Common use of No Shop Clause in Contracts

No Shop. Subject to the remainder of this Section 7.03, from the date of this Agreement until the Acceptance Time, the Company shall not, shall cause its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Acquisition Proposal; (ii) enter into, engage in or participate in any discussions or negotiations with, furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) (any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the Company.

No Shop. Subject to Until the remainder earlier of this Section 7.03, from the date Closing Date or ------- termination of this Agreement until the Acceptance Timepursuant to Article XII, the Company Parent shall not, and ----------- shall cause its Subsidiaries the Companies and each of Parent's subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize any of its or their respective directorsemployees, officers, employeesdirectors, affiliates, representatives and agents (including investment bankers, attorneys, accountants, consultants accountants and other agents, financial advisors or other representatives (collectively, “Representatives”consultants) not to, directly or indirectly(a) make, (i) solicit, initiate assist, initiate, or take in any action to knowingly way facilitate or encourage any inquiries, proposals, offers or bids from any Person or group (other than Buyer) (each, a "Third Party") ----------- relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the submission acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Proposal; Transaction"), (iib) enter intointo any ----------------------- understanding, engage arrangement, agreement or agreement in principle with any Third Party relating to any proposed or participate in any discussions or negotiations withcontemplated Acquisition Transaction, (c)(i) furnish any non-public information relating with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its Subsidiaries or afford access subsidiaries to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (ivii) grant cooperate with any waiver or release under any standstill or similar agreement Third Party with respect to any class proposed or contemplated Acquisition Transaction or (d) proceed or continue with any discussions or negotiations in respect of equity securities any of the Company or any foregoing which may be in progress as of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any Acquisition Proposal existing activities, discussion or negotiations with any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once parties conducted heretofore with respect to each any potential Acquisition Proposal Transaction, and shall notify Buyer by facsimile (including and confirm receipt by telephone) within one business day following receipt by or awareness of any amendment thereof) (any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of its Subsidiaries all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall not be a breach of this Section by the Companyassign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001.

No Shop. Subject to (a) During the remainder of this Section 7.03Pre-Closing Period, from the date of this Agreement until the Acceptance Time, the Company Merger Partner shall not, shall cause its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) to, directly or indirectly, and Xxxxxx Partner shall cause the other members of the Merger Partner Group and shall use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly (i) solicit, initiate initiate, knowingly encourage or take any action to knowingly facilitate the making, submission or encourage the submission announcement of any Acquisition Proposal; (ii) enter into, engage in or participate in any discussions or negotiations with, furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once Acquisition Inquiry with respect to each Merger Partner; (ii) furnish any information regarding any member of the Merger Partner Group to any Person in connection with or in response to any Acquisition Proposal or any Acquisition Inquiry with respect to Merger Partner; (including iii) engage in discussions or negotiations with any amendment thereofPerson relating to any Acquisition Proposal or any Acquisition Inquiry with respect to Merger Partner (other than to state that they are not currently permitted to have discussions); (iv) approve, endorse or recommend any Acquisition Proposal or any Acquisition Inquiry with respect to Merger Partner; or (v) enter into any letter of intent or similar Contract contemplating or relating to any Acquisition Transaction or any Acquisition Inquiry with respect to Merger Partner (excluding any Permitted Confidentiality Agreements). (b) During the Pre-Closing Period, Remainco shall not, directly or indirectly, and Remainco shall cause the other members of the foregoingRemainco Group and shall use reasonable best efforts to cause its and their respective Representatives not to, an “Adverse Recommendation Change”). It is agreed that directly or indirectly (i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any violation Acquisition Proposal or any Acquisition Inquiry with respect to Remainco, the members of the restrictions on Spinco Group or the Company set forth in this Section by Spinco Business; (ii) furnish any Representative information regarding any member of the Company Remainco Group to any Person in connection with or in response to any Acquisition Proposal or any Acquisition Inquiry with respect to Remainco, the members of its Subsidiaries who is also a Representative of Parent the Spinco Group or the Spinco Business; (iii) engage in discussions or negotiations with any Person relating to any Acquisition Proposal or any Acquisition Inquiry with respect to Remainco, the members of its Subsidiaries shall not be a breach of this Section by the Company.the

No Shop. Subject to During the remainder term of this Section 7.03Agreement, from the date each of this Agreement until the Acceptance TimeAHP and New AHP Parent agrees that neither it nor any of its subsidiaries shall, the Company shall not, and that each shall cause its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize any of its or their respective officers, directors, officers, employees, investment bankers, attorneys, accountants, consultants agents and other agents, advisors or other representatives (collectively, “RepresentativesRepresentative”) not to, directly or indirectly, (i) solicitsolicit or initiate any inquiries, initiate proposals or take offers with respect to, or the making or completion of, any action to knowingly facilitate or encourage the submission of any Acquisition Alternative Proposal; , (ii) enter intoknowingly encourage (including by providing information) or facilitate any inquiries, proposals or offers with respect to, or the making or completion of, any Alternative Proposal, (iii) engage in or participate in any discussions negotiations regarding, or negotiations with, furnish provide or cause to be provided any non-public information or data relating to the Company AHP or any of its Subsidiaries subsidiaries in connection with, or afford access to the businesshave any discussions with any person relating to, properties, assets, books an actual or records of the Company or any of its Subsidiaries toproposed Alternative Proposal, or otherwise knowingly cooperate in any way with, encourage or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking attempt to make or implement an Acquisition Alternative Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03approve, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve endorse or recommend, or propose publicly to adoptapprove, endorse, approve endorse or recommend, any Acquisition Proposal Alternative Proposal, (v) approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to any Alternative Proposal, or (Cvi) amend, terminate, waive or fail to enforce, or grant any consent under, any confidentiality, standstill or similar agreement of AHP with respect to an Alternative Proposal. Notwithstanding anything in the prior sentence to the contrary, if at any time following the date any of this Agreement and prior to the Acceptance Date, (i) AHP (or, after the Effective Date, New AHP Parent) has received a written Acquisition Proposal or any material modification thereto is first made publicfrom a third party that the AHP (or, fail to issue a press release reaffirming after the Company Recommendation within ten Business Days after a request by Parent to do soEffective Date, provided that such reaffirmation by the New AHP Parent) Board of Directors shall only believes in good faith to be required once bona fide, (ii) neither AHP nor New AHP Parent has breached any provision of this Section 8.2, (iii) the AHP (or, after the Effective Date, New AHP Parent) Board of Directors determines in good faith, after consultation with its financial advisors and outside counsel, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and (iv) after consultation with its outside counsel, the AHP (or, after the Effective Date, New AHP Parent) Board of Directors determines in good faith that such action is necessary to comply with its duties to its shareholders under applicable law, then AHP (or, after the Effective Date, New AHP Parent) may (A) furnish information with respect to each AHP to the person making such Acquisition Proposal and (including any amendment thereofB) participate in discussions or negotiations with the person making such Acquisition Proposal regarding such Acquisition Proposal; provided, that AHP and New AHP Parent (any of the foregoingx) shall not, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries and shall not be a breach of this Section by the Companyallow their respective subsidiaries or Representatives to, disclose any non-public information to such person without first entering into confidentiality agreement with such person on commercially reasonable terms and (y) shall promptly provide or make available to HCMLP any non-public information concerning AHP provided or made available to such other person which was not previously provided or made available to HCMLP.

No Shop. Subject to During the remainder Interim Period, none of this Section 7.03Tuatara or Merger Sub, from on the date of this Agreement until the Acceptance Timeone hand, or the Company shall notand its Subsidiaries, shall cause its Subsidiaries not toon the other hand, and shall not and shall cause its Subsidiaries not to will, nor will they authorize any of its or permit their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) Representatives to, directly or indirectly, indirectly (ia) take any action to solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Acquisition Proposal; (ii) enter into, engage in or participate in any discussions or negotiations with, furnish or enter into any non-public information relating binding agreement with any Person concerning, or which would reasonably be expected to lead to, an Acquisition Transaction, (b) in the case of Tuatara, fail to include the Tuatara Board Recommendation in (or remove from) the Registration Statement, or (c) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any intention or desire to withhold, withdraw, qualify, amend or modify), in a manner adverse to the other Party, the approval of such Party’s governing body of this Agreement and/or any of the transactions contemplated hereby, or, in the case of Tuatara, the Tuatara Board Recommendation, unless, in the case of clauses (b) and (c), following an Intervening Event, the Board of Directors of Tuatara concludes, in good faith and after consultation with outside legal advisors and capital markets advisors, that a failure to change the Tuatara Board Recommendation would breach its fiduciary duties (such determination with respect to clauses (b) and (c), a “Tuatara Change in Board Recommendation”); provided that, the Board of Directors of Tuatara (i) shall provide five (5) Business Days’ prior written notice of its intent to change its recommendation, (ii) if requested by the Company, shall negotiate in good faith regarding any adjustments to terms and conditions of this Agreement proposed by the Company as would enable Tuatara to proceed with its Tuatara Board Recommendation and not make such Tuatara Change in Board Recommendation and (iii) shall only make a Tuatara Change in Board Recommendation after taking into consideration such adjustments proposed by the Company prior to the end of the five (5)-Business A-58 TABLE OF CONTENTS Day period. Promptly upon receipt of an unsolicited proposal regarding an Acquisition Transaction, each of the Tuatara Parties and the Company shall notify the other party thereof, which notice shall include a written summary of the material terms of such unsolicited proposal. Notwithstanding the foregoing, the Parties may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that such Party has entered into a binding definitive agreement with respect to a business combination and is unable to provide any information related to such Party or any of its Subsidiaries or afford access entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction. For the purposes hereof, “Acquisition Transaction” means, with respect to the businessCompany, propertiesany merger, assetsconsolidation, books liquidation, recapitalization, share exchange or records other business combination transaction (other than the transactions contemplated hereby and sales of inventory in the Ordinary Course of Business) involving the sale, lease, exchange or other disposition of properties or assets or equity interests of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement and with respect to Tuatara, any class transaction (other than the transactions contemplated hereby) involving, directly or indirectly, any merger or consolidation with or acquisition of, purchase of assets or equity securities of, consolidation or similar business combination with or other transaction that would constitute a Business Combination with or involving Tuatara (or any Affiliate or Subsidiary of Tuatara) and any party other than the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) (any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the CompanyStockholders.

No Shop. Subject to the remainder of this Section 7.03, from From and after the date of this Agreement until the Acceptance TimeClosing, none of SHUSA, the Company shall not, shall cause its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize any of its or their respective directorsRepresentatives shall, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) they shall use their reasonable best efforts to cause their Affiliates not to, directly or indirectly, (i) solicitinitiate, initiate or take any action to knowingly facilitate solicit or encourage the submission of any inquiries, proposals or offers with respect to an Acquisition Proposal; Proposal (as defined below), (ii) enter intoengage in, engage in continue or otherwise participate in any discussions or negotiations withregarding, furnish or provide any non-public information to any person relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; or (iii) enter into into, approve or recommend, or propose to enter into, approve or recommend, any agreement in principle, Acquisition Proposal or any letter of intent, merger agreementmemorandum of understanding, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; . For purposes of this Agreement, the term “Acquisition Proposal” means (a) any proposal or (iv) grant any waiver or release under any standstill or similar agreement offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, rights offering, share exchange, business combination or similar transaction, involving the Company or any of the Company Subsidiaries and (b) any acquisition by any person resulting in, or proposal or offer, which, if consummated, would result in, any person becoming the beneficial owner, directly or indirectly, more than 10% of any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company RecommendationSubsidiaries, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) (any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation consolidated total assets of the restrictions on Company, in each case, other than the transactions contemplated by this Agreement. The Company set forth shall notify the Acquirer orally and in this Section writing promptly (but in no event later than two business days) after receipt by any Representative of the Company or any of its Subsidiaries who is also a Representative Representatives of Parent any proposal or offer from any person other than the Acquirer regarding an Acquisition Proposal or any of its Subsidiaries shall not be a breach of request for non-public information by any person other than the Acquirer contemplated by this Section by the CompanyAgreement in connection with an Acquisition Proposal.

