause its Subsidiaries conditions of such Acquisition Proposal or inquiry, (C) the identity of such Person making any such Acquisition Proposal or inquiry and (D) the Company’s intention to furnish information to, or enter into discussions or negotiations with, such Person. The Company shall continue to keep Parent informed of the status and details of any such Acquisition Proposal or inquiry. The Company shall instruct its Representatives to, (x) cease and cause to be terminated immediately cease any solicitation, discussions, all existing discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) Persons conducted heretofore with respect to any inquiryAcquisition Proposal. For purposes of this Agreement, “Acquisition Proposal” means other than the transactions contemplated by this Agreement, any offer or proposal with respect to a merger, consolidation, business combination, share exchange, tender offer, reorganization, recapitalization, liquidation, dissolution or offer pending on similar transaction involving the date hereof that constitutesCompany, or is intended to lead to, an Acquisition Proposal, (y) to any purchase or other acquisition of 10% or more of the extent consolidated assets of the Company has the right to do so, shall request the return and its Subsidiaries or destruction 10% or more of all confidential information provided by or on behalf any class of equity securities of the Company or any of its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3Subsidiaries.

Acquisition Proposals. (a) The Company Seller agrees that it shall not, and it shall cause its Subsidiaries officers, directors, agents, advisors and affiliates not to, and shall instruct its Representatives not solicit or encourage inquiries or proposals with respect to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) engage in any inquiries, proposals or offersnegotiations concerning, or the making provide any confidential information to, or have any discussions with, any person relating to, any tender or exchange offer, proposal for a merger, consolidation, sale of assets and assumption of liabilities, or other business combination involving Seller or any submission or announcement of any inquiry, proposal or offer thatto acquire in any manner a substantial equity interest in, in each caseor a substantial portion of the assets or deposits of Seller, constitutes or is intended to lead to other than the Transactions (any of the foregoing, an “Acquisition Proposal”); provided, (ii) directly however, that if Seller is not otherwise in violation of this Section 7.07, the board of directors of Holding Company or indirectly Seller may provide information to, and may engage inin such negotiations or discussions with, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, a person with respect to an Acquisition Proposal, directly or (iii) through representatives, if Holding Company’s board of directors, after consulting with and considering the advice of its financial advisor and its outside counsel, determines in good faith that its failure to provide any non-public information or afford access to engage in any such negotiations or discussions would reasonably be expected to constitute a failure to discharge properly the properties fiduciary duties of such directors in accordance with applicable law. Seller shall promptly (within one Business Day) advise Buyer following the receipt by it of any written Acquisition Proposal and the substance thereof (including the identity of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an person making such Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an and a copy of such Acquisition Proposal. The Company shall), and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease advise Buyer of any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) developments with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to immediately upon the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3occurrence thereof.

Acquisition Proposals. (a) The Company shall notSubject to Sections 6.03(b), shall cause its Subsidiaries not to6.03(c) and 6.03(f), and shall instruct its Representatives not to: (i) neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, directly or indirectly initiateindirectly, (A) solicit, or knowingly encourage initiate or knowingly facilitate or encourage (including by way of providing non-public informationinformation in a manner designed to knowingly encourage) any inquiries, proposals or offers, or the making submission of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (iiB) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalwith, or such Person’s Representatives, with respect furnish any confidential information relating to an Acquisition Proposal, the Company or (iii) provide any non-public information of its Subsidiaries or afford access to the properties business, properties, assets, books or records of the Company or any of its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitateSubsidiaries to, any effort by Third Party for the purpose of knowingly facilitating or encouraging (or which could reasonably be expected to facilitate or encourage) an Acquisition Proposal, (C) grant any Person waiver, amendment or release under any standstill or confidentiality agreement or (D) approve, endorse or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other than Parent, Purchaser, similar instrument relating to an Acquisition Proposal or any designees of Parent proposal or Purchaser) in a manner offer that is intended to lead to an Acquisition Proposal or requires the Company to abandon this Agreement (an “Alternative Acquisition Agreement”) and (ii) neither the Board of Directors of the Company nor any committee thereof shall (A) fail to make, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw (or not continue to make), qualify or modify) in connection with or in response a manner adverse to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Parent the Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives toBoard Recommendation, (xB) immediately cease any solicitationadopt, discussionsapprove or recommend or propose to adopt, approve or negotiations with any Person recommend (other than Parent, Purchaser, publicly or any designees of Parent or Purchaserotherwise) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (C) (x) fail to publicly recommend against any Acquisition Proposal or (y) fail to the extent publicly reaffirm the Company has Recommendation, in each case of (x) and (y) within five (5) Business Days after Parent so requests in writing, (D) fail to recommend against any Acquisition Proposal subject to Regulation 14D under the right Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten Business Days after the commencement of such Acquisition Proposal, or (E) fail to do so, shall request include the return or destruction recommendation of all confidential information provided by or on behalf the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger in the Proxy Statement (any action described in the foregoing clauses (A) through (E), an “Adverse Recommendation Change”); provided that, for the avoidance of doubt, none of (1) the determination by the Board of Directors that an Acquisition Proposal constitutes a Superior Proposal, (2) the disclosure by the Company of such determination or its Subsidiaries to any such Person within (3) the delivery by the Company of the notice required by the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions sentence of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes 6.03 shall constitute an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3Adverse Recommendation Change).

Acquisition Proposals. Unless and until this Agreement shall have been terminated pursuant to Section 7.1 or Section 7.2, AISI shall not directly, or indirectly through any officer, director, agent, employee or representative (i) encourage, initiate or solicit, on or after the date hereof, any inquiries or the submission of any proposals or offers from any person relating to any merger, consolidation, sale of all or substantially all of its assets or similar business transaction involving AISI (each, an "Acquisition Transaction"); (ii) participate in any negotiations regarding, furnish to any other person any information with respect to, or otherwise assist or participate in, any attempt by any third party to propose or offer any Acquisition Transaction; (iii) enter into or execute any agreement relating to an Acquisition Transaction; or (iv) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any proposal or offer relating to an Acquisition Transaction, in each case other than with respect to the Merger. Notwithstanding the foregoing, nothing contained herein shall prohibit AISI from taking the actions described above in connection with an unsolicited third-party proposal or offer of an Acquisition Transaction if and to the extent that (a) The Company shall notthe Board of Directors of AISI determines in good faith, shall cause its Subsidiaries not toupon advice of legal counsel, that such action is required for the directors of AISI to fulfill their fiduciary duties and shall instruct its Representatives not to: obligations under Michigan law and (ib) directly prior to furnishing such information to or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter entering into or participate in any discussions or negotiations with any Person making an Acquisition Proposalsuch third-party, AISI provides immediate written notice to ESI of such proposal or such Person’s Representativesoffer and, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties extent not inconsistent with the fiduciary duties of AISI's officers and directors, provides material information concerning such proposal or offer (including proposed terms and the identity of the Company person or its Subsidiaries, entity making such proposal or take offer) and thereafter continues to cooperate with ESI by informing ESI of additional material facts as they arise and furnishing to ESI any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or additional information furnished in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, such proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3offer.

Acquisition Proposals. (a) The Company No Party shall, nor shall notthey authorize or permit any officer, shall cause its Subsidiaries not director or employee of, or investment banker, attorney or other advisor or representative or agent of, such Party to, and shall instruct its Representatives not to: directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making submission of any submission Acquisition Proposal (as hereinafter defined) or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, furnish to any person any information with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiariesto, or take any other action to assist facilitate any inquiries or knowingly encourage or knowingly facilitate, the making of any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 7.2(a) shall prohibit any Party’s Board of Directors (and their respective authorized representatives) from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal if, and only to the extent that (A) such Party’s Board of Directors, after consultation with and based on the written opinion of outside legal counsel, determine in good faith that in order for such Party’s Board of Directors to comply with their fiduciary duties to stockholders under Applicable Law it should take such action, (B) prior to taking such action, such Party receives from such person or entity an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person or entity, and (C) the Acquisition Proposal contains an offer of consideration that is superior to the consideration represented by the Exchange Ratio. Notwithstanding anything in this Agreement to the contrary, each Party shall (i) promptly advise the other Party orally and in writing of (A) the receipt by it (or any of the other entities or other persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (yB) to the extent material terms and conditions of such Acquisition Proposal or inquiry and (C) the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf identity of the Company or its Subsidiaries to person making any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal or inquiry, (ii) keep the other Party reasonably informed of the status and details of any such Acquisition Proposal or inquiry, and (ziii) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to negotiate with the other provisions of this Section 6.3, the Company and its Representatives may Party to make such adjustments in any event (A) seek to clarify and understand the terms and conditions of this Agreement as would enable such Party to proceed with the transactions contemplated herein; provided, however, that nothing in this Section 7.2(a) shall require that such Party negotiate exclusively with the other Party. Without limiting the foregoing, it is understood that any inquiry or proposal made by any Person that did not result from a material breach violation of the restrictions set forth in the first sentence of this Section 6.3 solely to determine whether 7.2 by any officer, director or employee of any Party or its subsidiaries or any investment banker, attorney or other advisor, representative or agent of such inquiry Party or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3.its

