Common use of No Solicitation of Transactions Clause in Contracts

No Solicitation of Transactions. (a) The Company shall not, and shall cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") not to, directly or indirectly, take any action to solicit, initiate, encourage or facilitate the making of any Acquisition Proposal or any inquiry with respect thereto or engage in discussions or negotiations with any person with respect thereto or in connection with any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company.

No Solicitation of Transactions. (a) The Company agrees that (i) it and its directors and officers shall not, (ii) its Subsidiaries and its Subsidiaries’ directors and officers shall cause its affiliates not and (iii) it shall use reasonable best efforts to ensure that its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and Subsidiaries’ other representatives (the "Company Representatives") not toRepresentatives shall not, directly or indirectly, take any action to (A) solicit, initiate, initiate or knowingly encourage any inquiries regarding or facilitate the making of any Acquisition Proposal proposal that constitutes or is reasonably likely to lead to a Takeover Proposal, (B) enter into, continue or otherwise participate in any inquiry with respect thereto or engage in discussions or negotiations with regarding, or furnish to any person Person any confidential information with respect thereto or in connection with to, any Acquisition Proposal or potential Acquisition Takeover Proposal, disclose (C) enter into any nonpublic information relating to it agreement or agreement in principle requiring, directly or indirectly, the Company Subsidiaries to abandon, terminate or afford access fail to consummate the properties, books or records of it or the Company Subsidiaries to any person that has madetransactions contemplated hereby, or to such party's knowledge, is considering making, any Acquisition Proposal, approve (D) publicly propose or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose agree to do any of the foregoing; provided. The Company shall, howeverand shall cause its Subsidiaries and direct its Representatives to, thatimmediately cease and cause to be terminated all existing discussions and negotiations with any Person conducted prior to the date of this Agreement with respect to any Takeover Proposal. Notwithstanding the foregoing or anything else in this Agreement to the contrary, at any time prior to obtaining the Company Required Vote, in response to a bona fide written Takeover Proposal received after the event date hereof that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a material breach of this Section 7.046.06, (y) prior to receipt of if the Requisite Shareholder Approval, the Company Board of Directors of determines after consultation with its financial advisors and outside counsel, that such Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, the Company may (and may authorize and permit its Subsidiaries and Representatives to), subject to compliance with Section 6.06(c), (1) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing provisions (including standstill provisions) not less restrictive with respect to the Person making such Takeover Proposal than those set forth in the Confidentiality Agreement are to CF Corp, provided that all such information has previously been provided to CF Corp or is provided to CF Corp prior to or substantially concurrently with the time it is provided to such Person, and (2) participate in discussions and negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal, if and only to the extent that in connection with the foregoing clauses (1) and (2) the Company Board of Directors determines in good faith, after receiving the advice of consultation with its financial advisors and outside legal counsel, that, in light of this Acquisition Proposal, that the Board of Directors is required by failure to do so would be inconsistent with its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the CompanyDelaware Law.