No Shop. Subject to the remainder of this Section 7.03‎Section 6.04, from the date execution of this Agreement until receipt of the Acceptance TimeCompany Shareholder Approval, the Company shall not, shall cause its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize any and each of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants directors and officers and shall direct each of its or their financial advisors and shall use reasonable best efforts to cause each of its and their other agents, advisors or other representatives (collectively, “Representatives”) to, directly or indirectly, Representatives not to (i) solicit, initiate solicit or take any action to knowingly facilitate or encourage the submission of any Acquisition Proposal; , (ii) initiate, solicit, facilitate, participate in, or enter into, engage in or participate in into ​ ​ any discussions or negotiations with, furnish any non-public nonpublic information relating to the Company or any of its Subsidiaries or grant or afford access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition ProposalParty, in each case relating to an Acquisition Proposal or any inquiry, proposal or request that would reasonably be expected to lead to an Acquisition Proposal; , (iii) (A) permit or fail to make, withdraw, withhold, qualify or modify, or propose publicly to withdraw, withhold, qualify or modify the Company Recommendation (or recommend an Acquisition Proposal) (B) adopt, approve or recommend, or propose publicly to adopt, approve or recommend, or otherwise declare advisable, any Acquisition Proposal or proposal that would reasonably be expected to lead to an Acquisition Proposal, (C) fail to publicly recommend against any publicly disclosed Acquisition Proposal (other than a tender offer or exchange offer) within ten (10) Business Days after Parent so requests in writing, (D) fail to publicly recommend against any Acquisition Proposal structured as a tender offer or exchange offer within ten (10) Business Days after the commencement thereof or take any public position in connection with a tender or exchange offer other than a recommendation against such offer or a “stop, look and listen” communication by the Board of Directors, or (E) fail to include the recommendation of the Board of Directors in favor of approval and adoption of this Agreement and the Merger in the Proxy Statement (any action described in this clause (iii), an “Adverse Recommendation Change”), (iv) grant any waiver or amendment or release under any standstill or confidentiality agreement; provided that the foregoing clause (iv) shall not prohibit the Company or any of its Subsidiaries from amending, modifying or granting any waiver or release under any standstill, confidentiality or similar agreement of the Company or any of its Subsidiaries, in each case, solely to the extent the Board of Directors determines, in consultation with its outside legal counsel, that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties, (v) allow, authorize or cause the Company or any of its Subsidiaries to enter into any agreement in principle, letter of intent, merger agreementmemorandum of understanding, acquisition agreement or other definitive agreement contract providing for or relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made publicproposal or offer that would reasonably be expected to lead to an Acquisition Proposal other than an Acceptable Confidentiality Agreement (any such letter of intent, fail to issue a press release reaffirming memorandum of understanding, agreement or contract, an “Alternative Acquisition Agreement”) or announce the Company Recommendation within ten Business Days after a request by Parent intention to do soso or (vi) resolve, provided that such reaffirmation by the Board of Directors shall only be required once with respect or agree to each Acquisition Proposal (including any amendment thereof) (do any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the Company.

No Shop. Subject to the remainder of (a) Except as permitted by this Section 7.03, from the date of this Agreement until the Acceptance Time5.3, the Company shall not, shall cause its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize permit any of its Subsidiaries or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) any Representative of any of the Company Entities to, directly or indirectly, : (i) solicit, initiate initiate, induce or take any action to knowingly facilitate or encourage any Acquisition Proposal or Acquisition Inquiry, or the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any other comparable action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (ii) furnish or otherwise provide access to any non-public information regarding any of the Company Entities to any Person in connection with or in response to (or that would reasonably be expected to lead to) an Acquisition Proposal or Acquisition Inquiry; (iii) continue or engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend, or make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal; or (iiv) enter into, engage or propose to enter into, any letter of intent, agreement in principle, definitive agreement or participate any other agreement with respect to any Acquisition Proposal or Acquisition Inquiry (other than a Qualifying Confidentiality Agreement in accordance with Section 5.3(b)(i)); or (v) resolve or publicly propose to take any of the actions referred to in clause (i), (ii), (iii), (iv) or (v) of this sentence. Immediately following the execution and delivery of this Agreement, except as permitted by this Section 5.3, the Company shall, and shall ensure that each Representative of any of the Company Entities, (i) immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, furnish any non-public information Person relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or Acquisition Inquiry; (Cii) following the date request any Acquisition Proposal or any material modification thereto is first made publicPerson (other than Parent, fail to issue a press release reaffirming Merger Sub and their respective Representatives) that received confidential information concerning the Company Recommendation within ten Business Days after Entities in connection with potentially entering into a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once strategic transaction with respect to each Acquisition Proposal (including any amendment thereof) (any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth to promptly return or destroy all confidential information concerning the Company Entities; and (iii) terminate access by each such Person and its Representatives to any online or other data rooms containing any information in this Section by any Representative respect of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the CompanyEntities.

No Shop. Subject to During the remainder Interim Period, none of this Section 7.03Tuatara or Merger Sub, from on the date of this Agreement until the Acceptance Timeone hand, or the Company shall notand its Subsidiaries, shall cause its Subsidiaries not toon the other hand, and shall not and shall cause its Subsidiaries not to will, nor will they authorize any of its or permit their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) Representatives to, directly or indirectly, indirectly (ia) take any action to solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Acquisition Proposal; (ii) enter into, engage in or participate in any discussions or negotiations with, furnish or enter into any non-public information relating binding agreement with any Person concerning, or which would reasonably be expected to lead to, an Acquisition Transaction, (b) in the case of Tuatara, fail to include the Tuatara Board Recommendation in (or remove from) the Registration Statement, or (c) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any intention or desire to withhold, withdraw, qualify, amend or modify), in a manner adverse to the other Party, the approval of such Party’s governing body of this Agreement and/or any of the transactions contemplated hereby, or, in the case of Tuatara, the Tuatara Board Recommendation, unless, in the case of clauses (b) and (c), following an Intervening Event, the Board of Directors of Tuatara concludes, in good faith and after consultation with outside legal advisors and capital markets advisors, that a failure to change the Tuatara Board Recommendation would breach its fiduciary duties (such determination with respect to clauses (b) and (c), a “Tuatara Change in Board Recommendation”); provided that, the Board of Directors of Tuatara (i) shall provide five (5) Business Days’ prior written notice of its intent to change its recommendation, (ii) if requested by the Company, shall negotiate in good faith regarding any adjustments to terms and conditions of this Agreement proposed by the Company as would enable Tuatara to proceed with its Tuatara Board Recommendation and not make such Tuatara Change in Board Recommendation and (iii) shall only make a Tuatara Change in Board Recommendation after taking into consideration such adjustments proposed by the Company prior to the end of the five (5)-Business Day period. Promptly upon receipt of an unsolicited proposal regarding an Acquisition Transaction, each of the Tuatara Parties and the Company shall notify the other party thereof, which notice shall include a written summary of the material terms of such unsolicited proposal. Notwithstanding the foregoing, the Parties may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that such Party has entered into a binding definitive agreement with respect to a business combination and is unable to provide any information related to such Party or any of its Subsidiaries or afford access entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction. For the purposes hereof, “Acquisition Transaction” means, with respect to the businessCompany, propertiesany merger, assetsconsolidation, books liquidation, recapitalization, share exchange or records other business combination transaction (other than the transactions contemplated hereby and sales of inventory in the Ordinary Course of Business) involving the sale, lease, exchange or other disposition of properties or assets or equity interests of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement and with respect to Tuatara, any class transaction (other than the transactions contemplated hereby) involving, directly or indirectly, any merger or consolidation with or acquisition of, purchase of assets or equity securities of, consolidation or similar business combination with or other transaction that would constitute a Business Combination with or involving Tuatara (or any Affiliate or Subsidiary of Tuatara) and any party other than the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) (any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the CompanyStockholders.

No Shop. Subject to During the remainder of this Section 7.03Interim Period, from the date of this Agreement until the Acceptance Time, neither the Company shall not, shall cause nor its Subsidiaries not towill, and shall not and shall cause its Subsidiaries not to nor will they authorize any of its or permit their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Acquisition Proposal; (ii) enter into, engage in solicit, initiate, knowingly facilitate, knowingly encourage or participate in continue any discussions or negotiations with, furnish or knowingly encourage any non-public inquiries or proposals by, or participate in any negotiations with, or provide any information relating to to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any (w) sale of any assets of the Company or any of and its Subsidiaries or afford access to outside the businessOrdinary Course of Business, properties, assets, books or records (x) sale of any Equity Securities of the Company or any of its Subsidiaries to(other than the Permitted Financing), (y) listing of any of its Equity Securities on any listing exchange, or otherwise knowingly cooperate in (z) merger, joint venture, consolidation, liquidation, dissolution or similar transaction involving the Company or any way withof its Subsidiaries (each, an “Acquisition Transaction”), (ii) amend or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) (any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative Equity Securities of the Company or any of its Subsidiaries who is in connection with any proposal or offer that could reasonably be expected to lead to an Acquisition Transaction, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Transaction, (iv) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other arrangement relating to any Acquisition Transaction or any proposal or offer that could reasonably be expected to lead to an Acquisition Transaction, (v) commence, continue, permit or renew any due diligence investigation regarding any Acquisition Transaction, or (vi) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its controlled Affiliates or Representatives to take any such action. The Company shall, and shall cause its Subsidiaries to and shall direct its and their respective controlled Affiliates and Representatives acting on its behalf to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Acquisition Transaction (other than the Transactions). The Company also agrees that it will promptly request each special purpose acquisition corporation that has prior to the date hereof executed a Representative confidentiality agreement in connection with its consideration of Parent an Acquisition Transaction to return or destroy all confidential information furnished to such person by or on behalf of the Company prior to the date hereof. During the Interim Period, the Company shall notify BlueRiver promptly after receipt by the Company, its Subsidiaries or any of their respective securityholders or Representatives of any inquiry or proposal with respect to an Acquisition Transaction, any inquiry that would reasonably be expected to lead to an Acquisition Transaction or any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries by any third party, in each case, that is related to or that would reasonably be expected to lead to an Acquisition Transaction. In such notice, the Company shall not be identify the third party making any such inquiry, proposal, indication or request with respect to an Acquisition Transaction and provide the details of the material terms and conditions of any such inquiry, proposal, indication or request. The Company shall keep BlueRiver informed, on a breach reasonably current and prompt basis, of this Section by the Companystatus and material terms of any such inquiry, proposal, indication or request with respect to an Acquisition Transaction, including the material terms and conditions thereof any material amendments or proposed amendments.