Acquisition Proposals. (a) The Company agrees that its officers or directors shall not, and that it shall direct and use its reasonable best efforts to cause its Subsidiaries employees, agents and representatives not to, and shall instruct its Representatives not to: (i) directly or indirectly indirectly, initiate, solicit, solicit or knowingly otherwise encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer thatwith respect to a merger, in each casereorganization, constitutes share exchange, consolidation or is intended similar transaction involving, or any purchase of all or substantially all of the assets of the Company or more than 10% of the outstanding equity securities, of the Company (any such proposal or offer being hereinafter referred to lead to as an "Acquisition Proposal"). The Company further agrees that neither the Company nor any of its officers and directors shall, (ii) and that it shall direct and use its reasonable best efforts to cause its employees, agents and representatives not to, directly or indirectly indirectly, engage in, enter into or participate in any negotiations concerning, or provide any confidential information or data to, or have any discussions or negotiations with with, any Person making an Acquisition Proposal, or such Person’s Representatives, with respect relating to an Acquisition Proposal, or (iii) provide otherwise facilitate any non-public information effort or afford access attempt to the properties of make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (A) complying with its Subsidiaries, disclosure obligations under federal or take state law; (B) providing information in response to a request therefore by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company Board receives from the Person so requesting such information an executed confidentiality agreement; (C) engaging in any other action to assist negotiations or knowingly encourage or knowingly facilitate, any effort by discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (other than Parent, Purchaser, or any designees of Parent or PurchaserD) in a manner that is intended to lead to recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the Company Board determines in connection good faith (after consultation with or outside legal counsel) that such action would, in response the absence of the foregoing proscriptions, be legally required in order for its directors to any inquirycomply with their respective fiduciary duties under applicable law and (ii) in the case referred to in clause (D) above, offer or proposal the Company Board determines in good faith (after consultation with its financial advisor) that constitutes an such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the Merger. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) agrees that it will immediately cease and cause to be terminated any solicitationexisting activities, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) parties conducted heretofore with respect to any inquiryAcquisition Proposals. The Company agrees that it will notify Parent immediately if any such inquiries, proposal proposals or offer pending on the date hereof that constitutesoffers are received by, any such information is requested from, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes discussions or negotiations are sought to be initiated or continued with, any of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3representatives.

Acquisition Proposals. (a) The Company shall will not, shall cause its Subsidiaries not nor will it authorize or permit any officer, director or employee of or any investment banker, attorney, accountant or other advisor or representative of, the Company to, and shall instruct its Representatives not to: directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making submission of any submission Acquisition Proposal or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with regarding, or furnish to any Person making an Acquisition Proposal, or such Person’s Representatives, with any information in respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiariesof, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with any inquiries or in response to the making of any inquiry, offer or proposal that constitutes an constitutes, or may reasonably be expected to lead to, any Acquisition Proposal. The Company shallshall notify Buyer of any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making it) as promptly as practicable after its receipt thereof, and shall cause its Subsidiaries toprovide Buyer with a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall instruct its Representatives to, (x) immediately cease thereafter inform Buyer on a prompt basis of the status of any solicitation, discussions, discussions or negotiations with such a third party, and any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect material changes to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of such Acquisition Proposal, and shall promptly give Buyer a copy of any inquiry information delivered to such Person which has not previously been reviewed by Buyer. Immediately after the execution and delivery of this Agreement, the Company will, and will use its reasonable best efforts to cause its affiliates and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents and representatives to, cease and terminate any existing activities, discussions or proposal made by negotiations with any Person that did not result from a material breach parties conducted heretofore in respect of any possible Acquisition Proposal. The Company shall take all necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal 5.9 of the provisions of obligations undertaken in this Section 6.3.5.9. "

Acquisition Proposals. (a) The Company agrees that (i) it and its officers and directors shall not, and (ii) it shall cause use reasonable best efforts to ensure that its Subsidiaries not torepresentatives shall not, and shall instruct its Representatives not to: in each case (iA) directly or indirectly indirectly, initiate, solicit, solicit or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer thatwith respect to the acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other business combination, of (x) an equity interest representing a 15% or greater economic or voting interest in each casethe Company, constitutes or is intended (y) the assets, securities or other ownership interests of or in the Company representing 15% or more of the consolidated assets of the Company, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to lead as an (“Acquisition Proposal”), or (B) directly or indirectly, engage in any negotiations concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to, an Acquisition Proposal; provided, however, that at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with its financial advisors, constitutes a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.6(a), (iix) directly provide access or indirectly furnish information with respect to the Company to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement and (y) engage inin discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, enter however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law or binding agreement entered into prior to the date of this Agreement, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or participate in its representatives that was not previously provided to Parent or Merger Sub. The Company will, and will cause its agents and representatives to, promptly cease and cause to be terminated any existing activities, discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, Persons conducted heretofore with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, also promptly (xwithin two (2) immediately cease Business Days) notify Parent of the receipt of any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on Acquisition Proposal after the date hereof that constituteshereof, or is intended to lead to, an Acquisition Proposal, (y) to which notice shall include the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf identity of the Company or its Subsidiaries to any Person making such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the material terms and conditions thereof, and will keep Parent apprised of any inquiry or proposal made by any Person that did not result from a related material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal developments, discussions and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3negotiations related thereto.

Acquisition Proposals. (a) The Company shall not, shall cause its Subsidiaries Subsidiary not to, and shall instruct its Representatives not to, directly or indirectly: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way the submission of providing non-public information) any inquiries, proposals Acquisition Proposal or offersany inquiries regarding, or the making of any submission or announcement of any inquiry, proposal or offer thatthat constitutes, in each case, constitutes or is intended would reasonably be expected to lead to to, an Acquisition Proposal, (ii) directly or indirectly engage in, enter into continue or otherwise participate in any discussions or negotiations with respect to any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to connection with, or for the purpose of knowingly encouraging or facilitating, an Acquisition Proposal or in connection with any proposal or in response offer that would reasonably be expected to any inquiry, offer or proposal that constitutes lead to an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries Subsidiary to, and shall instruct its Representatives to, (x) immediately cease any direct or indirect solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) and, to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries Subsidiary to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition ProposalPerson. Subject to the other provisions of this Section 6.3, the The Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) solely inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3.

Acquisition Proposals. (a) The Company agrees that (i) it and its officers and directors shall not, and (ii) it shall cause use commercially reasonable efforts to ensure that its Subsidiaries not torepresentatives shall not, and shall instruct its Representatives not to: in each case (iA) directly or indirectly indirectly, initiate, solicit, solicit or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer thatwith respect to the acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other business combination, of (x) an equity interest representing a 15% or greater economic or voting interest in each casethe Company, constitutes or is intended (y) the assets, securities or other ownership interests of or in the Company representing 15% or more of the consolidated assets of the Company, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to lead to as an (“Acquisition Proposal”), or (iiB) directly or indirectly indirectly, engage in, enter into or participate in any discussions negotiations concerning, or negotiations with provide access to its properties, books and records or any confidential information or data to, any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead relating to, an Acquisition Proposal; provided, (y) however, that at any time prior to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3Effective Time, the Company and its Representatives may representatives may, in any event (A) seek response to clarify a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with its financial advisors, constitutes a Superior Proposal, and understand the terms and conditions of any inquiry or proposal made by any Person that which Acquisition Proposal did not result from a material breach of this Section 6.3 solely 6.5(a), (x) provide access or furnish information with respect to determine whether the Company to the Person making such inquiry Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement and (y) engage in discussions or proposal constitutes an negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives that was not previously provided to Parent or Merger Sub. The Company will, and will cause its agents and representatives to, promptly cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. The Company shall also promptly (within two (2) Business Days) notify Parent of the receipt of any Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal the material terms and conditions thereof, and will keep Parent apprised of the provisions of this Section 6.3any related material developments, discussions and negotiations related thereto.

Acquisition Proposals. (a) The Company shall not, shall cause its Subsidiaries and its and its Subsidiaries’ respective directors, officers and employees not to, and shall instruct its and its Subsidiaries’ respective other Representatives not to: , directly or indirectly (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offersinquiries regarding, or the making or submission of any submission offer or announcement of any inquiry, proposal or offer that, in each case, that constitutes or is intended would reasonably be expected to lead to to, an Acquisition Proposal, (ii) directly engage or indirectly engage in, enter into or otherwise participate in any negotiations or discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an any Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, PurchaserMerger Sub, or any designees of Parent or PurchaserMerger Sub) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries and its and its Subsidiaries’ respective directors, officers and employees to, and shall instruct its and its Subsidiaries respective other Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, PurchaserMerger Sub, or any designees of Parent or PurchaserMerger Sub) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) and, to the extent the Company has the right to do so, shall promptly request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) its Representatives. The Company shall also promptly terminate such Person’s and its Representatives’ access to any physical or electronic data rooms room relating to a possible Acquisition ProposalProposal containing any such information. Subject to the other provisions of this Section 6.35.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any unsolicited inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an a bona fide Acquisition Proposal and (B) inform a Person that has made or, to the knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.35.3; provided, however, that any communication contemplated by the foregoing sentence shall be solely limited to the matters contemplated by the foregoing clauses (A) and (B). Any action taken or failed to be taken by any of the Company’s Subsidiaries or any of the Company’s or its Subsidiaries’ respective Representatives that provided services to the Company or its Subsidiaries in connection with the Merger or the other transactions contemplated hereby which, if taken or failed to be taken by the Company, would constitute a breach of this Section 5.3(a) shall be deemed to constitute a breach of this Section 5.3(a) by the Company.