No Solicitation of Transactions. (a) The Company agrees that, from and after the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, it shall not, and that it shall cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly, take any action to solicit, initiate, solicit or encourage any inquiries or facilitate the making of any proposal, or offer with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase or sale of all or any significant portion of the assets or 20% or more of the equity securities of, the Company or any Company Subsidiary (any such proposal or offer being hereinafter referred to as a "Company Acquisition Proposal"). The Company further agrees that it shall not, and that it shall cause its Representatives not to, directly or indirectly, have any discussion with or provide any confidential information or data relating to the Company or any Company Subsidiary to any Person relating to a Company Acquisition Proposal or any inquiry with respect thereto or engage in discussions any negotiations concerning a Company Acquisition Proposal, or negotiations with otherwise facilitate any person with respect thereto effort or in connection with any attempt to make or implement a Company Acquisition Proposal or potential accept a Company Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, that nothing contained in the event that (xthis Section 6.04(a) shall prevent the Company shall receive an Acquisition Proposal that the Board of Directors of or the Company concludes in good faith could result in Board from (i) complying with Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate ; (ii) engaging in such any discussions or negotiations with, or provide such providing any information to, any Person in response to an unsolicited written Company Acquisition Proposal by any such Person; or (iii) recommending such an unsolicited written Company Acquisition Proposal to the party making the Acquisition Proposalholders of Company Common Stock if, and in any such case as is referred to in clause (zii) or (iii), (A) the Company gives Parent written notice Board concludes in good faith (after consultation with its financial advisors) that such Company Acquisition Proposal would, if consummated, result in a transaction more favorable to holders of Company Common Stock than the transaction contemplated by this Agreement (any such more favorable Company Acquisition Proposal being referred to in this Agreement as a "Company Superior Proposal"), (B) the Company Board determines in good faith after consultation with outside legal counsel (who may be the Company's regularly engaged outside legal counsel) that such action could reasonably be deemed to be necessary for it to act in a manner consistent with its intention fiduciary duties under applicable Law, (C) prior to do soproviding any information or data regarding the Company to any Person or any of such Person's Representatives in connection with a Company Superior Proposal by such Person, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making receives from such Acquisition Proposal pursuant to a customary Person an executed confidentiality agreement on terms no less favorable to the Company than at least as restrictive on such Person as those contained in the Letter Agreement Confidentiality Agreement, (D) prior to providing any information or data to any Person or any of such Person's Representatives or entering into discussions or negotiations with any Person or any of such Person's Representatives in connection with a Company Superior Proposal by such Person, the Company notifies Parent promptly of the receipt of such Company Superior Proposal indicating, in connection with such notice, the name of such Person and attaching a copy of the proposal or offer or providing a complete written summary thereof, and (iiE) participate in the Company has not breached its obligations under the first sentence of this Section 6.04(a). The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions regarding such or negotiations with any parties conducted heretofore with respect to any Company Acquisition Proposal. Any violation The Company agrees that it shall keep Parent informed, on a current basis, of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized status and whether or not terms of any such person is purporting proposals or offers and the status of any such discussions or negotiations. The Company agrees that it will take the necessary steps to act on behalf promptly inform each Representative of the Company or otherwise, shall be deemed to be a breach of the obligations undertaken in this Agreement by the CompanySection 6.04(a).

No Solicitation of Transactions. (a) The Unless and until this Agreement is terminated in accordance with its terms, neither the Company shall not, and shall cause nor its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") not toSubsidiaries shall, directly or indirectly, take through any action to solicitofficer, director, agent or otherwise, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any Acquisition Proposal proposal that constitutes, or may reasonably be expected to lead to, any inquiry with respect thereto Competing Transaction, or engage in enter into or maintain or continue discussions or negotiations negotiate with any person with respect thereto or entity in connection with furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Acquisition Proposal Competing Transaction, or potential Acquisition Proposalauthorize or knowingly permit any of the officers, disclose directors or employees of such party or any nonpublic information relating to it or the Company of its Subsidiaries or afford access to the propertiesany investment banker, books financial advisor, attorney, accountant or records other representative retained by such party or any of it or the Company Subsidiaries to any person that has made, or to such party's knowledgeSubsidiaries to take any such action, is considering making, and the Company shall notify Buyer orally (within one Business Day) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which any Acquisition Proposal, approve officer or recommend, or propose director of the Company may receive relating to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of such matters and if such inquiry or proposal is in writing, the foregoingCompany shall deliver to Buyer a copy of such inquiry or proposal; provided, however, thatthat nothing contained in this Section shall prohibit the Board from complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer or prohibit the Board from taking such other actions as may be required to comply with its fiduciary obligations. If the Board determines with the advice of counsel that failure to do so could be held to violate its fiduciary duties, it may provide information in the event that (x) response to an unsolicited proposal. If the Company shall receive an Acquisition Proposal receives a bona fide proposal for a Competing Transaction that the Board of Directors of the Company concludes determines in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving based on the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law a nationally recognized financial advisor) may provide greater value to authorize the Company to participate in such discussions or and its stockholders than this Agreement, it may enter into negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and such proposal. The Company will notify Buyer of any such superior proposal not less than two Business Days prior to entering into any definitive agreement with respect to a Competing Transaction; provided, however, that in no event shall the Company Subsidiaries to the person making such Acquisition Proposal pursuant enter into a definitive agreement with respect to a customary confidentiality agreement on terms no Competing Transaction less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by five Business Days after the Company's initial notification to Buyer of an inquiry or proposal relating to a Competing Transaction. Within the two-Business-Day or five-Business-Day period referred to above, Buyer may propose an improved transaction.