No Shop. Subject to (a) During the remainder of this Section 7.03, period from the date of this Agreement until the Acceptance Timeearliest of (i) the termination of this Agreement and (ii) the Closing Date, the Company shall not, shall cause its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) toneither Parent nor Existing Sub shall, directly or indirectly, or authorize or permit any of their respective Affiliates or representatives to, (i) solicit, initiate initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to knowingly facilitate or encourage the submission of any Acquisition Proposal; (ii) enter into, engage in or participate in any discussions or negotiations with, furnish any non-public information relating lead to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, (ii) furnish any information regarding the Business, Existing Sub, the Contributed Asset or the Assumed Liabilities to any Person in each case relating connection with or in response to an Acquisition Proposal; , (iii) enter into engage in discussions or negotiations with any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement Person with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company RecommendationAcquisition Proposal, (Biv) adopt, endorse, approve or recommend, endorse or propose publicly to adopt, endorse, approve or recommend, recommend any Acquisition Proposal or (Cv) following the date enter into any letter of intent or similar document or any contract or agreement contemplating or otherwise relating to any Acquisition Proposal or any material modification thereto is first made publicTransaction, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do soprovided, provided however, that such reaffirmation by the (A) nothing contained in this Agreement shall prevent Parent's Board of Directors shall only be required once from disclosing to Parent's shareholders a position with respect to each a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act of 1934, as amended, and (B) prior to the adoption and approval of this Agreement, the Ancillary Documents and the transactions contemplated herein and therein by Parent's shareholders, Parent shall not be prohibited by this Section 7.5 from (x) providing nonpublic information regarding the Business, Existing Sub, the Contributed Assets and the Assumed Liabilities to any Person in response to an Acquisition Proposal that is submitted by such Person (including and not withdrawn), or (y) entering into discussions with any amendment thereofPerson in response to a Superior Offer that is submitted by such Person (and not withdrawn) if, in either such case: (1) neither Parent, Existing Sub nor any of their Affiliates or representatives shall have violated any of the restrictions set forth in Section 7.5(a), (2) Parent's Board of Directors believes in good faith, based upon the advice of its outside legal counsel, that such action is required in order for Parent's Board of Directors to comply with its fiduciary obligations under applicable law, and (3) prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives Buyers written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement reasonably satisfactory to Buyers. Without limiting the generality of the foregoing, an “Adverse Recommendation Change”). It is agreed Parent acknowledges and agrees that any violation of any of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the Company.the

No Shop. Subject to Except as otherwise expressly permitted by the remainder of this Section 7.035.1, from until the date earlier to occur of the valid termination of this Agreement until pursuant to Article 7 and the Acceptance Effective Time, the Company shall not, and the Company shall cause its Subsidiaries not to, and shall not its and shall cause its Subsidiaries not to authorize any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) Representatives not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly induce the making, submission or announcement of, or knowingly facilitate or encourage the submission of any inquiry or proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; , (ii) enter into, participate or engage in or participate in any discussions or negotiations with, furnish any non-public material nonpublic information relating to the Company or any of its Subsidiaries or knowingly afford access to the business, properties, assets, books or records records, or to any personnel, of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition ProposalParty, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement Proposal by such Third Party or other definitive agreement relating that would reasonably be expected to lead to an Acquisition Proposal; or , (iviii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw withhold (or qualify or modify in a manner adverse to the Parent or Merger Subthe Purchaser), or propose publicly announce its intention to qualifydo the same, withdraw or modify the Company Recommendation, or fail to include the Company Recommendation in the Company Proxy in accordance with Section 2.3, (B) adoptother than with respect to a tender offer or exchange offer, endorsewithin 5 Business Days of the Parent’s written request, approve fail to make or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) reaffirm the Company Recommendation following the date any Acquisition Proposal or any material modification thereto is first made publicpublished or broadly sent or given to the shareholders of the Company, (C) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (D) fail to issue recommend, in a press release reaffirming Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation D promulgated under the Company Recommendation 1934 Act within ten 10 Business Days after a request by Parent to do so, provided that the commencement (within the meaning of Rule 14d-2 under the 1934 Act) of such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) tender offer or exchange offer (any of the foregoingforegoing in clauses (A) through (D), an “Adverse Recommendation Change”)) or (iv) enter into any agreement in principle, letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, option agreement, share exchange agreement, joint venture agreement, other agreement or other similar instrument providing for, or that would reasonably be expected to lead to, an Acquisition Proposal. It is agreed that The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately and cause to be terminated any violation of and all existing activities, discussions or negotiations with any Third Party and its Representatives conducted prior to the restrictions on date hereof with respect to any Acquisition Proposal. Within four Business Days after the date hereof, the Company set forth shall (i) request in this Section writing that each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal or potential Acquisition Proposal promptly destroy or return to the Company all nonpublic information heretofore furnished by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent Representatives to such Person or any of its Subsidiaries shall not be Representatives in accordance with the terms of such confidentiality agreement and (ii) terminate access to any physical or electronic data rooms relating to a breach of this Section possible Acquisition Proposal by the Companysuch Person and its Representatives.

No Shop. Subject to the remainder (a) The Company and its Subsidiaries will not, and will ------- not permit or authorize any officer, director, agent, financial advisor, attorney, accountant or other representative of this Section 7.03, from the date of this Agreement until the Acceptance Time, the Company shall not, shall cause or its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of proposals or offers from any Person relating to, or that could reasonably be expected to lead to, an Acquisition Proposal; (ii) enter into, engage in Transaction or participate in any negotiations or discussions regarding, or negotiations with, furnish to any non-public other Person any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries with respect to, or otherwise knowingly cooperate in any way with, or knowingly assist, assist or participate in, facilitate or encourage facilitate, any effort by, or attempt by any Third Party that has made other Person to do or is seeking to make seek an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) Transaction or enter into any agreement in principle, letter of intent, merger agreementagreement in principle, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to an Acquisition Transaction (an "Acquisition Agreement") or any class --------------------- agreement in principle, acquisition agreement or other similar agreement requiring it to abandon, terminate or fail to consummate the Offer, the Merger or any other transaction contemplated by this Agreement or to consummate an Acquisition Transaction; provided, however, that, subject to compliance with -------- ------- Section 5.2(c), prior to the acceptance for payment of equity securities of Shares by Purchaser pursuant to the Offer, the Company or any may, in response to a bona fide unsolicited proposal with respect to an Acquisition Transaction that was made in circumstances not otherwise involving a breach of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither Agreement and that the Board of Directors nor any committee thereof shall (A) fail determines in its good faith judgment taking into account the advice of its financial advisor and outside counsel is or is reasonably likely to makelead to a Superior Proposal, qualifyfurnish information to such third party pursuant to a customary confidentiality agreement and negotiate, withdraw explore or modify otherwise engage in a manner adverse to Parent or Merger Subsubstantive discussions with such third party, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by in each case only if the Board of Directors shall only be required once determines, in its good faith judgment, taking into account the advice of outside legal counsel, that failing to take such action would breach the fiduciary duties of the Board of Directors to the Stockholders under applicable law. Nothing in this Agreement will prevent the Board of Directors from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with respect to each any Acquisition Proposal (including Transaction or from making any amendment thereof) (any required disclosure to the Company's Stockholders if, in the good faith judgment of the foregoingCompany's Board of Directors, an “Adverse Recommendation Change”). It is agreed taking into account the advice of outside counsel, that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not such disclosure would be a breach of this Section by the Companyrequired under applicable laws.

No Shop. Subject to the remainder of this Section 7.03, from the date of this Agreement until the Acceptance Time, the Company shall not, shall cause its Subsidiaries not to, and (a) The Seller shall not and shall cause not authorize or permit its Subsidiaries not to authorize any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate initiate, or knowingly take any action to knowingly facilitate or encourage the submission of any Acquisition Proposal; proposal or offer by any Person other than the Buyer regarding (i) the sale or license of all or any material assets of the Seller, (ii) enter intoany sale, merger, consolidation, liquidation, dissolution, public offering, recapitalization, issuance of securities or similar transaction involving the Seller, or (iii) the issuance or transfer of any equity of the Seller (an “Acquisition Proposal”) or the making of any proposal that could reasonably be expected to lead to any Acquisition Proposal, or, subject to Section 6.12(b): (i) conduct or engage in or participate in any discussions or negotiations with, furnish disclose any non-public information relating to the Company or any of its Subsidiaries or Seller to, afford access to the business, properties, assets, books books, or records of the Company or any of its Subsidiaries Seller to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party third party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iiiii) enter into any agreement in principle(A) except where the Seller Board makes a good faith determination, letter of intentafter consultation with its outside legal counsel, merger agreementthat the failure to do so would be inconsistent with its fiduciary duties, acquisition agreement amend or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company Seller, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of its Subsidiariesthe DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Acquisition Proposal (each, a “Seller Acquisition Agreement”). Except as expressly permitted by this Section 7.036.12, neither the Seller Board shall not effect a Seller Adverse Recommendation Change. The Seller shall cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of Directors nor its Representatives to continue, any committee thereof shall (A) fail to makeand all existing activities, qualify, withdraw or modify in a manner adverse to Parent or Merger Subdiscussions, or propose publicly negotiations, if any, with any third party conducted prior to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly date hereof with respect to adopt, endorse, approve or recommend, any Acquisition Proposal and shall use its reasonable best efforts to cause any such third party (or (Cits agents or advisors) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board in possession of Directors shall only be required once with non-public information in respect to each Acquisition Proposal (including any amendment thereof) (any of the foregoingSeller that was furnished by or on behalf of the Seller to return or destroy (and confirm destruction of) all such information. The Seller Board, an by resolutions duly adopted at a meeting of all directors of the Seller duly called and held and, not subsequently rescinded or modified in any way, has: (i) determined that this Agreement and the transactions contemplated hereby, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, the Seller and the Seller’s stockholders; (ii) approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by this Agreement, upon the terms and subject to the conditions set forth herein; (iii) directed that this Agreement be submitted to a vote of the Seller’s stockholders for approval at the Seller Stockholder Meeting; and (iv) resolved to recommend that the Seller stockholders vote in favor of approval of this Agreement in accordance with the DGCL (collectively, the “Adverse Recommendation ChangeSeller Board Recommendation”). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the Company.44

No Shop. Subject to Except as otherwise expressly permitted by the remainder of this Section 7.036.04, from until the date earlier to occur of the valid termination of this Agreement until pursuant to Article 10 and the Acceptance Effective Time, the Company shall not, shall cause its Subsidiaries not to, to and shall not and shall use reasonable best efforts to cause its Subsidiaries not to authorize any of its or and their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) Representatives not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly induce the making, submission or announcement of, or knowingly facilitate or encourage the submission of any inquiry or proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; , (ii) enter into, participate or engage in or participate in any discussions or negotiations with, furnish any non-public material nonpublic information relating to the Company or any of its Subsidiaries or knowingly afford access to the business, properties, assets, books or records records, or to any personnel, of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition ProposalParty, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement Proposal by such Third Party or other definitive agreement relating that would reasonably be expected to lead to an Acquisition Proposal; or , (iviii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw withhold (or qualify or modify in a manner adverse to Parent or Merger Sub), or propose publicly announce its intention to qualifydo the same, withdraw or modify the Company Recommendation, or fail to include the Company Recommendation in the Proxy Statement in accordance with Section 6.02, (B) adoptother than with respect to a tender offer or exchange offer, endorsewithin ten (10) Business Days of Parent’s written request, approve fail to make or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) reaffirm the Company Recommendation following the date any Acquisition Proposal or any material modification thereto is first made public, published or broadly sent or given to the stockholders of the Company (provided that Parent shall be entitled to make such a written request for reaffirmation only once for each Acquisition Proposal and for each material modification to such Acquisition Proposal) or (C) fail to issue recommend, in a press release reaffirming Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation D promulgated under the Company Recommendation 1934 Act within ten (10) Business Days after a request by Parent to do so, provided that the commencement (within the meaning of Rule 14d-2 under the 1934 Act) of such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) tender offer or exchange offer (any of the foregoingforegoing in clauses (A) through (C), an “Adverse Recommendation Change”)) or (iv) enter into any agreement in principle, letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, option agreement, share exchange agreement, joint venture agreement, other agreement or other similar instrument providing for, or that would reasonably be expected to lead to, an Acquisition Proposal. It is agreed that The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately and cause to be terminated any violation of and all existing activities, discussions or negotiations with any third party and its Representatives conducted prior to the restrictions on date hereof with respect to any Acquisition Proposal. Within four (4) Business Days after the date hereof, the Company set forth shall (i) request in this Section writing that each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal or potential Acquisition Proposal promptly destroy or return to the Company all nonpublic information heretofore furnished by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent Representatives to such person or any of its Subsidiaries shall not be Representatives in accordance with the terms of such confidentiality agreement and (ii) terminate access to any physical or electronic data rooms relating to a breach of this Section possible Acquisition Proposal by the Companysuch Person and its Representatives.