Acquisition Proposals. (a) The Company agrees that neither it nor its officers or directors shall, and that it shall not, shall direct and use its best efforts to cause its Subsidiaries employees, agents and representatives (including any financial advisor, attorney or accountant retained by it) not to, and shall instruct its Representatives not to: (i) directly or indirectly indirectly, initiate, solicit, or knowingly encourage or knowingly otherwise facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer thatwith respect to a merger, in each casereorganization, constitutes share exchange, consolidation or is intended similar transaction involving, or any purchase of all or substantially all of the assets of the Company or more than 10% of the outstanding equity securities of, the Company (any such proposal or offer being hereinafter referred to lead to as an “Acquisition Proposal”). The Company further agrees that neither it nor any of its officers and directors shall, and that it shall direct and use its reasonable best efforts to cause its employees, agents and representatives (iiincluding any financial advisor, attorney or accountant retained by it) not to, directly or indirectly indirectly, engage in, enter into or participate in any negotiations concerning, or provide any confidential information or data to, or have any discussions or negotiations with with, any Person making an Acquisition Proposal, or such Person’s Representatives, with respect relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (A) complying with its disclosure obligations under federal or state law; (B) at any time prior, but not after the Company Meeting is convened, providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company Board receives from the Person so requesting such information an executed confidentiality agreement; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (D) recommending any definitive agreement resulting from such an unsolicited bona fide written Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the Company Board reasonably determines (after consultation with outside legal counsel) that such action is, in the absence of the foregoing proscriptions, required in order for its directors to comply with their respective fiduciary duties under applicable law, (ii) in each such case referred to in clause (B), (C) or (D), such Acquisition Proposal includes sufficient information for the Company Board to reasonably conclude that (x) it is a Superior Proposal (as defined below), (y) the Person making the Acquisition Proposal has the financial and other resources and has the legal and regulatory ability to complete the proposed transaction, and (z) the Acquisition Proposal will not be subject to any contingency other than those contained in this Agreement, and (iii) provide any non-public information in each such case referred to in clause (C) or afford access (D) above, the Company Board reasonably determines (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to the properties be consummated, taking into account all legal, financial and regulatory aspects of the Company or its Subsidiariesproposal and the Person making the proposal and would, or take any other action to assist or knowingly encourage or knowingly facilitateif consummated, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) result in a manner that is intended to lead to an transaction in which the Company’s shareholders would receive greater consideration per share than the Merger (any such more favorable Acquisition Proposal or being referred to in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition this Agreement as a “Superior Proposal”). The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) agrees that it will immediately cease and cause to be terminated any solicitationexisting activities, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) parties conducted heretofore with respect to any inquiryAcquisition Proposals. The Company agrees that it will take the necessary steps to promptly inform the individuals referred to in the first sentence hereof of the obligations undertaken in this Section 6.07. The Company agrees that it will notify Parent promptly, proposal but in no event later than the second succeeding Business Day, if any such inquiries, proposals or offer pending on the date hereof that constitutesoffers are received by, any such information is requested from, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes discussions or negotiations are sought to be initiated or continued with, any of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3its representatives, indicating, in connection with such notice, the Company name of such Person and its Representatives may in any event (A) seek to clarify and understand the material terms and conditions of any inquiry proposal or proposal made by any Person that did not result from offer and thereafter shall keep Parent informed, on a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal regular basis, of the provisions status and terms of this Section 6.3any such proposals or offers and the status of any such discussions or negotiations.

Acquisition Proposals. (a) The Company shall not, nor shall cause it permit any of its Subsidiaries not subsidiaries to, and nor shall instruct it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its Representatives not subsidiaries to: , directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making submission of any submission Acquisition Proposal (as hereinafter defined) or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, furnish to any person any information with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiariesto, or take any other action to assist facilitate any inquiries or knowingly encourage or knowingly facilitate, the making of any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal if, and only to the extent that (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, determines in good faith that in order for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law it should take such action and (B) prior to taking such action, the Company (x) provides reasonable notice to Conseco to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form. Notwithstanding anything in this Agreement to the contrary, the Company shall (i) promptly advise Conseco orally and in writing of the (A) receipt by it (or any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could lead to any Acquisition Proposal, (yB) to the extent material terms and conditions of such Acquisition Proposal or inquiry, and (C) the identity of the person making any such Acquisition Proposal or inquiry, and (ii) keep Conseco fully informed of the status and details of any such Acquisition Proposal or inquiry. Notwithstanding the immediately preceding sentence, the Company has may delay providing any of the right information described in clause (i) (B), (i) (C) or (ii) of such sentence if, and for so long as, the Board of Directors of the Company, after consultation with outside counsel, determines and continues to do sobelieve in good faith that in order to comply with its fiduciary duties to stockholders under applicable law it should not provide such information. For purposes of this Agreement, shall request "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the return Company or destruction any subsidiary of the Company, or any purchase of all confidential information provided by or on behalf any significant portion of the assets of the Company or its Subsidiaries to any such Person within subsidiary of the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to Company, or any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, equity interest in the Company and its Representatives may in or any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal subsidiary of the provisions of this Section 6.3Company, other than the transactions contemplated hereby.

Acquisition Proposals. (a) The Company shall not, nor shall cause it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its Subsidiaries not to, and shall instruct its Representatives not to: directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making submission of any submission Acquisition Proposal (as defined) or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, furnish to any person any information with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiariesto, or take any other action to assist facilitate any inquiries or knowingly encourage the making of any proposal that constitutes, or knowingly facilitatemay reasonably be expected to lead to, any effort Acquisition Proposal; provided, however, that nothing contained in this Section 4.6 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (x) provides reasonable notice to Acquiror to the effect that it is taking such action and (y) receives from such person or entity an executed confidentiality agreement substantially similar to the Confidentiality Agreement, except that such confidentiality agreement need not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly advise Acquiror orally and in writing of the receipt by it (or by any Person (of the other than Parent, Purchaserentities or persons referred to above) after the date hereof of any Acquisition Proposal, or any designees of Parent or Purchaser) in a manner that is intended to inquiry which could lead to an any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or in connection with or in response to any inquiry, offer and the identity of the person or proposal that constitutes an entity making any such Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, Proposal or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal provided that the Company shall have no obligation to disclose the identity of such person or offer pending entity if such disclosure would violate the terms of any agreement outstanding on the date hereof that constituteswith such person or entity, or is intended to lead tothe Board of Directors, an after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, (y) to the extent consolidation, share exchange or similar transaction involving the Company has the right to do soor any Significant Subsidiary, shall request the return or destruction any purchase (including without limitation by way of any reinsurance transaction) of all confidential information provided by or on behalf any significant portion of the assets of the Company or its Subsidiaries to any such Person within Significant Subsidiary, or any other business combination (including without limitation the last eighteen (18acquisition of an equity interest therein) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, involving the Company and its Representatives may in or any event (A) seek to clarify and understand Significant Subsidiary, other than the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3transactions contemplated hereby.

Acquisition Proposals. (a) The Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. New York City time on the 40th day after the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Affiliates and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall not, shall cause its Subsidiaries not to, and shall instruct its Representatives not to: have the right to (i) directly or indirectly solicit, initiate, solicitpropose or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or knowingly facilitate assist, any proposal or offer that could constitute an Acquisition Proposal, including by providing any information (including by way of providing non-public information and data) relating to the Company or any of its Subsidiaries and affording access to the business, properties, assets, books, records or other information, or to any personnel, of the Company or any of its Subsidiaries to any Person (and its Representatives, including potential financing sources), pursuant to a confidentiality agreement on terms at least as restrictive in all material respects on such Person as those contained in the Confidentiality Agreement with respect to Callodine Group, LLC; provided, that no such confidentiality agreement shall be required to include “standstill” provisions (any agreement satisfying such criteria being an “Acceptable Confidentiality Agreement”); provided, further, that the Company shall provide to Parent any material non-public information or data that is provided by the Company to any Person or its Representatives (including its potential financing sources) given such access that was not previously made available to Parent prior to (or substantially concurrent with) the time it is provided to such Person or Representative, and (ii) engage in, enter into, continue or otherwise participate in, any discussions or negotiations with any Persons (and their respective Representatives, including potential financing sources) with respect to any Acquisition Proposals (or inquiries, proposals or offers, offers or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended other efforts that would reasonably be expected to lead to an Acquisition Proposal, (ii) directly and cooperate with or indirectly engage in, enter into assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations with or any Person making an effort or attempt to make any Acquisition ProposalProposals, including granting a waiver, amendment or such Person’s Representatives, with respect to an Acquisition Proposal, release under any pre-existing standstill or (iii) provide any non-public information or afford access similar provision to the properties of extent necessary to allow for a confidential Acquisition Proposal or amendment to a confidential Acquisition Proposal to be made to the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3Board.