No Solicitation of Transactions. (a) The Unless and until this Agreement is terminated in accordance with its terms, none of the Company shall not, and shall cause or its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") not toSubsidiaries shall, directly or indirectly, take through any action to solicitofficer, director, agent or otherwise, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any Acquisition Proposal proposal that constitutes, or may reasonably be expected to lead to, any inquiry with respect thereto Competing Transaction, or engage in enter into or maintain or continue discussions or negotiations negotiate with any person with respect thereto or entity in connection with furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Acquisition Proposal Competing Transaction, or potential Acquisition Proposalauthorize or knowingly permit any of the officers, disclose directors or employees of such party or any nonpublic information relating to it or the Company of its Subsidiaries or afford access to the propertiesany investment banker, books financial advisor, attorney, accountant or records other representative retained by such party or any of it or the Company Subsidiaries to any person that has made, or to such party's knowledgeSubsidiaries to take any such action, is considering making, and the Company shall notify Buyer orally (within one Business Day) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which any Acquisition Proposal, approve officer or recommend, or propose director of the Company may receive relating to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of such matters and if such inquiry or proposal is in writing, the foregoingCompany shall deliver to Buyer a copy of such inquiry or proposal; provided, however, thatthat nothing contained in this Section shall prohibit the Board from complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer or prohibit the Board from taking such other actions as may be required to comply with its fiduciary obligations. If the Board determines with the advice of counsel that failure to do so could be held to violate its fiduciary duties, it may provide information in the event that (x) response to an unsolicited proposal. If the Company shall receive an Acquisition Proposal receives a bona fide proposal for a Competing Transaction that the Board of Directors of the Company concludes determines in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving based on the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law a nationally recognized financial advisor) may provide greater value to authorize the Company to participate in such discussions or and its stockholders than the transactions contemplated by this Agreement, it may enter into negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and such proposal. The Company will notify Buyer of any such superior proposal not less than two Business Days prior to entering into any definitive agreement with respect to a Competing Transaction; provided, however, that in no event shall the Company Subsidiaries to the person making such Acquisition Proposal pursuant enter into a definitive agreement with respect to a customary confidentiality agreement on terms no Competing Transaction less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by five Business Days after the Company's initial notification to Buyer of an inquiry or proposal relating to a Competing Transaction. Within the two-Business-Day or five-Business-Day period referred to above, Buyer may propose an improved transaction.

No Solicitation of Transactions. (a) The Company Each of SAM and STFC shall not, and shall cause its affiliates their respective Subsidiaries not to, and its and its affiliates' shall not authorize or permit their respective or their respective Subsidiaries’ directors, officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and employees or other representatives (the "Company Representatives") not Representatives to, directly or indirectly, take any action to (i) solicit, initiate, initiate or knowingly encourage or knowingly facilitate the making of any Acquisition Proposal submission, announcement, proposal, offer or inquiry that constitutes or would reasonably be expected to lead to a Takeover Proposal, (ii) enter into, continue or otherwise participate in any inquiry with respect thereto or engage in discussions or negotiations with regarding any person submission, announcement, proposal, offer or inquiry that constitutes or would reasonably be expected to lead to a Takeover Proposal, or furnish any non-public information with respect thereto to SAM, STFC or in connection with any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company their respective Subsidiaries to any person Person (or their Representatives) who has made any submission, announcement, proposal, offer or inquiry that has made, constitutes or would reasonably be expected to such party's knowledge, is considering making, any Acquisition lead to a Takeover Proposal, approve (iii) amend or recommendgrant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of STFC (unless, and only to the extent, the STFC Board or STFC Special Committee determines in good faith, after consultation with its financial advisor and outside counsel, that the failure to do so would reasonably be likely to constitute a breach of its fiduciary duties to its shareholders under Ohio Law, in which case it may enable such Persons to submit and pursue a Takeover Proposal), (iv) enter into any Takeover Proposal Documentation with respect to a Takeover Proposal or (v) publicly propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose agree to do any of the foregoing; provided. Each of SAM and STFC shall, howeverand shall cause their respective Subsidiaries and direct their respective Representatives to, thatimmediately cease and cause to be terminated all existing discussions and negotiations as of the date of this Agreement with any Person conducted theretofore with respect to any submission, announcement, proposal, offer or inquiry that constitutes or would reasonably be expected to lead to a Takeover Proposal. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, at any time prior to obtaining the STFC Shareholder Approval, in response to a bona fide written Takeover Proposal received after the event date hereof and prior to obtaining the STFC Shareholder Approval that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.047.08, (yI) prior STFC may (and may authorize and permit its Subsidiaries and Representatives to) contact the Person or any of its Representatives who has made such Takeover Proposal solely to receipt clarify the terms of such Takeover Proposal so that the Requisite Shareholder ApprovalSTFC Board or STFC Special Committee, as applicable, may reasonably inform itself about such Takeover Proposal and (II) if the STFC Board of Directors of the Company or STFC Special Committee, as applicable, determines in good faith, after receiving the advice of consultation with its financial advisor and outside legal counsel, that, in light that (A) such Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and (B) that the failure to do so would reasonably be likely to constitute a breach of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties to its shareholders under the Ohio Law to authorize the Company to participate in such discussions or negotiations withLaw, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company STFC may (iand may authorize and permit its Subsidiaries and Representatives to), subject to compliance with Section 7.08(c), (x) furnish information with respect to it SAM, STFC and the Company their respective Subsidiaries to the person Person making such Acquisition Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement on terms no less containing provisions that are not more favorable to the Company such Person than those contained in the Letter Confidentiality Agreement are to LMHC (it being understood that such confidentiality agreement need not contain any standstill provisions); provided that all such information has previously been provided to LMHC or is provided to LMHC prior to or substantially concurrently with the time it is provided to such Person or any of its Representatives, and (iiy) participate in discussions and negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Acquisition Takeover Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company.