No Shop. Subject to the remainder of this Section 7.03, from From and after the date hereof and continuing until the Closing or the earlier termination of this Agreement until the Acceptance Timepursuant to Article VIII hereof, the Company shall hereby covenants and agrees that it will not, shall cause its Subsidiaries and will not toauthorize or permit any officer, and shall not and shall cause its Subsidiaries not to authorize director, employee or agent of the Company, any of its Subsidiaries or any of their respective directorsAffiliates to, officersor authorize or permit any investment banker, employeesattorney, investment bankers, attorneys, accountants, consultants and other agents, advisors accountant or other representatives (collectivelyrepresentative retained by the Company, “Representatives”) any of its Subsidiaries or any of their Affiliates to, directly or indirectly, without the written consent of Purchaser (i) solicitsolicit or discuss any possible merger, initiate sale, restructuring or take any action to knowingly facilitate refinancing or encourage the submission other disposition (involving assets, capital stock or otherwise) of any Acquisition Proposal; (ii) enter into, engage in or participate in any discussions or negotiations with, furnish any non-public information relating to the Company all or any of its Subsidiaries or afford access to the business, properties, assets, books or records material part of the Company or any of its Subsidiaries to(a "Company Sale"), with any party other than Purchaser or otherwise knowingly cooperate in any way with(ii) following receipt of an unsolicited Company Sale proposal (a "Proposal"), approve, endorse or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition recommend such a Proposal; provided that, if and to the extent that (iiiA) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Company's Board of Directors nor any committee thereof shall (A) fail to makeconcludes in good faith, qualifyafter consultation with the Company's legal counsel, withdraw or modify in that such a manner adverse to Parent or Merger SubProposal is, or propose publicly could reasonably be expected to qualifylead to, withdraw or modify the Company Recommendationa Superior Proposal (as hereinafter defined), (B) adoptthe Company's Board of Directors concludes in good faith, endorseafter consultation with the Company's legal counsel, approve that the failure to approve, endorse or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition recommend such a Proposal or would be inconsistent with the fiduciary duties of the Company's Board of Directors under applicable law and (C) following if Purchaser does not within three (3) business days after Purchaser's receipt of such notice (as provided for below) deliver in writing to the Company an improved Proposal that the Company's Board of Directors determines in good faith, after consultation with the Company's legal counsel, to be at least as valuable to the Company's stockholders as the competing Superior Proposal, then the Company may terminate this Agreement in accordance with Article VIII hereof and, upon such termination, may approve, endorse or recommend such Proposal, as applicable. Upon its receipt thereof, except to the extent prohibited by nondisclosure agreements in effect as of the date hereof, the Company shall promptly provide Purchaser with a copy of any Acquisition written Proposal or received by it, which statement shall include the identity of the parties making the Proposal and the terms thereof, and shall promptly advise Purchaser of any material modification thereto is first made public, fail to issue a press release reaffirming or proposed modification thereto. Nothing contained in this Agreement shall prohibit the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the or its Board of Directors shall only be required once from taking and disclosing to the Company's stockholders a position with respect to each Acquisition a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any disclosure required by applicable law. For purposes herein "Superior Proposal" shall mean a bona fide written Proposal which the Company's Board of Directors believes in good faith, after consultation with the Company's financial advisor and taking into account all factors deemed relevant by the Company's Board of Directors, including the likelihood that any transaction will be consummated, is more favorable to the Company's stockholders as compared to the transactions contemplated in this Agreement (including any amendment thereof) (any of the foregoing, an “Adverse Recommendation Change”alternative proposal offered by Purchaser in response thereto). It is agreed Purchaser agrees that any violation of the restrictions on nothing herein shall prohibit the Company from taking any reasonable and necessary action in order to satisfy the conditions set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the CompanySections 6.1(u) and 6.1(w).

No Shop. Subject to Except as otherwise expressly permitted by the remainder of this Section 7.03‎Section 6.04, from until the date earlier to occur of the valid termination of this Agreement until pursuant to ‎‎Article 10 and the Acceptance Effective Time, the Company shall not, shall cause its Subsidiaries not to, to and shall not and shall use reasonable best efforts to cause its Subsidiaries not to authorize any of its or and their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) Representatives not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly induce the making, submission or announcement of, or knowingly facilitate or encourage the submission of any inquiry or proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; , (ii) enter into, participate or engage in or participate in any discussions or negotiations with, furnish any non-public material nonpublic information relating to the Company or any of its Subsidiaries or knowingly afford access to the business, properties, assets, books or records records, or to any personnel, of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition ProposalParty, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement Proposal by such Third Party or other definitive agreement relating that would reasonably be expected to lead to an Acquisition Proposal; or , (iviii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw withhold (or qualify or modify in a manner adverse to Parent or Merger Sub), or propose publicly announce its intention to qualifydo the same, withdraw or modify the Company Recommendation, or fail to include the Company Recommendation in the Proxy Statement in accordance with ‎Section 6.02, (B) adoptother than with respect to a tender offer or exchange offer, endorsewithin 10 Business Days of Parent’s written request, approve fail to make or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) reaffirm the Company Recommendation following the date any Acquisition Proposal or any material modification thereto is first made public, published or broadly sent or given to the stockholders of the Company (provided that Parent shall be entitled to make such a written request for reaffirmation only once for each Acquisition Proposal and for each material modification to such Acquisition Proposal) or (C) fail to issue recommend, in a press release reaffirming Solicitation/‌ Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation D promulgated under the Company Recommendation 1934 Act within ten 10 Business Days after a request by Parent to do so, provided that the commencement (within the meaning of Rule 14d-2 under the 1934 Act) of such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) tender offer or exchange offer (any of the foregoingforegoing in clauses (A) through (C), an “Adverse Recommendation Change”)) or (iv) enter into any agreement in principle, letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, option agreement, share exchange agreement, joint venture agreement, other agreement or other similar instrument providing for, or that would reasonably be expected to lead to, an Acquisition Proposal. It is agreed that The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately and cause to be terminated any violation of and all existing activities, discussions or negotiations with any third party and its Representatives conducted prior to the restrictions on date hereof with respect to any Acquisition Proposal. Within four Business Days after the date hereof, the Company set forth shall (i) request in this Section writing that each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal or potential Acquisition Proposal promptly destroy or return to the Company all nonpublic information heretofore furnished by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent Representatives to such person or any of its Subsidiaries shall not be Representatives in accordance with the terms of such confidentiality agreement and (ii) terminate access to any physical or electronic data rooms relating to a breach of this Section possible Acquisition Proposal by the Companysuch Person and its Representatives.

No Shop. Subject to From the remainder of this Section 7.03, from the date execution of this Agreement until receipt of the Acceptance TimeCompany Stockholder Approval, the Company shall not, shall cause its Subsidiaries not to, and shall not and shall cause each of its Subsidiaries not to authorize use its reasonable best efforts to cause any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) to, directly or indirectly, Representatives not to (i) solicit, initiate solicit or take any action to solicit, knowingly facilitate or encourage the submission of any expression of interest, inquiry, proposal or offer that constitutes an Acquisition Proposal or the making of any expression of interest, inquiry proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; , (ii) enter into, engage in into or participate in any discussions or negotiations with, furnish any non-public material nonpublic information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party Party, in each case with respect to, relating to or in furtherance of an Acquisition Proposal or any expression of interest, inquiry, proposal or offer that has made or is seeking would reasonably be expected to make lead to an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) permit or make an Adverse Recommendation Change, (iv) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive commitment or agreement relating to in respect of any proposal or offer providing for an Acquisition Proposal; Proposal (other than a confidentiality agreement as provided in Section 6.04(b)(i)) or (ivv) amend, modify, redeem, terminate or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company Rights Plan; provided that the foregoing shall not prohibit the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03Subsidiaries from amending, neither the Board of Directors nor modifying or granting any committee thereof shall (A) fail to makewaiver or release under any standstill, qualify, withdraw confidentiality or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) (any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative similar agreement of the Company or any of its Subsidiaries who is also (but solely to the extent necessary to allow for a Representative confidential and nonpublic Acquisition Proposal to be made to the Company or the Board of Directors) or the Company Rights Plan, in each case if the Board of Directors determines in good faith, in consultation with its financial advisors and outside legal counsel, that the failure to do so would be reasonably likely to be inconsistent with the fiduciary duties of the Board of Directors, so long as the Company promptly (and in any event within 24 hours thereafter) notifies Parent thereof (including the identity of such counterparty) of such waiver or any of its Subsidiaries shall not be a breach of this Section by the Companyrelease.

No Shop. Subject to Except as otherwise expressly permitted by the remainder of this Section 7.036.04, from until the date earlier to occur of the valid termination of this Agreement until pursuant to Article 10 and the Acceptance Effective Time, the Company shall not, shall cause its Subsidiaries not to, to and shall not and shall use reasonable best efforts to cause its Subsidiaries not to authorize any of its or and their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) Representatives not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly induce the making, submission or announcement of, or knowingly facilitate or encourage the submission of any inquiry or proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; , (ii) enter into, participate or engage in or participate in any discussions or negotiations with, furnish any non-public material nonpublic information relating to the Company or any of its Subsidiaries or knowingly afford access to the business, properties, assets, books or records records, or to any personnel, of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition ProposalParty, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement Proposal by such Third Party or other definitive agreement relating that would reasonably be expected to lead to an Acquisition Proposal; or , (iviii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw withhold (or qualify or modify in a manner adverse to Parent or Merger Sub), or propose publicly announce its intention to qualifydo the same, withdraw or modify the Company Recommendation, or fail to include the Company Recommendation in the Proxy Statement in accordance with Section 6.02, (B) adoptother than with respect to a tender offer or exchange offer, endorsewithin 10 Business Days of Parent’s written request, approve fail to make or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) reaffirm the Company Recommendation following the date any Acquisition Proposal or any material modification thereto is first made public, published or broadly sent or given to the stockholders of the Company (provided that Parent shall be entitled to make such a written request for reaffirmation only once for each Acquisition Proposal and for each material modification to such Acquisition Proposal) or (C) fail to issue recommend, in a press release reaffirming Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation D promulgated under the Company Recommendation 1934 Act within ten 10 Business Days after a request by Parent to do so, provided that the commencement (within the meaning of Rule 14d-2 under the 1934 Act) of such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) tender offer or exchange offer (any of the foregoingforegoing in clauses (A) through (C), an “Adverse Recommendation Change”)) or (iv) enter into any agreement in principle, letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, option agreement, share exchange agreement, joint venture agreement, other agreement or other similar instrument providing for, or that would reasonably be expected to lead to, an Acquisition Proposal. It is agreed that The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately and cause to be terminated any violation of and all existing activities, discussions or negotiations with any third party and its Representatives conducted prior to the restrictions on date hereof with respect to any Acquisition Proposal. Within four Business Days after the date hereof, the Company set forth shall (i) request in this Section writing that each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal or potential Acquisition Proposal promptly destroy or return to the Company all nonpublic information heretofore furnished by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent Representatives to such person or any of its Subsidiaries shall not be Representatives in accordance with the terms of such confidentiality agreement and (ii) terminate access to any physical or electronic data rooms relating to a breach of this Section possible Acquisition Proposal by the Companysuch Person and its Representatives.

No Shop. Subject to Except as otherwise expressly permitted by the remainder of this Section 7.036.04, from until the date earlier to occur of the termination of this Agreement until pursuant to Article 11 and the Acceptance TimeClosing, the Company Summit shall not, shall cause its Subsidiaries not to, to and shall not instruct its and shall cause its Subsidiaries not to authorize any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) Representatives not to, directly or indirectly, (i1) solicit, initiate initiate, propose or take any action to knowingly facilitate or encourage the submission of any inquiry or proposal that constitutes, or would reasonably be expected to lead to, any Summit Acquisition Proposal; , (ii2) enter into, engage in into or knowingly participate in any discussions or negotiations with, furnish any non-public nonpublic information relating to the Company Summit or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company Summit or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition ProposalParty, in each case relating to an a Summit Acquisition ProposalProposal by such Third Party, (3)(A) withhold, withdraw, qualify or modify in a manner adverse to the Argos Parties (or publicly propose or resolve to withhold, withdraw, qualify or modify in a manner adverse to the Argos Parties), the Summit Board Recommendation, or fail to include the Summit Board Recommendation in the Proxy Statement in accordance with Section 6.03, (B) other than with respect to a tender offer or exchange offer, within 10 Business Days of Cementos’s written request, fail to make or reaffirm the Summit Board Recommendation following the date any Summit Acquisition Proposal or any material modification thereto is first published or broadly sent or given to the stockholders of Summit; provided that Cementos shall be entitled to make such a written request for reaffirmation only once for each Summit Acquisition Proposal and for each material modification to such Summit Acquisition proposal, or (iiiC) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Summit Acquisition Proposal that is a tender offer or exchange offer subject to Regulation D promulgated under the 1934 Act within 10 Business Days after the commencement (within the meaning of Rule 14d-2 under the 1934 Act) of such tender offer or exchange offer (any of the foregoing in clauses (A) through (C), a “Summit Adverse Recommendation Change”) or (4) enter into any agreement in principle, letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, option agreement, share exchange agreement, joint venture agreement, other agreement or other definitive agreement relating similar instrument providing for, or that would reasonably be expected to an lead to, a Summit Acquisition Proposal; provided that so long as the Summit Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under Applicable Law, the foregoing shall not prohibit Summit or (iv) grant any of its Subsidiaries from amending, modifying or granting any waiver or release under any standstill standstill, confidentiality or similar agreement with respect to any class of equity securities of the Company Summit or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) (any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the Company.