Acquisition Proposals. (a) The Company From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, CMYF shall not, and shall cause not authorize or permit any of its Subsidiaries not officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by CMYF to, and shall instruct its Representatives not to: directly or indirectly, (i) directly or indirectly solicit, initiate, solicitinduce or encourage, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) take any other action to facilitate, any inquiries, proposals or offers, offers discussions or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, that constitutes or is intended could reasonably be expected to lead to an Acquisition Proposal, (ii) directly furnish any confidential or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or data regarding CMYF or afford access to the properties of the Company any such information or its Subsidiaries, or take any other action data to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer an Acquisition Proposal or proposal an inquiry or indication of interest that constitutes would reasonably be expected to lead to an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (xiii) immediately cease continue or otherwise participate in any solicitation, discussionsdiscussions or negotiations, or negotiations otherwise communicate in any way with any Person (other than ParentPurchaser and Purchaser Bank), Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, regarding an Acquisition Proposal, (yiv) approve, endorse or recommend any Acquisition Proposal, (v) release any Person from, waive any provisions of, or fail to use its reasonable best efforts to enforce any confidentiality agreement or standstill agreement to which CMYF is a party or (vi) enter into or consummate any agreement, agreement in principle, letter of intent, arrangement or understanding contemplating any Acquisition Proposal or requiring CMYF to abandon, terminate or fail to consummate the extent transactions contemplated hereby. Without limiting the Company has the right to do soforegoing, shall request the return or destruction of all confidential information provided by or on behalf it is understood that any violation of the Company or its Subsidiaries to any such Person within restrictions set forth in the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made preceding sentence by any Person that did not result from officer, director or employee of CMYF or any investment banker, financial advisor, attorney, accountant or other representative retained by CMYF shall be deemed to be a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3.5.1

Acquisition Proposals. (a) The During the period beginning on the date of this Agreement and continuing until 12:01 a.m. (New York City time) on the 31st day following the date of this Agreement (the “No-Shop Period Start Date”), the Company shall not, shall cause and its Subsidiaries not toand their respective officers, and directors, employees, investment bankers, attorneys, accountants, consultants or other agents, advisors or representatives (such Persons, together with the Subsidiaries of the Company, collectively, the “Representatives”) shall instruct its Representatives not tohave the right to directly or indirectly: (i) directly or indirectly initiate, solicit, or knowingly facilitate and encourage or knowingly facilitate (Acquisition Proposals, including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended access to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information to any other Person (or afford access Persons) pursuant to a confidentiality and standstill agreement between any such Person and the Company on terms no less restrictive with respect to such Person than those contained in the Confidentiality Agreement (it being understood that such confidentiality and standstill agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such Person or otherwise having the effect of prohibiting the Company from satisfying its obligations under this Agreement in full or in part); provided that the Company (A) gives written notice to the properties Purchaser of its intent to enter into a confidentiality and standstill agreement with any such Person, which notice shall include the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees identity of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives tosuch Person, (xB) immediately cease any solicitation, discussions, or negotiations shall comply with any Person (other than Parent, Purchaser, or any designees of Parent or PurchaserSection 5.5(d) with respect to any inquiry, proposal or offer pending on Acquisition Proposal received by the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, Company and (yC) shall promptly make available to the extent the Company has the right to do so, shall request the return or destruction of all confidential Purchaser and Merger Sub any material non-public information provided by or on behalf of concerning the Company or its Subsidiaries that is made available to any Person given such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal access which was not previously made available to Purchaser and Merger Sub; and (zii) terminate access enter into and maintain or continue discussions or negotiations with respect to Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any physical inquiries, proposals, discussions or electronic data rooms relating to a possible negotiations regarding an Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3.

Acquisition Proposals. (a) The Company shall not, nor shall cause it authorize or permit any of its Subsidiaries not Representatives to, and shall instruct its Representatives not to: directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making submission of any submission Acquisition Proposal (as hereinafter defined) or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, with respect furnish to an Acquisition Proposal, or (iii) provide any person any non-public information or afford access to the properties of the Company or its Subsidiarieswith respect to, or take any other action to assist facilitate any inquiries or knowingly encourage the making of any proposal that constitutes, or knowingly facilitatemay reasonably be expected to lead to, any effort by any Person Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Board of Directors of the Company (other than Parentor, Purchaserif applicable, the duly appointed Special Committee thereof) from: (i) furnishing information to, or entering into discussions or negotiations with, any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or person in connection with or in response to any inquiry, offer or proposal that constitutes an unsolicited bona fide Acquisition Proposal. The Company shallProposal by such person if, and shall cause to the extent that, the Board of Directors of the Company (or the Special Committee), after consultation with independent legal counsel (who may be the Company's regularly engaged independent counsel), determines in good faith that such action is required for the Board of Directors of the Company to comply with its Subsidiaries tofiduciary obligations to stockholders under applicable law; (ii) withdrawing or modifying its recommendation referred to in Section 3.1(l) following receipt of a bona fide unsolicited Acquisition Proposal if the Board of Directors of the Company (or the Special Committee), after consultation with independent legal counsel (who may be the Company's regularly engaged independent counsel), determines in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law; or (iii) making to the Company's stockholders any recommendation and shall instruct its Representatives torelated filing with the SEC as required by Rule 14e-2 and 14d-9 under the Exchange Act, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutestender offer, or is intended to lead totaking any other legally required action (including, without limitation, the making of public disclosures as may be necessary or advisable under applicable securities laws); and provided further, however, that, in the event of an Acquisition Proposalexercise of the Company's or its Board of Director's (or the Special Committee's) rights under clause (i), (yii) or (iii) above, notwithstanding anything contained in this Agreement to the extent the Company has the right to do socontrary, such failure shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating not constitute a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely Agreement by the Company. The Company shall provide immediate written notice to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal Parent of the provisions receipt of this Section 6.3.any such Acquisition I-16

Acquisition Proposals. (a) The Company shall not, nor shall cause it authorize or permit any of its Subsidiaries not or Representatives to, and shall instruct its Representatives not to: (i) directly or indirectly initiateindirectly, (a) solicit, initiate or knowingly encourage the submission of any Acquisition Proposal or knowingly facilitate (including by way of providing non-public informationb) participate in or encourage any inquiries, proposals discussion or offersnegotiations regarding, or the making of furnish to any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide person any non-public information or afford access to the properties of the Company or its Subsidiarieswith respect to, or take any other action to assist knowingly facilitate any inquiries with respect to, or knowingly encourage or knowingly facilitatethe making of, any effort by any Person (other than Parent, Purchaserproposal that constitutes, or any designees of Parent or Purchaser) in a manner that is intended may reasonably be expected to lead to to, any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal prior to the approval of this Agreement by the Company Shareholders if, and to the extent that, (A) the Board of Directors of the Company, after taking into consideration advice of independent outside legal counsel, determines in good faith that such action is required for the Board of Directors of the Company to comply with its fiduciary obligations to the Company Shareholders under applicable Georgia law, (B) prior to taking such action, the Company receives from such person or entity an executed agreement in connection with reasonably customary form relating to the confidentiality of information to be provided to such person or entity and (C) the Board of Directors of the Company concludes in response to any inquirygood faith (after receiving the advice of an independent financial advisor), offer or proposal that constitutes an the Acquisition Proposal is a Superior Proposal. The Company shall, shall provide immediate oral and shall cause its Subsidiaries to, and shall instruct its Representatives to, written notice to Parent of (xa) immediately cease the receipt of any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, such Acquisition Proposal or any designees of Parent or Purchaser) with respect inquiry which could reasonably be expected to lead to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (yb) the material terms and conditions of such Acquisition Proposal or inquiry, (c) the identity of such person or entity making any such Acquisition Proposal or inquiry and (d) the Company's intention to furnish information to, or enter into discussions or negotiations with, such person or entity. The Company shall continue to keep Parent informed of the extent status and details of any such Acquisition Proposal or inquiry. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange, tender offer or similar transaction involving the Company has the right to do soor any Subsidiary, shall request the return or destruction any purchase or other acquisition of all confidential information provided by or on behalf any portion of the assets of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to Subsidiary or any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, equity interest in the Company and its Representatives may (other than in any event (A) seek to clarify and understand the terms and conditions ordinary course of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3business consistent with past practice).

Acquisition Proposals. (a) The Company agrees that it shall not, shall cause its Subsidiaries not to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries and its and its Subsidiaries' officers, directors, agents, advisors and affiliates not to, solicit or encourage inquiries or proposals with respect to, or engage in any negotiations concerning, or provide any confidential information to, or have any discussions with, any person relating to, any tender or exchange offer, proposal for a merger, consolidation or other business combination involving the Company or any of its Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets or operations of, the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing, an "Acquisition Proposal"); provided, that, if the Company is not otherwise in violation of this Section 6.05, the Company Board may provide information to, and shall instruct its Representatives tomay engage in such negotiations or discussions with, a person, directly or through representatives, if (x1) the Company Board, after having consulted with and considered the written advice of outside counsel to such Board, has determined in good faith that the provision of such information or the engaging in such negotiations or discussions is required in order to discharge properly the directors' fiduciary duties in accordance with the DGCL and (2) the Company has received from such person a confidentiality agreement on substantially the same terms as entered into by the Acquiror. The Company also agrees immediately to cease and cause to be terminated any solicitationactivities, discussions, discussions or negotiations conducted prior to the date of this Agreement with any Person (parties other than Parentthe Acquiror, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the foregoing. The Company or its Subsidiaries to shall promptly advise the Acquiror on a current basis following the receipt by it of any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and the substance thereof (z) terminate access to any physical or electronic data rooms relating to a possible including the identity of the person making such Acquisition Proposal. Subject to ), and advise the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions Acquiror of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely developments with respect to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of promptly upon the provisions of this Section 6.3occurrence thereof.

Acquisition Proposals. (a) The Company CSB shall not, and shall cause not permit its officers, directors and employees and any investment banker, attorney, accountant, or other agent retained by it or its Subsidiaries not ("Representatives") to, and shall instruct its Representatives not to: (i) initiate, encourage or solicit, directly or indirectly initiateindirectly, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to (an "Acquisition Proposal, (ii") directly to acquire all or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties significant part of the Company business and properties or capital stock of CSB or its Subsidiaries, whether by merger, consolidation or take any other action to assist business combination, purchase of securities or knowingly encourage assets, tender offer or knowingly facilitateexchange offer or otherwise, or initiate, directly or indirectly, any contact with any person in an effort by to or with a view towards soliciting any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shallExcept to the extent necessary to comply with the fiduciary duties of CSB's Board of Directors as advised in writing by counsel, CSB shall not, and shall cause its Subsidiaries to, and shall instruct not permit its Representatives to, (x) participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, an Acquisition Proposal or (y) enter into any agreements to effect an Acquisition Proposal. In the event CSB receives an Acquisition Proposal or such discussions are sought to be initiated or continued with CSB, CSB shall promptly inform First Charter as to the material terms thereof. CSB shall immediately cease and cause to be terminated any solicitationexisting activities, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) Persons heretofore conducted with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) and shall direct and use its best efforts to the extent the Company has the right cause all of its Representatives not to do so, shall request the return or destruction of all confidential information provided by or on behalf engage in any of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3foregoing.

Acquisition Proposals. (a) The Company WBI agrees that it shall not, shall cause its Subsidiaries not to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries and its and its Subsidiaries' officers, directors, agents, advisors and affiliates not to, and shall instruct its Representatives solicit or encourage inquiries or proposals with respect to, (x) or engage in any negotiations concerning, or provide any confidential information to, or have any discussions with, any person relating to, any Acquisition Proposal. It shall immediately cease and cause to be terminated any solicitationactivities, discussions, discussions or negotiations conducted prior to the date of this Agreement with any Person (parties other than Parent, Purchaser, or any designees of Parent or Purchaser) SFG with respect to any inquiry, proposal of the foregoing and shall use its reasonable best efforts to enforce any confidentiality or offer pending on the date hereof that constitutes, or is intended similar agreement relating to lead to, an Acquisition Proposal, . WBI shall promptly (ywithin 24 hours) to advise SFG following the extent the Company has the right to do so, shall request the return or destruction receipt by WBI of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and the substance thereof (z) terminate access to any physical or electronic data rooms relating to a possible including the identity of the person making such Acquisition Proposal. Subject to the other provisions of this Section 6.3), the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions advise SFG of any inquiry or proposal made by any Person that did not result from a material breach developments with respect to such Acquisition Proposal immediately upon the occurrence thereof. Notwithstanding the foregoing, but only after the receipt of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an during the period prior to the WBI Meeting, WBI may provide information at the request of or enter into negotiations with the party presenting the Acquisition Proposal with respect thereto, if the WBI Board determines in good faith, after consultation with and based upon the advice of independent legal counsel, that the failure to do so would result in a breach of the provisions fiduciary duties of this Section 6.3the WBI Board to the WBI stockholders under applicable law.

Acquisition Proposals. (a) The Company ACP agrees that its officers or directors shall not, and that it shall direct and use its reasonable best efforts to cause its Subsidiaries employees, agents and representatives not to, and shall instruct its Representatives not to: (i) directly or indirectly indirectly, initiate, solicit, or knowingly encourage or knowingly otherwise facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer thatwith respect to a merger, in each casereorganization, constitutes share exchange, consolidation or is intended similar transaction involving, or any purchase of all or substantially all of the assets of ACP or more than 10% of the outstanding equity securities, of ACP (any such proposal or offer being hereinafter referred to lead to as an "Acquisition Proposal"). ACP further agrees that neither ACP nor any of its officers and directors shall, (ii) and that it shall direct and use its reasonable best efforts to cause its employees, agents and representatives not to, directly or indirectly indirectly, engage in, enter into or participate in any negotiations concerning, or provide any confidential information or data to, or have any discussions or negotiations with with, any Person making an Acquisition Proposal, or such Person’s Representatives, with respect relating to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent ACP or ACP Board from (A) complying with its disclosure obligations under federal or state law; (B) providing information in response to a request therefore by a Person who has made an unsolicited bona fide written Acquisition Proposal if ACP Board receives from the Person so requesting such information an executed confidentiality agreement; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (other than Parent, Purchaser, or any designees of Parent or PurchaserD) in a manner that is intended to lead to recommending such an Acquisition Proposal to the shareholders of ACP, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, ACP Board determines in connection good faith (after consultation with or outside legal counsel) that such action would, in response the absence of the foregoing proscriptions, be legally required in order for its directors to any inquirycomply with their respective fiduciary duties under applicable law and (ii) in the case referred to in clause (D) above, offer or proposal ACP Board determines in good faith (after consultation with its financial advisor) that constitutes an such Acquisition Proposal. The Company shall, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and shall cause its Subsidiaries toregulatory aspects of the proposal and the Person making the proposal and would, and shall instruct its Representatives toif consummated, (x) result in a transaction more favorable to ACP's shareholders from a financial point of view than the Merger, ACP agrees that it will immediately cease and cause to be terminated any solicitationexisting activities, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) parties conducted heretofore with respect to any inquiryAcquisition Proposals. ACP agrees that it will notify Planet immediately if any such inquiries, proposal proposals or offer pending on the date hereof that constitutesoffers are received by, any such information is requested from, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes discussions or negotiations are sought to be initiated or continued with, any of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3representatives.

Acquisition Proposals. (a) The Company shall will not, shall and will cause each of the Company Subsidiaries, the Company’s directors, officers and regional chief executive officers and Lazard not to, and will use its reasonable best efforts to cause each of the employees and other Representatives of the Company and the officers, directors, employees and Representatives of the Company Subsidiaries not to, and shall instruct its Representatives not to: directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, that constitutes or is intended could reasonably be expected to lead to an Acquisition Proposal, Alternative Transaction Proposal or (ii) directly enter into, continue or indirectly engage in, enter into or otherwise participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than with Parent, PurchaserMerger Sub or their respective directors, officers or employees or Representatives) or negotiations regarding, or furnish to any designees of Parent Person any information with respect to, or Purchaser) otherwise cooperate in a manner that is intended any way with, any Alternative Transaction Proposal. Notwithstanding the foregoing, at any time prior to lead to an Acquisition Proposal or in connection with or obtaining the Company Stockholder Approval (but not after), in response to any inquiryan unsolicited bona fide written Alternative Transaction Proposal, offer or proposal that constitutes an Acquisition Proposal. The the Company shallmay, subject to compliance with this Section 8.4, and shall cause its Subsidiaries to, and shall instruct its Representatives toafter giving Parent written notice of such action, (x) immediately cease any solicitationfurnish information with respect to the Company and the Company Subsidiaries to the Person making such unsolicited bona fide written Alternative Transaction Proposal pursuant to an executed confidentiality agreement containing terms that are no less favorable to the Company than those contained in the Confidentiality Agreement; provided that a copy of all such information not previously provided to Parent (or its Representatives) is provided as promptly as practicable to Parent, discussions, and (y) participate in discussions or negotiations with any the Person making such unsolicited bona fide written Alternative Transaction Proposal (other than Parent, Purchaser, or any designees of Parent or Purchaserand its advisors) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition regarding such unsolicited bona fide written Alternative Transaction Proposal, if and only to the extent that, (1) the Company has not breached this Section 8.4, (2) prior to taking any action described in clauses (x) or (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3above, the Company Board (and its Representatives may the Special Committee) determines in any event (A) seek good faith after consultation with outside legal counsel that taking such action is necessary to clarify and understand comply with the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal directors’ fiduciary duties under Applicable Law, and (B3) inform in each such case referred to in clauses (x) or (y) above, the Company Board (and the Special Committee) has determined in good faith and after consultation with its financial advisor and legal counsel that either (i) such Alternative Transaction Proposal constitutes a Person Superior Proposal or (ii) there is a reasonable likelihood that has made an Acquisition such Alternative Transaction Proposal of the provisions of this Section 6.3will result in a Superior Proposal.