No Shop. Subject to Except as otherwise expressly permitted by the remainder of this Section 7.03‎Section 5.1, from until the date earlier to occur of the valid termination of this Agreement until pursuant to ‎Article 7 and the Acceptance Effective Time, the Company shall not, and the Company shall cause its Subsidiaries not to, and shall not its and shall cause its Subsidiaries not to authorize any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) Representatives not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly induce the making, submission or announcement of, or knowingly facilitate or encourage the submission of any inquiry or proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; , (ii) enter into, participate or engage in or participate in any discussions or negotiations with, furnish any non-public material nonpublic information relating to the Company or any of its Subsidiaries or knowingly afford access to the business, properties, assets, books or records records, or to any personnel, of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition ProposalParty, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement Proposal by such Third Party or other definitive agreement relating that would reasonably be expected to lead to an Acquisition Proposal; or , (iviii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw withhold (or qualify or modify in a manner adverse to the Parent or Merger Subthe Purchaser), or propose publicly announce its intention to qualifydo the same, withdraw or modify the Company Recommendation, or fail to include the Company Recommendation in the Company Proxy in accordance with ‎Section 2.3, (B) adoptother than with respect to a tender offer or exchange offer, endorsewithin 5 Business Days of the Parent’s written request, approve fail to make or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) reaffirm the Company Recommendation following the date any Acquisition Proposal or any material modification thereto is first made publicpublished or broadly sent or given to the shareholders of the Company, (C) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (D) fail to issue recommend, in a press release reaffirming Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation D promulgated under the Company Recommendation 1934 Act within ten 10 Business Days after a request by Parent to do so, provided that the commencement (within the meaning of Rule 14d-2 under the 1934 Act) of such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) tender offer or exchange offer (any of the foregoingforegoing in clauses (A) through (D), an “Adverse Recommendation Change”)) or (iv) enter into any agreement in principle, letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, option agreement, share exchange agreement, joint venture agreement, other agreement or other similar instrument providing for, or that would reasonably be expected to lead to, an Acquisition Proposal. It is agreed that The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately and cause to be terminated any violation of and all existing activities, discussions or negotiations with any Third Party and its Representatives conducted prior to the restrictions on date hereof with respect to any Acquisition Proposal. Within four Business Days after the date hereof, the Company set forth shall (i) request in this Section writing that each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal or potential Acquisition Proposal promptly destroy or return to the Company all nonpublic information heretofore furnished by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent Representatives to such Person or any of its Subsidiaries shall not be Representatives in accordance with the terms of such confidentiality agreement and (ii) terminate access to any physical or electronic data rooms relating to a breach of this Section possible Acquisition Proposal by the Companysuch Person and its Representatives.

No Shop. Subject to The Company hereby covenants and agrees that it shall not, and it shall cause each of its Subsidiaries and Affiliates (and direct their respective Representatives) not to, for the remainder of this Section 7.03, period from the date of this Agreement until through the Acceptance TimeClosing or the earlier termination of this Agreement in accordance with the terms and conditions of Article XI, the Company shall not, shall cause its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate (a) directly or encourage the submission of any Acquisition Proposal; (ii) enter intoindirectly encourage, solicit, initiate, facilitate, accept, engage in or participate enter into any Acquisition Proposal, (b) enter into any agreement with respect to any Acquisition Proposal, (c) publicly approve, endorse or recommend any Acquisition Proposal, or (d) directly or indirectly participate, engage or continue in any discussions or negotiations withregarding, furnish to any non-public Person any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries with respect to, or otherwise knowingly cooperate in take any way withother action to facilitate the making of, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating of the foregoing clauses (a) and (d), other than to an Acquisition Proposal; (iii) enter into reject or terminate any agreement in principlesuch discussions, letter negotiations or proposals. Without limiting the generality of intentthe foregoing, merger agreementthe Company shall immediately cease and cause to be terminated all existing discussions, acquisition agreement or conversations, negotiations and other definitive agreement relating to an Acquisition Proposal; or (iv) grant communications with any waiver or release under any standstill or similar agreement Person conducted heretofore with respect to any class of equity securities of Acquisition Proposal and eliminate access to any data room (virtual or otherwise) maintained by the Company to all Persons other than Buyer and its Representatives and the Company’s Representatives. The Company also agrees that it will promptly, but in no event later than five (5) Business Days after the date of this Agreement, request each Person (other than the Buyer) that has, prior to the date hereof, executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiariessubsidiaries prior to the date hereof. Except as expressly permitted by Any violation of this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) (any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in this Section 6.11 by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be deemed to be a breach of this Section 6.11 by the Company.

No Shop. Subject to During the remainder of this Section 7.03, period from the Effective Date though the date of the final Closing or the termination of this Agreement until the Acceptance Timein accordance with its terms, the Company Seller shall not, and Seller shall cause not permit any of its Subsidiaries not affiliates, directors, officers or employees to, and Seller shall not and shall use commercially reasonable efforts to cause its Subsidiaries not to authorize any of its other representatives or their respective agents (together with directors, officers, and employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “the "Seller Representatives”") not to, directly or indirectly, (i) solicitdiscuss, initiate encourage, negotiate, undertake, initiate, authorize, recommend, propose or take enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any action to knowingly facilitate transaction involving a merger, consolidation, business combination, recapitalization, purchase or encourage the submission disposition of any material amount of the assets of the Seller or any material amount of the capital stock or other ownership interests of Seller (other than in connection with this Agreement, the SPA and the Other Private Placements) (an "Acquisition Proposal; Transaction"), (ii) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, engage any transaction pursuant to which the Seller would sell or otherwise transfer any part of the Offered Assets (a "Bulk Sale"); (iii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction or participate in Bulk Sale, (iv) furnish or cause to be furnished, to any discussions or negotiations withPerson, furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to concerning the business, propertiesoperations, assets, books properties or records assets of the Company Seller in connection with an Acquisition Transaction or any of its Subsidiaries toBulk Sale, or (v) otherwise knowingly cooperate in any way with, or knowingly assist, assist or participate in, facilitate or encourage encourage, any effort by, or attempt by any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent Person to do so, provided that such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) (or seek any of the foregoing, an “Adverse Recommendation Change”). It is agreed that Seller shall notify Purchaser orally and in writing promptly (but in no event later than one (1) Business Day) after receipt by Seller or any violation of the restrictions on Seller Representatives of any proposal or offer from any Person other than Purchaser or an Affiliate of Purchaser to effect an Acquisition Transaction or Bulk Sale or any request for non-public information relating to Seller or for access to the Company set forth properties, books or records of Seller by any Person other than Purchaser or an Affiliate of Purchaser in connection with an Acquisition Transaction or Bulk Sale. For the avoidance of doubt, nothing in this Section by any Representative of the Company 3.7 shall prevent Seller or any of its Subsidiaries who is also a Representative of Parent or Seller's Affiliate banks from selling any of its Subsidiaries shall not be a breach of this Non-performing Asset after the final Closing undertaken pursuant to Sections 2.1 through 2.3 hereof, provided that Seller complies with Section by the Company2.9 hereof.

No Shop. Subject to (a) Until the remainder earlier of this Section 7.03, from the date termination of this Agreement until and the Acceptance TimeClosing Date, the Company shall not, shall cause its Subsidiaries not to, and Seller shall not and shall cause its Subsidiaries not to authorize any of Affiliates and its or and their respective officers, directors, officers, employees, investment bankers, attorneys, accountants, consultants agents and other agents, advisors or other representatives (collectively, “Representatives”) not to, directly or indirectly, (i) solicitsolicit any inquiries or proposals, initiate or take enter into any action discussions, negotiations, understandings, arrangements or agreements, relating to knowingly facilitate the direct or encourage indirect disposition, whether by sale, merger or otherwise, of all or any material portion of the submission of Business to any Acquisition Proposal; Person other than the Purchaser or its Affiliates (a “Prohibited Transaction”) or (ii) enter intoknowingly disclose, engage directly or indirectly, to any Person any confidential information concerning the Business except as necessary to conduct the business in or participate in any discussions or negotiations with, furnish any non-public information relating to the Company ordinary course. In the event that the Seller or any of its Subsidiaries Affiliates receives an inquiry related to such a transaction, the Seller will provide the Purchaser with notice thereof as soon as practicable after receipt thereof, which notice shall include the identity of the prospective purchaser or afford access soliciting party and the material terms of the proposal or solicitation except to the business, properties, assets, books extent that such disclosure by the Seller would violate or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any breach a binding non-disclosure agreement in principle, letter effect prior to the date of intent, merger agreement, acquisition agreement or other definitive agreement relating this Agreement to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect which the Seller is a party. Notwithstanding anything to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by contrary contained in this Section 7.034.6 or elsewhere in this Agreement, neither if the Seller receives a bona fide written Takeover Proposal not solicited by the Seller in violation of this Section 4.6 and the Board of Directors nor any committee thereof shall of the Seller determines in good faith, after consulting with independent legal counsel of recognized standing, that the following actions are required to comply with its fiduciary duties under applicable law, then the Seller may, in response to such Takeover Proposal: (A) fail furnish information concerning the Business to make, qualify, withdraw or modify in a manner adverse the Person making such Takeover Proposal (and to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, such Person’s representatives); and (B) adoptparticipate in discussions and negotiations with such Person (and with such Person’s representatives) regarding such Takeover Proposal; provided that, endorsein that circumstance, approve or recommend, or propose publicly the Purchaser may provide to adopt, endorse, approve or recommend, any Acquisition the Person making such Takeover Proposal or (C) following access to no more information regarding the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming Business and the Company Recommendation within ten Business Days after a request by Parent to do so, provided Transferred Assets than that such reaffirmation received by the Board Purchaser prior to execution of Directors this Agreement and for a period of no more than twenty (20) Business Days, and/or engage in discussions with the Person making such Takeover Proposal and its representatives subject to the requirement that the Seller shall only be required once have first received an executed confidentiality agreement that is no more favorable to such person than the confidentiality agreement to which the Purchaser was subject prior to entering into this Agreement and, in the case of a Person that is a party to an existing non-disclosure agreement with respect the Seller prohibiting the Seller from identifying such Person to each Acquisition Proposal (including any the Purchaser, the Seller shall have received an executed amendment thereof) (any of to such non-disclosure agreement authorizing the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of Seller to provide to the restrictions on Purchaser the Company set forth notice and information described in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach second sentence of this Section by the Company4.6(a).