Acquisition Proposals. (a) The Upon execution of this Agreement, the Company shall notwill immediately cease and cause to be terminated any existing activities, shall cause discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal (as defined below). Prior to the Effective Time, the Company agrees that neither it nor any of its Subsidiaries not will, nor will it or any of its Subsidiaries permit their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, participate in or knowingly encourage encourage, directly or knowingly facilitate (including by way of providing non-public information) indirectly, any inquiriesAcquisition Proposal or, proposals or offersexcept as set forth below, engage in any negotiations concerning, or the making of provide any submission confidential information or announcement of data to, or have any inquirydiscussions with, proposal or offer that, in each case, constitutes or is intended to lead any person relating to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into otherwise facilitate any effort or participate in any discussions attempt to make or negotiations with any Person making implement an Acquisition Proposal. Notwithstanding the foregoing, in the event the Company receives an unsolicited written proposal or such Person’s Representatives, unsolicited written offer (in either case subject to due diligence) with respect to an Acquisition Proposal, the Special Committee or (iii) provide any non-public information or afford access to the properties Board of Directors of the Company or its Subsidiaries, or take any other action shall be entitled to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) review and participate in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or negotiations concerning such proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all furnish confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, concerning the Company and its Representatives may in any event Subsidiaries to the offeror if it reasonably believes, after consultation with its counsel and its financial advisor, that there is a substantial risk that a failure to do so would violate its fiduciary duties to the shareholders of the Company; provided that (A) seek the Company shall have furnished, or concurrently with the provision of such information to clarify such offeror shall furnish, LLC with all such information provided to such offeror and understand (B) the offeror executes a confidentiality agreement with the Company. The Company shall notify the Special Committee and LLC immediately of any such unsolicited Acquisition Proposal, or any inquiry or contact with any person with respect thereto, and shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of any inquiry such proposal and, subject to the fiduciary duties of the Special Committee under applicable law, shall keep LLC promptly advised of all developments which could be reasonably expected to culminate in the Special Committee withdrawing, modifying or proposal made amending its recommendation of the Merger and the other transactions contemplated by any Person that did not result from a material breach this Agreement. In addition, in the event (i) the Company enters into negotiations with respect to an unsolicited Acquisition Proposal or (ii) the Company's Board of Directors (upon recommendation of the Special Committee) shall withdraw its approval of this Agreement and the transactions contemplated hereby or its recommendation to the shareholders of the Company to approve the same, then the Company shall immediately deliver an additional notice of such events to LLC. Nothing in this Section 6.3 solely 6.1 will (x) permit the Company to determine whether such inquiry or proposal constitutes terminate this Agreement except as provided in Section 8.1(f), (y) permit the Company to enter into any agreement to consummate an Acquisition Proposal and for as long as this Agreement remains in effect (B) inform a Person it being agreed that has made for as long as this Agreement remains in effect, the Company will not enter into any agreement with any person that provides for, or in any way facilitates, an Acquisition Proposal except as otherwise permitted herein), or (z) affect any other obligation of the provisions of Company under this Section 6.3Agreement.

Acquisition Proposals. (a) The Company shall not, nor shall cause it authorize or permit any of its Subsidiaries not Representatives to, and shall instruct its Representatives not to: directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making submission of any submission Acquisition Proposal (as hereinafter defined) or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, with respect furnish to an Acquisition Proposal, or (iii) provide any person any non-public information or afford access to the properties of the Company or its Subsidiarieswith respect to, or take any other action to assist facilitate any inquiries or knowingly encourage the making of any proposal that constitutes, or knowingly facilitatemay reasonably be expected to lead to, any effort by any Person Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Board of Directors of the Company (other than Parentor, Purchaserif applicable, the duly appointed Special Committee thereof) from: (i) furnishing information to, or entering into discussions or negotiations with, any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or person in connection with or in response to any inquiry, offer or proposal that constitutes an unsolicited bona fide Acquisition Proposal. The Company shallProposal by such person if, and shall cause to the extent that, the Board of Directors of the Company (or the Special Committee), after consultation with independent legal counsel (who may be the Company's regularly engaged independent counsel), determines in good faith that such action is required for the Board of Directors of the Company to comply with its Subsidiaries tofiduciary obligations to stockholders under applicable law; (ii) withdrawing or modifying its recommendation referred to in Section 3.1(l) following receipt of a bona fide unsolicited Acquisition Proposal if the Board of Directors of the Company (or the Special Committee), after consultation with independent legal counsel (who may be the Company's regularly engaged independent counsel), determines in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law; or (iii) making to the Company's stockholders any recommendation and shall instruct its Representatives torelated filing with the SEC as required by Rule 14e-2 and 14d-9 under the Exchange Act, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutestender offer, or is intended to lead totaking any other legally required action (including, without limitation, the making of public disclosures as may be necessary or advisable under applicable securities laws); and provided further, however, that, in the event of an Acquisition Proposalexercise of the Company's or its Board of Director's (or the Special Committee's) rights under clause (i), (yii) or (iii) above, notwithstanding anything contained in this Agreement to the extent contrary, such failure shall not constitute a breach of this Agreement by the Company. The Company has the right shall provide immediate written notice to do so, shall request the return or destruction of all confidential information provided by or on behalf Parent of the Company or its Subsidiaries to receipt of any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access of the Company's intention to furnish information to, or enter into discussions or negotiations with, such person or entity. For purposes of this Agreement, "Acquisition Proposal" means any physical or electronic data rooms relating proposal with respect to a possible Acquisition Proposal. Subject to merger, consolidation, share exchange, tender offer or similar transaction involving the Company, or any purchase or other provisions acquisition of this Section 6.3, the Company and its Representatives may in all or any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal significant portion of the provisions assets of this Section 6.3the Company, or any equity interest in the Company, other than the transactions contemplated hereby.

Acquisition Proposals. (a) The Company Northern agrees that it shall not, and that it shall direct and use its reasonable best efforts to cause its Subsidiaries directors, officers, employees, agents and representatives not to, and shall instruct its Representatives not to: (i) directly or indirectly indirectly, initiate, solicit, or knowingly encourage or knowingly otherwise facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer thatwith respect to a merger, in each casereorganization, constitutes share exchange, consolidation or is intended similar transaction involving Northern, or any purchase of all or substantially all of the assets of Northern or more than 10% of the outstanding equity securities of Northern (any such proposal or offer being hereinafter referred to lead to as an “Acquisition Proposal”). Northern further agrees that it shall not, (ii) and that it shall direct and use its reasonable best efforts to cause its directors, officers, employees, agents and representatives not to, directly or indirectly indirectly, engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalconcerning, or such Person’s Representativesprovide any confidential information or data to, with respect or have any discussions with, any person relating to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Northern or the Northern board of directors from (A) complying with its disclosure obligations under federal or state law; (B) providing information in response to a request therefore by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Northern board of directors receives from the Person so requesting such information an executed confidentiality agreement; (C) engaging in any Person negotiations or discussions with any person who has made an unsolicited bona fide written Acquisition Proposal or (other than Parent, Purchaser, or any designees of Parent or PurchaserD) in a manner that is intended voting to lead to recommend such an Acquisition Proposal to the stockholders of Northern, if and only to the extent that, in each such case referred to in clause (B), (C) or (D) above, (i) the Northern board of directors determines in connection good faith following consultation with or its outside legal counsel and financial advisors that such action would be required in response order for its directors to any inquiry, offer or proposal comply with their respective fiduciary duties under applicable law and (ii) the Northern board of directors determines in good faith following consultation with its outside legal counsel and financial advisors that constitutes an such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal and would, if consummated, result in a transaction more favorable to Northern’s stockholders from a financial point of view than the Merger. The Company shallAn Acquisition Proposal which is received and considered by the Northern board of directors in compliance with this Section 6.8 hereof, and shall cause its Subsidiaries to, upon board approval of the Acquisition Proposal and shall instruct its Representatives tomeeting the requirements set forth in clauses (A), (xB), (C) and (D) of the preceding sentence is herein referred to as a “Superior Proposal.” Northern agrees that it will immediately cease and cause to be terminated any solicitationexisting activities, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) parties conducted heretofore with respect to any Acquisition Proposals. Northern agrees that it will promptly notify (which notification shall not more than 24 hours after the earlier of actual knowledge or receipt of such inquiry, proposal proposal, offer or offer pending on the date hereof that constitutesrequest) First Place if any such inquiries, proposals or offers are received by, any such information is requested from, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes discussions or negotiations are sought to be initiated or continued with, Northern or any of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3representatives.

Acquisition Proposals. (a) The Company shall not, nor shall cause it authorize or permit any of its Subsidiaries not Representatives to, and shall instruct its Representatives not to: directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making submission of any submission Acquisition Proposal (as hereinafter defined) or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, with respect furnish to an Acquisition Proposal, or (iii) provide any person any non-public information or afford access to the properties of the Company or its Subsidiarieswith respect to, or take any other action to assist facilitate any inquiries or knowingly encourage or knowingly facilitate, the making of any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended may reasonably be expected to lead to, an any Acquisition Proposal; provided, (y) however, that the foregoing shall not prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person in connection with an unsolicited bona fide Acquisition Proposal by such person if, and to the extent that, the Company has Board of Directors of the right to do soCompany, shall request after consultation with independent legal counsel (which may include its regularly engaged independent legal counsel), determines in good faith that such action is required for the return or destruction Board of all confidential information provided by or on behalf Directors of the Company or to comply with its Subsidiaries fiduciary obligations to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access stockholders under applicable law. The Company shall provide prompt written notice to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject Parent to the other provisions of this Section 6.3effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, such written notice shall include the Company and its Representatives may in any event (A) seek to clarify and understand the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person making any inquiry such Acquisition Proposal or proposal made by any Person inquiry; provided that did the Company shall not result from a material breach be required to provide such notice of such terms or conditions or identity if the Company's Board of Directors, after consultation with independent legal counsel (which may include its regularly engaged independent legal counsel), determines in good faith that giving such notice would be inconsistent with its fiduciary obligations to stockholders under applicable law. For purposes of this Section 6.3 solely Agreement, "Acquisition Proposal" means any proposal with respect to determine whether such inquiry a merger, consolidation, share exchange or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal similar transaction involving the Company, or any purchase of all or any significant portion of the provisions assets of this Section 6.3the Company, or any equity interest in the Company, other than the transactions contemplated hereby.