No Shop. Subject to the remainder of this Section 7.03‎Section 6.04, from the date execution of this Agreement until the Acceptance Timeearlier of receipt of the Company Stockholder Approval and the termination of this Agreement in accordance with the terms of ‎Article 10, the Company shall not, shall cause its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize any and each of its or their respective directorsRepresentatives, officers, employeesdirectors and financial advisors, investment bankers, attorneys, accountants, consultants and shall use reasonable best efforts to cause each of its or their respective other agents, advisors or other representatives (collectively, “Representatives”) to, directly or indirectly, Representatives not to (i) solicit, initiate solicit or take any action to knowingly facilitate or encourage the submission of any Acquisition Proposal; , (ii) enter intoinitiate, solicit, facilitate, participate, engage in with, enter into or participate in knowingly encourage any discussions or negotiations with, furnish any non-public nonpublic information relating to the Company or any of its Subsidiaries or grant or afford access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition ProposalParty, in each case relating to an Acquisition Proposal or any inquiry, proposal or request that could reasonably be expected to lead to an Acquisition Proposal; , (iii) (A) fail to make, withdraw, withhold, qualify or modify in a manner adverse to Parent, or propose publicly to withdraw, withhold, qualify or modify the Company Recommendation (or recommend an Acquisition Proposal), (B) adopt, approve or recommend, or propose publicly to adopt, approve or recommend, or otherwise declare advisable, any Acquisition Proposal or proposal that would reasonably be excepted to lead to an Acquisition Proposal, (C) fail to publicly recommend against any publicly disclosed Acquisition Proposal (other than a tender offer or exchange offer) within five (5) Business Days after Parent so requests in writing, (D) fail to recommend against any Acquisition Proposal structured as a tender offer or exchange offer within ten (10) Business Days after the commencement thereof or take any public position in connection with a tender or exchange offer other than a recommendation against such offer or a “stop, look and listen” communication by the Company’s board of directors, or (E) fail to include the recommendation of the Company’s board of directors in favor of approval and adoption of this Agreement and the Merger in the Proxy Statement (any action described in this clause (iii), an “Adverse Recommendation Change”), (iv) grant any waiver or amendment or release under any standstill or confidentiality agreement; provided that the foregoing clause (iv) shall not prohibit the Company or any of its Subsidiaries from amending, modifying or granting any waiver or release of any standstill provision contained in a standstill, confidentiality or similar agreement of the Company or any of its Subsidiaries, in each case solely to the extent the Board of Directors determines, in consultation with its outside legal counsel, that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties, (vi) allow, authorize or cause the Company or any of its Subsidiaries to enter into any agreement in principle, letter of intent, merger agreementmemorandum of understanding, acquisition agreement or other definitive agreement Contract providing for or relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made publicproposal or offer that would reasonably be expected to lead to an Acquisition Proposal other than an Acceptable Confidentiality Agreement (any such letter of intent, fail to issue a press release reaffirming memorandum of understanding, agreement or Contract, an “Alternative Acquisition Agreement”) or announce the Company Recommendation within ten Business Days after a request by Parent intention to do soso or (vii) resolve, provided that such reaffirmation by the Board of Directors shall only be required once with respect propose or agree to each Acquisition Proposal (including any amendment thereof) (do any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the Company.49

No Shop. Subject to the remainder of this Section 7.03, from From and after the date hereof and continuing until the Closing or the earlier termination of this Agreement until the Acceptance Timepursuant to Article VIII hereof, the Company shall hereby covenants and agrees that it will not, shall cause its Subsidiaries and will not toauthorize or permit any officer, and shall not and shall cause its Subsidiaries not to authorize director, employee or agent of the Company, any of its Subsidiaries or any of their respective directorsAffiliates to, officersor authorize or permit any investment banker, employeesattorney, investment bankers, attorneys, accountants, consultants and other agents, advisors accountant or other representatives (collectivelyrepresentative retained by the Company, “Representatives”) any of its Subsidiaries or any of their Affiliates to, directly or indirectly, without the written consent of Purchaser (i) solicitsolicit or discuss any possible merger, initiate sale, restructuring or take any action to knowingly facilitate refinancing or encourage the submission other disposition (involving assets, capital stock or otherwise) of any Acquisition Proposal; (ii) enter into, engage in or participate in any discussions or negotiations with, furnish any non-public information relating to the Company all or any of its Subsidiaries or afford access to the business, properties, assets, books or records material part of the Company or any of its Subsidiaries to(a “Company Sale”), with any party other than Purchaser or otherwise knowingly cooperate in any way with(ii) following receipt of an unsolicited Company Sale proposal (a “Proposal”), approve, endorse or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition recommend such a Proposal; provided that, if and to the extent that (iiiA) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Company’s Board of Directors nor any committee thereof shall (A) fail to makeconcludes in good faith, qualifyafter consultation with the Company’s legal counsel, withdraw or modify in that such a manner adverse to Parent or Merger SubProposal is, or propose publicly could reasonably be expected to qualifylead to, withdraw or modify the Company Recommendationa Superior Proposal (as hereinafter defined), (B) adoptthe Company’s Board of Directors concludes in good faith, endorseafter consultation with the Company’s legal counsel, approve that the failure to approve, endorse or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition recommend such a Proposal or would be inconsistent with the fiduciary duties of the Company’s Board of Directors under applicable law and (C) following if Purchaser does not within three (3) business days after Purchaser’s receipt of such notice (as provided for below) deliver in writing to the Company an improved Proposal that the Company’s Board of Directors determines in good faith, after consultation with the Company’s legal counsel, to be at least as valuable to the Company’s stockholders as the competing Superior Proposal, then the Company may terminate this Agreement in accordance with Article VIII hereof and, upon such termination, may approve, endorse or recommend such Proposal, as applicable. Upon its receipt thereof, except to the extent prohibited by nondisclosure agreements in effect as of the date hereof, the Company shall promptly provide Purchaser with a copy of any Acquisition written Proposal or received by it, which statement shall include the identity of the parties making the Proposal and the terms thereof, and shall promptly advise Purchaser of any material modification thereto is first made public, fail to issue a press release reaffirming or proposed modification thereto. Nothing contained in this Agreement shall prohibit the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the or its Board of Directors shall only be required once with respect from taking and disclosing to each Acquisition Proposal (including any amendment thereof) (any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the Company.’s stockholders a position with

No Shop. Subject to (a) In consideration of the remainder substantial expenditure of time, effort and expense undertaken by the Acquiror in connection with its due diligence efforts and the preparation, negotiation and execution of this Section 7.03Agreement, from the date Company and the Seller agree that neither they nor their officers, employees, agents or other representatives shall, after the execution of this Agreement until the Acceptance TimeClosing Date or the earlier termination of this Agreement (the "No-Shop Period"), directly or indirectly: (i) solicit, initiate, encourage or take an action intended to encourage, enter into, conduct, engage in or continue any discussions, or enter into any agreement or understanding, with any other person or entity (other than any officer, director, controlled affiliate or employee of the Company shall not, shall cause its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize Seller or any of its affiliates or their respective directorsany investment banker, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors attorney or other representatives (collectively, “Representatives”advisor or representative of the Seller or any of its affiliates) toregarding the transfer, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Acquisition Proposalcapital stock of or any other interest in the Company or its Subsidiaries or any of their assets (including one or more 36 FBO locations or by way of a license); or (ii) enter into, engage in or participate in disclose any discussions or negotiations with, furnish any non-public nonpublic information relating to the Company Company, its Subsidiaries or any of its Subsidiaries assets comprising the FBO Business or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries toto any other person or entity that may be considering acquiring, or otherwise knowingly cooperate has acquired, an interest in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by ; provided that (A) during the No-Shop Period, the Seller, the Company and their respective representatives may continue with existing discussions that they are engaged in with certain financial institutions and certain airport authorities relating solely to a possible bond financing of the Construction Obligations (a "Bond Financing") but shall not consummate a Bond Financing or enter into an agreement that will cause the Seller, the Company or its Subsidiaries to incur any liability or obligation if a Bond Financing is not consummated, and (B) nothing contained in this Agreement (including, without limitation, this Section 7.03, neither 5.4) shall prohibit the Board of Directors nor any committee thereof shall of the Seller, directly or through its advisers, agents or other intermediaries, from (AI) fail complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act or (II) in response to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any an unsolicited Acquisition Proposal that is not withdrawn and that the Seller's Board of Directors reasonably concludes constitutes a Superior Proposal (as defined below), engaging or (C) following participating in discussions or negotiations with and furnishing information to the date any party making such Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by if: (X) the Board of Directors shall only be of the Seller determines in good faith after consultation with its outside legal counsel that such action is required once in order for the Board of Directors of the Seller to comply with respect its fiduciary obligations to each Acquisition Proposal the Seller's shareholders, (including any amendment thereofY) (i) concurrently with furnishing any such information to, or entering into discussions or negotiations with, such party, the Seller gives the Acquiror written notice of the identity of such person or group and of the Seller's intention to furnish information to, or enter into discussions or negotiations with, such party and (ii) the Seller receives from such party an executed confidentiality agreement at least as restrictive as the confidentiality obligations of the Acquiror hereunder, and (Z) contemporaneously with furnishing any such information to such party, the Seller furnishes such information to the Acquiror (to the extent such information has not been previously furnished by the Seller to the Acquiror). Without limiting the foregoing, an “Adverse Recommendation Change”). It it is agreed understood that any violation of the restrictions on the Company set forth in this Section 5.4 by any Representative officer, director, controlled affiliate or employee of the Company Seller or any of its Subsidiaries who is also a Representative affiliates or any investment banker, attorney or other advisor or representative of Parent the Seller or any of its Subsidiaries affiliates or any other person who shall not have entered into a Voting Undertaking shall be deemed to be a breach of this Section 5.4 by the CompanySeller.

No Shop. Subject to During the remainder of this Section 7.03Interim Period, from PAQC, on the date of this Agreement until the Acceptance Timeone hand, or the Company shall notand its Subsidiaries, shall cause its Subsidiaries not toon the other hand, and shall not and shall cause its Subsidiaries not to will, nor will they direct, authorize any of its or permit their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) Representatives to, directly or indirectly, indirectly (ia) take any action to solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Acquisition Proposal; (ii) enter into, engage in or participate in any discussions or negotiations with, furnish or enter into any non-public information relating binding agreement with, any Person concerning, or which would reasonably be expected to lead to, an Acquisition Transaction, (b) in the case of PAQC, fail to include the PAQC Board Recommendation in (or remove the PAQC Board Recommendation from) the Registration Statement, or (c) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any intention or desire to withhold, withdraw, qualify, amend or modify), in a manner adverse to the other Party, the approval of such Party’s governing body of this Agreement and/or any of the Transactions, or, in the case of PAQC, the PAQC Board Recommendation, unless, in the case of clauses (b) and (c), the applicable party (the “Party Making Change”) determines, in good faith, after consultation with its outside legal counsel, that the failure to take, or taking of, such action would constitute a breach by the directors of the Party Making Change of their fiduciary duties under Applicable Law; provided, however, the Party Making Change will not be entitled to take such actions under clauses (b) or (c) (“Change in No Shop”) unless (i) the Party Making Change has provided at least five (5) Business Days’ prior written notice (“Change in No Shop Notice”) to the other party (the “Party Receiving Change”) advising that the Party Making Change proposes a Change in No Shop and which notice contains the material facts underlying the Party Making Change’s determination of such Change in No Shop, (ii) during such five (5) Business Day period following the Party Receiving Change’s receipt of a Change in No Shop Notice, the Party Making Change has engaged in good faith negotiations with the Party Receiving Change and its Representatives (to the extent that the Party Receiving Change desires to so negotiate) to make such adjustments (which adjustments, to the extent accepted by the Party Making Change, would be binding on the Party Receiving Change) in the terms and conditions of this Agreement so as to obviate the need for such Change in No Shop and (iii) following expiration of such five (5) Business Day period, the Party Making Change reaffirms in good faith, after consultation with its outside legal counsel, that the failure to make a Change in No Shop would constitute a breach by the directors of the Party Making Change of their fiduciary duties under Applicable Law. Promptly upon receipt of an unsolicited proposal regarding an Acquisition Transaction, PAQC and each of the Company and the Acquisition Entities shall notify the other party thereof, which notice shall include a written summary of the material terms of such unsolicited proposal. Notwithstanding the foregoing, the Parties may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that such Party has entered into a binding definitive agreement with respect to a business combination and is unable to provide any information related to such Party or any of its Subsidiaries or afford access entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction. For the purposes hereof, “Acquisition Transaction” means, (i) with respect to the businessCompany, propertiesany merger, assetsconsolidation, books liquidation, recapitalization, share exchange or records other business combination transaction (other than the Transactions and transactions with customers in the Ordinary Course of Business), in each case, involving the sale, lease, exchange or other disposition of properties or assets or Equity Securities of the Company or any of its the Company’s Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; and (iiiii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to PAQC, any class transaction (other than the Transactions) involving, directly or indirectly, any merger or consolidation with or acquisition of, purchase of assets or equity securities of, consolidation or similar business combination with or other transaction that would constitute a Business Combination with or involving PAQC (or any Affiliate or Subsidiary of PAQC), on the one hand, and any party other than the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company RecommendationShareholders, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) (any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the Companyother hand.