Acquisition Proposals. (a) The From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its Subsidiaries, and its and its Subsidiaries’ officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries (collectively, the “Representatives”) not to, and shall instruct its Representatives not to: directly or indirectly, (i) directly or indirectly solicit, initiate, solicitinduce or knowingly encourage, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) take any other action to facilitate, any inquiries, proposals or offers, discussions or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, that constitutes or is intended could reasonably be expected to lead to an Acquisition Proposal, (ii) directly furnish any confidential or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or data regarding the Company or any of its Subsidiaries or afford access to the properties of the Company any such information or its Subsidiaries, or take any other action data to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer an Acquisition Proposal or proposal an inquiry or indication of interest that constitutes could reasonably be expected to lead to an Acquisition Proposal, (iii) continue or otherwise participate in any discussions or negotiations, or otherwise communicate in any way with any Person (other than Purchaser and its Subsidiaries), regarding an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal, (v) knowingly release any Person from, knowingly waive any provisions of, or fail to use its reasonable best efforts to enforce any confidentiality agreement or standstill agreement to which the Company is a party or (vi) enter into or consummate any agreement, agreement in principle, letter of intent, arrangement or understanding contemplating any Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby. The Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any Representative of the Company shallor any of its Subsidiaries shall be deemed to be a breach of this Section 5.1 by the Company. Notwithstanding the foregoing, before the adoption and approval of this Agreement by the Company’s shareholders at the Company Shareholder Meeting, this Section 5.1(a) shall not prohibit the Company from furnishing confidential or non-public information regarding the Company and its Subsidiaries to, or entering into discussions with, any Person in response to an Acquisition Proposal that is submitted to the Company or its Subsidiaries by such Person (and not withdrawn) if (1) the Company’s Board of Directors determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, the Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (2) the Company has not breached any of the covenants set forth in this Section 5.1, (3) the Company’s Board of Directors determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the directors’ fiduciary obligations to the Company’s shareholders under applicable law, and (4) before furnishing any non-public information to, or entering into discussions with, such Person, the Company gives Purchaser written notice of the identity of such Person and of the Company’s intention to furnish confidential or non-public information to, or enter into discussions with, such Person and the Company receives from such Person an executed confidentiality agreement on terms no more favorable to such Person than the Confidentiality Agreement is to Purchaser and the Company also provides Purchaser, prior to or substantially concurrently with the time such information is provided or made available to such Person, any non-public information furnished to such other Person that was not previously furnished to Purchaser. During the term of this Agreement, the Company shall not, and shall cause its Subsidiaries toand its and their Representatives not to on its behalf, and shall instruct its Representatives toenter into any binding acquisition agreement, (x) immediately cease any solicitation, discussionsmerger agreement, or negotiations with any Person other definitive transaction agreement (other than Parent, Purchaser, or any designees of Parent or Purchasera confidentiality agreement referred to and entered into in accordance with this Section 5.1(a)) with respect relating to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3.

Acquisition Proposals. (a) The Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. (New York time) on the 41st day after the date of this Agreement (the “No-Shop Period Start Date”), the Company and its subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) shall not, shall cause its Subsidiaries not to, and shall instruct its Representatives not to: have the right to (i) directly or indirectly initiate, solicit, or knowingly solicit and encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiry or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to that could constitute an Acquisition Proposal, including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its subsidiaries to any Person (and its Representatives, including potential financing sources) pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall provide to Parent and Merger Sub any material non-public information or data that is provided to any Person given such access that was not previously made available to Parent or Merger Sub prior to or substantially concurrent with the time it is provided to such Person, and (ii) directly or indirectly engage in, enter into into, continue or otherwise participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Persons (and their respective Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaserincluding potential financing sources) with respect to any inquiryAcquisition Proposals (or inquiries, proposal proposals or offer pending on the date hereof offers or other efforts that constitutes, or is intended could lead to lead to, an Acquisition Proposal) and cooperate with or assist or participate in or facilitate any such inquiries, (y) proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposals pursuant to an Acceptable Confidentiality Agreement, including granting a limited waiver, amendment or release under any pre-existing standstill or similar provision solely to the extent necessary to allow for a confidential Acquisition Proposal or amendment to a confidential Acquisition Proposal to be made to the Company has or the right Board of Directors of the Company (such limited waiver to do soinclude an express acknowledgement by the parties thereto that under no circumstances will such restricted Person(s) be permitted to acquire, shall request the return directly or destruction of all confidential information provided by or on behalf indirectly, any securities of the Company or any of its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject subsidiaries prior to the other provisions valid termination of this Agreement in accordance with Section 6.38.1 (other than in connection with any investment made on such restricted Person’s behalf by third-party investment managers with discretionary authority, or made by investment funds or other pooled investment vehicles in which such restricted Person has invested and that are managed by third parties or other similar investments managed by third parties or other distinct business units of such restricted Person). No later than two (2) Business Days after the No-Shop Period Start Date, the Company and its Representatives may in any event shall (A) seek to clarify and understand notify Parent in writing of the terms and conditions identity of any inquiry or proposal made by any each Person that did not result from whom the Company received a material breach written Acquisition Proposal after the execution of this Section 6.3 solely Agreement and prior to determine whether the No-Shop Period Start Date, which Acquisition Proposal has not been withdrawn and as to which the Board of Directors of the Company has determined in good faith (after consultation with its outside legal advisor and financial advisor) that such inquiry Acquisition Proposal constitutes or proposal constitutes an Acquisition would reasonably be expected to lead to a Superior Proposal and (B) inform provide to Parent (x) a Person that has made an copy of any Acquisition Proposal made in writing and any other written terms or proposals provided (including financing commitments) to the Company or any of its subsidiaries in connection with any Acquisition Proposal and any material modifications thereto and (y) a written summary of the provisions material terms of this Section 6.3any Acquisition Proposal not made in writing (including any material terms proposed orally or supplementally and any material modifications thereto).

Acquisition Proposals. (a) The Company Central shall not, and shall use its best efforts to cause its officers, directors and employees and any investment banker, attorney, accountant, or other agent retained by it or its Subsidiaries not to, and shall instruct its Representatives not to: to (i) initiate, encourage or solicit, directly or indirectly initiateindirectly, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to (an "Acquisition Proposal") to acquire all or any significant part of the business and properties or capital stock of Central or its Subsidiaries, whether by merger, purchase of securities or assets, tender offer or otherwise (an "Acquisition Transaction"), or initiate, directly or indirectly, any contact with any person in an effort to or with a view towards soliciting any Acquisition Proposal or (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations regarding, or furnish to any other person any information with any Person making respect to, an Acquisition Proposal. Notwithstanding the foregoing, Central may (i) furnish or such Person’s Representativescause to be furnished information subject to a confidentiality agreement in a form satisfactory to BankUnited, with respect (ii) in response to an Acquisition Proposal, or issue a communication to its security holders of the type contemplated by Rule 14d-9(e) under the Exchange Act, and (iii) provide any non-public participate in discussions and negotiations directly and through its representatives with persons who have sought the same if, in each instance the Central Board determines, based as to legal matters on the written advice of outside legal counsel, that the failure to furnish such information or afford access to negotiate with such entity or group or to take and disclose such position would be inconsistent with the properties proper exercise of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees fiduciary duties of Parent or Purchaser) in a manner that is intended to lead to the Central Board. In the event Central receives an Acquisition Proposal or in connection such discussions are sought to be initiated or continued with or in response to any inquiryCentral, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and it shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) promptly inform BankUnited as to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the material terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3thereof.

Acquisition Proposals. (a) The Company agrees that neither it nor any of its Subsidiaries nor any of the respective officers and directors of the Company or its Subsidiaries shall, and the Company shall not, shall direct and use its reasonable best efforts to cause its Subsidiaries and its subsidiaries' employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, and shall instruct its Representatives not to: (i) initiate, solicit or encourage, directly or indirectly initiateindirectly, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer that(including, in each casewithout limitation, constitutes any proposal or is intended offer to lead to an Acquisition Proposal, (iishareholders of the Company) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition ProposalProposal or, except to the extent that the Company Board determines after consultation with its counsel that to do otherwise is required for the discharge of its fiduciary duties, engage in any negotiations concerning, or (iii) provide any non-public confidential information or afford access to the properties of the Company or its Subsidiariesdata to, or take have any other action to assist or knowingly encourage or knowingly facilitatediscussions with, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead person relating to an Acquisition Proposal or in connection with otherwise facilitate any effort or in response attempt to any inquiry, offer make or proposal that constitutes implement an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease and cause to be terminated any solicitationactivities, discussions, discussions or negotiations conducted prior to the date of this Agreement with any Person (parties other than Parent, Purchaser, or any designees of Parent or Purchaser) Zions with respect to any inquiry, proposal of the foregoing and shall use its reasonable best efforts to enforce any confidentiality or offer pending on the date hereof that constitutes, or is intended similar agreement relating to lead to, an Acquisition Proposal, . The Company shall promptly (ywithin 24 hours) to advise Zions following the extent receipt by the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and the substance thereof (z) terminate access to any physical including without limitation the identity of the person or electronic data rooms relating to a possible persons making such Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company ) and its Representatives may in any event (A) seek to clarify and understand the terms and conditions advise Zions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely developments with respect to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of upon the provisions of this Section 6.3occurrence thereof.

Acquisition Proposals. (a) The Company Bay shall not, shall cause its Subsidiaries not to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries and the officers, directors, agents and advisors of Bay and its Subsidiaries not to, and shall instruct its Representatives initiate, solicit or encourage inquiries or proposals with respect to, or engage in any negotiations concerning, or provide any confidential information to, or have any discussions with, any person relating to, any Acquisition Proposal. Notwithstanding the foregoing, Bay shall be permitted to engage in any discussions or negotiations with, or provide any information to, any Person in response to a bona fide written Acquisition Proposal by any such Person, if and only to the extent that in each such case such proposal was not solicited in violation of this Agreement and (xA) immediately cease the Bay Meeting shall not have occurred or the Bay Meeting shall have occurred and the stockholders of Bay shall have failed to approve the matters required to be approved under Section 7.01; (B) the Bay Board determines in good faith that such Acquisition Proposal would, if consummated, constitute a Superior Proposal and is reasonably capable of being consummated; (C) the Bay Board determines, in good faith after consultation with outside counsel, that such action is legally advisable for it to act in a manner consistent with its fiduciary duties under applicable law; and (D) prior to providing any solicitation, discussions, information or data to any Person or entering into discussions or negotiations with any Person, Bay receives from such Person (other an executed confidentiality agreement containing terms no less restrictive with respect to such Person than Parentthe terms of the Confidentiality Agreement with respect to Nortel. Bay shall notify Nortel promptly, Purchaserbut in any event within 24 hours, of such inquiries, proposals, or offers received by, any such information requested from, or any designees such discussions or negotiations sought to be initiated or continued with, any of Parent or Purchaser) its representatives indicating, in connection with respect to any inquirysuch notice, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction name of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within and the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the material terms and conditions of any inquiry proposals or offers. For the purposes of this Agreement, "Superior Proposal" shall mean any bona fide proposal made by a third party to acquire, directly or indirectly, for consideration consisting of cash and/or securities, more than 50% of the Bay Common Stock then outstanding or more than 50% of the consolidated assets of Bay and otherwise on terms which the Bay Board determines in its good faith judgment (based on the advice of a financial advisor of nationally recognized reputation) to be more favorable to the stockholders of Bay than the transactions contemplated by this Agreement. Bay shall immediately cease and cause to be terminated any Person that did not result from a activities, discussions or negotiations conducted prior to the date of this Agreement with any parties other than Nortel with respect to any Acquisition Proposal. Bay shall endeavor to advise Nortel of any material breach developments with respect to any proposal as to which Bay is exercising its rights pursuant to the second sentence of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of 6.06 promptly upon the provisions of this Section 6.3occurrence thereof.

Acquisition Proposals. (a) The Company Crestar shall not, nor shall cause its Subsidiaries not it permit any Crestar Subsidiary to, and nor shall instruct its Representatives not it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative or agent of, Crestar or any Crestar Subsidiary to: , directly or indirectly, (i) directly or indirectly solicit, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making submission of any submission proposal relating to or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to involving an Acquisition Proposal, Transaction (as hereinafter defined) or (ii) directly enter into, encourage or indirectly engage in, enter into or participate in facilitate any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, furnish to any person any information with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiariesto, or take any other action to assist or knowingly encourage or knowingly facilitate, facilitate any effort by inquiries or the making of any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended may reasonably be expected to lead to, or constitute an effort to facilitate, any proposal relating to or involving an Acquisition ProposalTransaction; provided, (y) however, that nothing contained in this Section 5.1 shall prohibit the Board of Directors of Crestar from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, written bona fide proposal regarding an Acquisition Transaction if, and only to the extent that (A) the Company has Board of Directors of Crestar concludes in good faith, after consultation with and based upon the right advice of outside counsel, that it is required to do sofurnish such information or enter into such discussions or negotiations in order to comply with its fiduciary duties to shareholders under applicable law, (B) prior to taking such action, Crestar receives from such person or entity an executed confidentiality agreement and an executed standstill agreement, each in reasonably customary form (provided that such agreement is at least as limiting as any such agreement between SunTrust and Crestar), and (C) the Board of Directors of Crestar concludes in good faith that the proposal regarding the Acquisition Transaction contains an offer of consideration that is superior to the consideration set forth herein. Notwithstanding anything in this Agreement to the contrary, Crestar shall request (i) immediately advise SunTrust orally and in writing of (A) the return receipt by it (or destruction of all confidential information provided by or on behalf any of the Company other entities or its Subsidiaries persons referred to above) of any proposal regarding an Acquisition Transaction, or any inquiry which could reasonably be expected to lead to any such Person within proposal, (B) the last eighteen material terms and conditions of such proposal or inquiry (18) months for the purposes of evaluating a possible Acquisition Proposal whether written or oral), and (zC) terminate access the identity of the person making any such proposal or inquiry, (ii) keep SunTrust fully informed of the status and details of any such proposal or inquiry, and (iii) negotiate in good faith with SunTrust to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may make such adjustments in any event (A) seek to clarify and understand the terms and conditions of this Agreement as would enable Crestar to proceed with the transactions contemplated herein on such adjusted terms. Without limiting the foregoing, it is understood that any inquiry or proposal made violation of the restrictions set forth in the first sentence of this Section 5.1 by any Person that did not result from officer or director of Crestar or any Crestar Subsidiary or any investment banker, attorney or other advisor, representative or agent of Crestar or any Crestar Subsidiary, acting on behalf of or at the request of the Board of Directors of Crestar, shall be deemed to be a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3.5.1

Acquisition Proposals. (a) The Company shall notPromptly following the execution hereof, shall cause its Subsidiaries not to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries, or take any other action to assist or knowingly encourage or knowingly facilitate, any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause the Company Subsidiaries and its Subsidiaries toand their respective directors and officers, and shall instruct its use reasonable best efforts to cause their respective Representatives to, to (xi) immediately cease any solicitation, discussions, and cause to be terminated all existing discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaserand its Affiliates) conducted heretofore with respect to any inquiryAcquisition Proposal or any proposal, proposal inquiry or offer pending on the date hereof that constitutes, or is intended would reasonably be expected to lead to, to an Acquisition Proposal, and (yii) to the extent the Company has the right to do so, shall request the prompt return or destruction of all confidential information provided previously made available by it or on its behalf of the Company or its Subsidiaries to any such Person within (other than Parent and its Affiliates) who executed a Company NDA. The Company shall not terminate, waive, amend, release or modify any material provision of any confidentiality agreement to which the last eighteen Company, any Company Subsidiary or any of their respective controlled Affiliates is a party with any Person (18other than Parent and its Affiliates) months for the purposes of evaluating a possible with respect to any Acquisition Proposal and (z) terminate access or any proposal, inquiry or offer that would reasonably be expected to any physical or electronic data rooms relating lead to a possible an Acquisition Proposal. Subject , and shall use reasonable best efforts to enforce, to the other fullest extent permitted by applicable Law, the provisions of any such agreement, including seeking injunctions to prevent any breaches of any such agreement; provided, however, that, notwithstanding anything to the contrary in this Section 6.3Agreement, the Company and its Representatives may shall be entitled to waive any standstill provision included in any event (A) seek such confidentiality agreement or any standstill provision contained in any standstill agreement to clarify and understand which the terms and conditions Company, any Company Subsidiary or any of their respective controlled Affiliates is a party with respect to any Acquisition Proposal or any proposal, inquiry or proposal made by any Person offer that did not result from a material breach of this Section 6.3 solely is reasonably likely to determine whether such inquiry or proposal constitutes lead to an Acquisition Proposal and (B) inform if the Company Board determines that failure to waive such standstill would constitute a Person that has made an Acquisition Proposal breach of the provisions of this Section 6.3its fiduciary duties under applicable Law.

Acquisition Proposals. (a) The Except as otherwise expressly provided in this Section 6.6, the Company shall not, nor shall cause its it permit any of the Company Subsidiaries not to, and nor shall instruct its Representatives not it authorize or permit any Company Representative to: , (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making submission of any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (ii) enter into any Acquisition Agreement or other arrangement or understanding with respect to any Acquisition Proposal or (iii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposalregarding, or such Person’s Representatives, furnish to any person any information with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiariesto, or take any other action to assist knowingly facilitate any inquiries or knowingly encourage or knowingly facilitate, the making of any effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any inquiry, offer or proposal that constitutes an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended may reasonably be expected to lead to, an any Acquisition Proposal; provided, (y) however, that if prior to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf receipt of the Company or Stockholders' Approval, the Board of Directors of the Company determines in good faith (after consultation with outside legal counsel) that it is required to do so in order to comply with its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject fiduciary duties to the other provisions of this Section 6.3Company's stockholders under applicable law, the Company and its Representatives may may, in any event (A) seek response to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that an unsolicited Acquisition Proposal which did not result from a material breach of this Section 6.3 solely 6.6 and which the Company's Board of Directors determines in good faith, after consultation with outside legal counsel and the Company's financial advisor, reasonably may be expected to determine whether lead to a Superior Proposal, and provided that the person making such inquiry or proposal constitutes an Acquisition Proposal enters into a customary confidentiality agreement not less restrictive of such person than the Confidentiality Agreement, (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its representatives, and (By) inform a Person that has made an participate in discussions or negotiations with such person and its representatives regarding such Acquisition Proposal of the provisions of this Section 6.3Proposal.