No Shop. Subject to the remainder (a) The Company and its Subsidiaries will not, and will not permit or authorize any officer, director, agent, financial advisor, attorney, accountant or other representative of this Section 7.03, from the date of this Agreement until the Acceptance Time, the Company shall not, shall cause or its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of proposals or offers from any Person relating to, or that could reasonably be expected to lead to, an Acquisition Proposal; (ii) enter into, engage in Transaction or participate in any negotiations or discussions regarding, or negotiations with, furnish to any non-public other Person any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries with respect to, or otherwise knowingly cooperate in any way with, or knowingly assist, assist or participate in, facilitate or encourage facilitate, any effort by, or attempt by any Third Party that has made other Person to do or is seeking to make seek an Acquisition ProposalTransaction or enter into any letter of intent, agreement in each case relating principle, acquisition agreement or other similar agreement with respect to an Acquisition Proposal; Transaction (iiian "ACQUISITION AGREEMENT") enter into or any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive similar agreement relating requiring it to abandon, terminate or fail to consummate the Offer, the Merger or any other transaction contemplated by this Agreement or to consummate an Acquisition Transaction; PROVIDED, HOWEVER, that, subject to compliance with Section 5.2(c), prior to the acceptance for payment of Shares by Purchaser pursuant to the Offer, the Company may, in response to a bona fide unsolicited proposal with respect to an Acquisition Transaction that was made in circumstances not otherwise involving a breach of this Agreement and that the Board of Directors determines in its good faith judgment taking into account the advice of its financial advisor and outside counsel is or is reasonably likely to lead to a Superior Proposal; , furnish information to such third party pursuant to a customary confidentiality agreement and negotiate, explore or (iv) grant any waiver or release otherwise engage in substantive discussions with such third party, in each case only if the Board of Directors determines, in its good faith judgment, taking into account the advice of outside legal counsel, that failing to take such action would breach the fiduciary duties of the Board of Directors to the Stockholders under any standstill or similar agreement applicable law. Nothing in this Agreement will prevent the Board of Directors from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with respect to any class of equity securities Acquisition Transaction or from making any required disclosure to the Company's Stockholders if, in the good faith judgment of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Company's Board of Directors nor any committee thereof shall (A) fail to makeDirectors, qualifytaking into account the advice of outside counsel, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only disclosure would be required once with respect to each Acquisition Proposal (including any amendment thereof) (any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the Companyunder applicable laws.

No Shop. Subject to the remainder of this Section 7.03, from From the date of this Agreement hereof until the Acceptance Effective Time, the Company shall not, shall cause its Subsidiaries not to, and shall not and shall cause its Subsidiaries and the Company’s directors and officers not to, and shall use reasonable best efforts to authorize any cause all of its or and their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) Representatives not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage any inquiries regarding, or the submission making of any proposal or offer that constitutes or would reasonably be expected to lead to, any Acquisition Proposal; , (ii) engage in, enter into, engage in into or participate in any discussions or negotiations with, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, to or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made Party, in each case, in connection with or is seeking in response to make an Acquisition Proposal, in each case relating or any inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal; , (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualifyor withdraw, withdraw qualify or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualifyfail to make or to withdraw, withdraw qualify or modify in a manner adverse to Parent or Merger Sub, the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal Proposal, or resolve or agree to take any such action, (C) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or a temporary “stop, look and listen” communication by the Board of Directors of the type contemplated by Rule 14d-9(f) under the Exchange Act (it being understood that the Board of Directors may take no position with respect to an Acquisition Proposal that is a tender offer or exchange offer until the close of business on the tenth Business Day after the commencement of such tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act, without such action being considered an Adverse Recommendation Change); (D) other than with respect to a tender or exchange offer described in clause (C), following the date any Acquisition Proposal or any material modification thereto is first made publicpublic or sent or given to the stockholders of the Company, fail to issue a press release reaffirming the Company Recommendation within ten five Business Days after a request by Parent to do soso (or, provided that such reaffirmation if earlier, by the Board second Business Day prior to the then-scheduled expiration date of Directors shall only be required once with respect the Offer) or (E) fail to each Acquisition Proposal (including any amendment thereof) include the Company Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any of the foregoingforegoing in this clause (iii), an “Adverse Recommendation Change”)) or (iv) approve, recommend or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. It is agreed The Company shall, shall cause its Subsidiaries and its and their respective directors, officers and employees to, and shall use its reasonable best efforts to cause all of its and their respective other Representatives to, (i) cease immediately and cause to be terminated any and all existing discussions or negotiations, if any, with any Third Party and its Representatives conducted prior to the date hereof with respect to any Acquisition Proposal or any inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal, (ii) request the prompt return or destruction of all confidential information previously furnished to any violation Third Party within the last twelve months for the purposes of the restrictions on the evaluating a possible Acquisition Proposal and (iii) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. The Company set forth shall not, and shall cause its Subsidiaries not to, release any Third Party from, or waive, amend or modify any provision of, or grant permission under or fail to enforce, any standstill provision in this Section by any Representative of agreement to which the Company or any of its Subsidiaries who controlled Affiliates is also a Representative party; provided that, notwithstanding anything to the contrary contained in this Agreement, if the Board of Parent or Directors determines in good faith, after consultation with its outside legal counsel that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law, the Company may waive any such standstill provision solely to the extent necessary to permit a Third Party to make, on a confidential basis to the Board of its Subsidiaries Directors, an Acquisition Proposal, conditioned upon such Third Party agreeing that the Company shall not be a breach of prohibited from providing any information to Parent (including regarding any such Acquisition Proposal) in accordance with, and otherwise complying with, this Section 7.03. Except to the extent otherwise permitted by the Companyproviso in the foregoing sentence, the Company shall, and shall cause its Subsidiaries to, enforce the confidentiality and standstill provisions of any such agreement.

No Shop. Subject to Except as otherwise expressly permitted by the remainder of this Section 7.03‎‎Section 6.03, from until the date earliest to occur of the termination of this Agreement until in accordance with the Acceptance terms of ‎‎Article 11 and the Effective Time, the Company Uniti shall not, not and shall cause its Subsidiaries not to, and shall not instruct its and shall cause its Subsidiaries not to authorize any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) Representatives not to, directly or indirectly, (i) initiate, solicit, initiate propose or take any action to knowingly assist, facilitate or encourage (including by way of furnishing information) the submission of any inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (ii) enter into, engage in into or knowingly participate in any substantive discussions with or negotiations with, furnish any non-public material nonpublic information relating to the Company Uniti or any of its Subsidiaries Subsidiaries, or afford access to the business, properties, assets, books or records of the Company Uniti or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Party, in connection with any Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or withhold (or qualify or modify in a manner adverse to Parent or Merger SubWindstream), or propose publicly announce its intention to qualifydo the same, withdraw the Uniti Board Recommendation, or modify fail to include the Company RecommendationUniti Board Recommendation in the Proxy Statement in accordance with ‎Section 6.02, (B) adopt, endorse, approve other than with respect to a tender offer or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or exchange offer that is the subject of the following clause (C) ), within 10 Business Days of Windstream’s written request, fail to publicly make or reaffirm the Uniti Board Recommendation following the date any Acquisition Proposal or any material modification thereto is first made publicpublished or broadly sent or given to the stockholders of Uniti (provided that Windstream shall be entitled to make such a written request for reaffirmation only once for each Acquisition Proposal and for each material modification to such Acquisition Proposal), or (C) fail to issue recommend, in a press release reaffirming Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation D promulgated under the Company Recommendation 1934 Act within ten 10 Business Days after a request by Parent the commencement (within the meaning of Rule 14d-2 under the 1934 Act) of such tender offer or exchange offer (any of the foregoing in clauses (A) through (C), an “Adverse Recommendation Change”), (iv) enter into any an amendment, grant any waiver or release or terminate any provision under any standstill, confidentiality or other similar agreement; provided that the foregoing shall not prohibit Uniti or any of its Subsidiaries from amending, modifying or granting any waiver or release under any standstill, confidentiality or similar agreement of Uniti or any of its Subsidiaries, in each case, if the Uniti Board determines, in good faith, after consultation with its financial advisors and outside legal counsel, that, based on the information then available, the failure to do soso would reasonably be expected to be inconsistent with the standard of conduct of the members of the Uniti Board under Applicable Law, provided that such reaffirmation by the Board (v) enter into any agreement in principle, letter of Directors shall only be required once with respect intent, memorandum of understanding, acquisition agreement or other Contract providing for or relating to each an Acquisition Proposal (including any amendment thereof) other than an Acceptable Confidentiality Agreement (any of the foregoing, an “Adverse Recommendation ChangeAlternative Acquisition Agreement”). It is agreed that , or (vi) resolve, authorize, propose or agree to do any violation of the restrictions foregoing. Promptly after the date hereof, Uniti shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to (1) cease any solicitations, discussions or negotiations with any other Person in connection with an Acquisition Proposal (other than Windstream and its Affiliates), (2) request in writing that each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal or potential Acquisition Proposal promptly destroy or return to Uniti all nonpublic information heretofore furnished by or on the Company set forth in this Section by any Representative behalf of the Company Uniti, its Subsidiaries or any of its Subsidiaries who is also a Representative of Parent or their respective Representatives to such person or any of its Subsidiaries shall not be Representatives in accordance with the terms of such confidentiality agreement and (3) terminate access to any physical or electronic data rooms previously granted to such Persons in each case previously provided or granted in connection with a breach of this Section by the Companypossible Acquisition Proposal.

No Shop. Subject to (i) From the remainder time of this Section 7.03, from the date Parties' execution of this Agreement until the Acceptance Timeearlier of (A) the Bankruptcy Court's entry of the Sales Process Order or (B) the 15th day following the original execution of this Agreement (without regard to subsequent amendments) (the "Non-Solicitation Period"), the Company Seller shall not, nor shall cause its Subsidiaries not it authorize or permit any Affiliate or subsidiary of Seller to, and nor shall not and shall cause its Subsidiaries not to it authorize or permit any of its officer, director, manager or their respective directorsemployee of, officersor any investment banker, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors attorney or other representatives advisor, agent or representative of, Seller or any subsidiary (collectively, “"Seller Representatives”") to, directly solicit or indirectly, (i) solicit, initiate or take otherwise proactively encourage any action Person with respect to knowingly facilitate or encourage the submission of a Qualified Offer or negotiate the terms of a Qualified Offer; provided, however, that during the Non-Solicitation Period so long as Seller is not otherwise in breach of this Section 2.09, nothing in this Agreement shall prohibit Seller, Seller Representatives or the Board of Managers of Seller (the "Seller Board") from entering into confidentiality agreements with any Acquisition Proposal; (ii) enter into, engage in Person or participate in furnishing to any discussions or negotiations with, furnish Person any non-public information relating to the Company Business, the Hotel/Casino, the Assets and Properties of Seller or any the Liabilities of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement Seller with respect to any class proposal or expression of equity securities interest that constitutes, or which may lead to, a Qualified Offer; and, provided further, however, that if the Bankruptcy Court has not entered the Sales Process Order by the expiration of the Company or Non-Solicitation Period, then Seller shall not execute any Qualified Offer prior to the earlier of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board (x) Bankruptcy Court's entry of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal Sales Process Order or (Cy) following 16th day after the date expiration of the Non-Solicitation Period. In the event Seller receives a Qualified Offer during the Non-Solicitation Period, Seller shall as promptly as practicable (and in any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation event within ten three Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereofreceipt) (any advise Purchaser in writing of the foregoingdetails of such Qualified Offer and the identity of the Person submitting the Qualified Offer (and, an “Adverse Recommendation Change”to the extent known by Seller, the principals who are backing such Person). It is agreed that any violation of At the restrictions on Sales Process and Purchaser Protection Hearing, Seller shall be permitted to disclose to the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the CompanyBankruptcy Court information concerning all Qualified Offers received.

No Shop. Subject to (a) During the remainder of this Section 7.03, period from the date of this Agreement until the Acceptance Timeearliest of (i) the termination of this Agreement and (ii) the Closing Date, the Company shall not, shall cause its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) toneither Parent nor Existing Sub shall, directly or indirectly, or authorize or permit any of their respective Affiliates or representatives to, (i) solicit, initiate initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to knowingly facilitate or encourage the submission of any Acquisition Proposal; (ii) enter into, engage in or participate in any discussions or negotiations with, furnish any non-public information relating lead to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, (ii) furnish any information regarding the Business, Existing Sub, the Contributed Asset or the Assumed Liabilities to any Person in each case relating connection with or in response to an Acquisition Proposal; , (iii) enter into engage in discussions or negotiations with any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement Person with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company RecommendationAcquisition Proposal, (Biv) adopt, endorse, approve or recommend, endorse or propose publicly to adopt, endorse, approve or recommend, recommend any Acquisition Proposal or (Cv) following the date enter into any letter of intent or similar document or any contract or agreement contemplating or otherwise relating to any Acquisition Proposal or any material modification thereto is first made publicTransaction, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do soprovided, provided however, that such reaffirmation by the (A) nothing contained in this Agreement shall prevent Parent's Board of Directors shall only be required once from disclosing to Parent's shareholders a position with respect to each a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act of 1934, as amended, and (B) prior to the adoption and approval of this Agreement, the Ancillary Documents and the transactions contemplated herein and therein by Parent's shareholders, Parent shall not be prohibited by this Section 7.5 from (x) providing nonpublic information regarding the Business, Existing Sub, the Contributed Assets and the Assumed Liabilities to any Person in response to an Acquisition Proposal that is submitted by such Person (including and not withdrawn), or (y) entering into discussions with any amendment thereofPerson in response to a Superior Offer that is submitted by such Person (and not withdrawn) if, in either such case: (1) neither Parent, Existing Sub nor any of their Affiliates or representatives shall have violated any of the restrictions set forth in Section 7.5(a), (2) Parent's Board of Directors believes in good faith, based upon the advice of its outside legal counsel, that such action is required in order for Parent's Board of Directors to comply with its fiduciary obligations under applicable law, and (3) prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives Buyers written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement reasonably satisfactory to Buyers. Without limiting the generality of the foregoing, an “Adverse Recommendation Change”). It is agreed Parent acknowledges and agrees that any violation of any of the restrictions on the Company set forth in this Section the preceding sentence by Existing Sub, any Representative of the Company Affiliate or any of its Subsidiaries who is also a Representative representative of Parent or any Existing Sub, whether or not such Affiliate or representative purports to act on behalf of its Subsidiaries Parent or Existing Sub, shall not be deemed to constitute a breach of this Section 7.5 by the CompanyParent.

No Shop. Subject to the remainder of this Section 7.03, from the date of this Agreement until the Acceptance Time, the Company shall 4.17.1. Acquisition Proposal. Seller will not, shall cause its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) to, directly or indirectly, through any officer, director, employee, representative or agent of such party or any of its subsidiaries, (i) solicit, initiate or take any action to knowingly facilitate initiate, or encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of substantial assets, sale of shares of capital stock (including without limitation by way of a tender offer) or similar transactions involving such party or any of its subsidiaries, other than the submission transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide any non-public information to any person or entity relating to, any Acquisition Proposal, or (iii) agree to, approve or recommend any Acquisition Proposal; (ii) enter intoprovided, engage however, that nothing contained in this Agreement will prevent Seller or participate in any its Board of Directors from furnishing nonpublic information to, or entering into discussions or negotiations with, furnish any person or entity in connection with an unsolicited bona fide written Acquisition Proposal by such person or entity or recommending an unsolicited bona fide written Acquisition Proposal to the stockholders of such party, if and only to the extent that (1) the Board of Directors of such party believes in good faith (after consultation with its financial advisor) that such Acquisition Proposal would, if consummated, result in a transaction more favorable to such party's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as 51 60 a "Superior Proposal") and the Board of Directors of such party determines in good faith after consultation with outside legal counsel that such action is necessary for such party to comply with its fiduciary duties to stockholders under applicable law and (2) prior to furnishing such non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way entering into discussions or negotiations with, such person or knowingly assistentity, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the such Board of Directors nor any committee thereof shall (A) fail receives from such person or entity an executed confidentiality agreement with terms no less favorable to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) (any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth party than those contained in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the CompanyAgreement.

No Shop. Subject to (a) In consideration of the remainder substantial expenditure of time, effort and expense undertaken by the Acquiror in connection with its due diligence efforts and the preparation, negotiation and execution of this Section 7.03Agreement, from each of the date Members and the Beneficial Owners agree that neither they, the Jet Center Entities, nor their Representatives shall, after the execution of this Agreement until the Acceptance TimeClosing Date or the earlier termination of this Agreement pursuant to Section 7.1 (the “No-Shop Period”), directly or indirectly: (i) solicit, initiate, encourage, enter into, conduct or continue any negotiation of terms or enter into any agreement or understanding, with any other person or entity (other than any officer, director, controlled affiliate or employee of the Seller, the Company shall notJet Center Entities, shall cause its Subsidiaries not toor any of their respective affiliates or any investment banker, and shall not and shall cause its Subsidiaries not to authorize attorney or other advisor or representative of the Seller, the Jet Center Entities or any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”affiliates) toregarding the transfer, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Acquisition Proposalinterest in the Jet Center Entities or any material portion of the assets of the FBO Business (including by way of license); or (ii) enter into, engage in or participate in disclose any discussions or negotiations with, furnish any non-public nonpublic information relating to the Company or any of its Subsidiaries FBO Business or afford access to the business, properties, assets, books or records of the Company Seller or any of the Jet Center Entities to any other person or entity that Seller is informed is considering acquiring an interest in the Jet Center Entities. If, during the No-Shop Period, the Seller or its Subsidiaries toRepresentatives receives any written request for information or written indication of interest from any Person that may be interested in acquiring an interest in the Seller or the Jet Center Entities, the Seller shall promptly refuse any such communication and cease any discussion related thereto and promptly disclose to the Acquiror the receipt of such request or otherwise knowingly cooperate in indication of interest, and the material terms of any way withsuch indication of interest, or knowingly assist, participate in, facilitate or encourage and shall provide to the Acquiror copies of any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement correspondence or other definitive agreement relating written materials received in connection therewith. The Seller and the Beneficial Owners hereby confirm to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities the Acquiror that, as of the Company date hereof, all discussions, negotiations and other activities with any other person by or on behalf of the Seller and the Jet Center Entities have been terminated and that neither the Seller nor any of the Jet Center Entities has any obligation to sell to or discuss with any other person the sale of any assets comprising the FBO Business or the stock or assets of either the Seller or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) (any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the CompanyJet Center Entities.

No Shop. Subject (a) Other than in connection with (i) the exercise (if any) of the drag along right contained in the Company Shareholders Agreements and (ii) the call option rights contained in the call option agreements (promesses de vente) entered into prior to the remainder of this Section 7.03, from the date of this Agreement until between certain Selling Stockholders, as described in Section 2.8(b)(1) of the Acceptance TimeCompany Disclosure Schedule (the “Call Option Agreements”), the Selling Stockholders shall not, and the Selling Stockholders other than SGAM AI shall cause the Company, its Subsidiaries, all of its and their Affiliates, officers, directors, members of the Management Board, members of the Supervisory Board, employees, representatives or agents of the Selling Stockholders, the Company shall not, shall cause its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize or any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives the Subsidiaries (collectively, the “Representatives”) not to, directly or indirectly, (i) solicitdiscuss, initiate knowingly encourage, negotiate, undertake, initiate, authorize, recommend, propose or take any action to knowingly facilitate or encourage the submission of any Acquisition Proposal; (ii) enter into, engage in whether as the proposed surviving, merged, acquiring or participate in acquired corporation or otherwise, any discussions transaction involving a merger, consolidation, business combination, purchase or negotiations with, furnish disposition of any non-public information relating to material amount of the assets of the Company or any of its Subsidiaries or afford access to the business, properties, assets, books any capital stock or records other ownership interests of the Company or any of its Subsidiaries to(including, without limitation, any public offering or registration of shares of the Company) other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any person, any information concerning the business, operations, properties or assets of the Company or its Subsidiaries in connection with an Acquisition Transaction, or (iv) otherwise knowingly cooperate in any way with, or knowingly assist, assist or participate in, facilitate or encourage encourage, any effort by, or attempt by any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent person to do so, provided that such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) (or seek any of the foregoing, an “Adverse Recommendation Change”). It is agreed that any violation including without limitation, in connection with the exercise of the restrictions on preemptive rights under the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the CompanyShareholders Agreements.

No Shop. Subject to During the remainder of this Section 7.03, from the date of this Agreement until the Acceptance TimeInterim Period, the Company shall notnot take, nor shall cause its Subsidiaries not to, and shall not and shall cause its Subsidiaries not to authorize it permit any of its Affiliates or their respective directorsRepresentatives to take, officers, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or other representatives (collectively, “Representatives”) to, directly or indirectly, (i) any action to solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Acquisition Proposal; (ii) enter into, engage in or participate in any discussions or negotiations with, furnish or enter into any non-public agreement with, or encourage, or provide information to, any Person (other than Acquiror, Merger Sub and/or any of their Affiliates) concerning any purchase of any of the Company’s equity securities or the issuance and sale of any securities of, or membership interests in, the Company or its Subsidiaries (other than any purchases of equity securities by the Company from employees of the Company or its Subsidiaries) or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business (each such acquisition transaction, an “Acquisition Transaction”); provided, however, that Acquiror and Merger Sub hereby acknowledge that prior to the date of this Agreement, the Company has provided information relating to the Company or any of and its Subsidiaries or afford and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to the business, properties, assets, books or records of form a basis for a proposal to engage in an Acquisition Transaction without any breach by the Company or any of its Subsidiaries tothis Section 6.6; provided, or otherwise knowingly cooperate further, however, that the foregoing acknowledgement shall not in any way withdiminish the obligations of the Company, its Affiliates and Representatives pursuant to this sentence and, for the avoidance of doubt, the Company shall not enter into any further discussions or negotiations or provide any further information in respect of, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made or is seeking to make an Acquisition Proposal, in each case relating to an Acquisition Proposal; (iii) enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other definitive agreement relating to an Acquisition Proposal; or (iv) grant any waiver or release under any standstill or similar agreement arrangement with respect to any class of equity securities of the Company or any of its Subsidiaries. Except as expressly permitted by this Section 7.03, neither the Board of Directors nor any committee thereof shall (A) fail to make, qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommendto, any Acquisition Proposal or (C) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Recommendation within ten Business Days after a request by Parent to do so, provided that such reaffirmation by the Board of Directors shall only be required once with respect to each Acquisition Proposal (including any amendment thereof) (any of proposal. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an “Adverse Recommendation Change”). It Acquisition Transaction by indicating only that the Company is agreed subject to an exclusivity agreement and is unable to provide any information related to the Company and its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction for as long as that any violation exclusivity agreement remains in effect and, in such event, the Company shall notify Acquiror of such facts and circumstances, including the name of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries who is also a Representative of Parent or any of its Subsidiaries shall not be a breach of this Section by the CompanyPerson submitting such unsolicited proposal.