No Solicitation of Transactions. (a) The Company shall notagrees that neither it nor any of its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Subsidiaries’ Representatives not to, directly or indirectly, take any action to solicit: (i) encourage, initiate, encourage solicit or take any other action designed to, or which could reasonably be expected to, facilitate an Acquisition Proposal or the making, submission or announcement of, any Acquisition Proposal, (ii) participate or engage in any discussions or negotiations regarding, or furnish to any person any nonpublic information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal or any inquiry with respect thereto or Proposal, (iii) engage in discussions or negotiations with any person with respect thereto to any Acquisition Proposal, except to notify such person as to the existence of these provisions, (iv) approve, endorse or in connection recommend any Acquisition Proposal with respect to it, or (v) enter into any letter of intent or similar document or any agreement, commitment or understanding contemplating or otherwise relating to any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoinga transaction contemplated thereby; provided, howeverthat so long as there has been no breach of this Section 5.5(a), thatthe Company may, in the event that (x) the Company shall receive response to an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it after the date hereof and did otherwise in compliance with the obligations under Section 5.5(c), participate in discussions or negotiations with, request clarifications from, or furnish information to, any person which makes such Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement containing customary terms and conditions; provided, that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions of the Confidentiality Agreement, or omits restrictive provisions contained in the Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to be automatically amended to contain in substitution for such comparable provisions such less restrictive provisions, or to omit such restrictive provisions, as the case may be, and in connection with the foregoing, the Company agrees not otherwise result from a breach to waive any of this Section 7.04the provisions in any such confidentiality agreement without waiving the similar provisions in the Confidentiality Agreement to the same extent, (yB) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company Board reasonably determines in good faith, after receiving the advice of consultation with outside legal counsel (which may be its current outside legal counsel) and financial advisor (which may be its current outside financial advisor), thatthat such Acquisition Proposal could reasonably be expected to lead to a Superior Proposal and (C) the Company Board reasonably determines in good faith, in light after consultation with outside legal counsel (which may be its current outside legal counsel), that failure to take such actions would constitute a breach of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law applicable Law. The Company shall immediately terminate, and shall cause its Subsidiaries and use its reasonable best efforts to authorize the Company cause its and its Subsidiaries’ Representatives to participate in such immediately terminate, all discussions or negotiations withnegotiations, if any, with any third party with respect to, or provide such information to, the party making the any that could reasonably be expected to lead to an Acquisition Proposal, and (z) the . The Company gives Parent written notice shall immediately request that each person which has heretofore executed a confidentiality agreement with it or any of its intention to do so, the Company may (i) furnish information Subsidiaries or any of its or its Subsidiaries’ Representatives with respect to it and the Company Subsidiaries such person’s consideration of a possible Acquisition Proposal to immediately return or destroy (which destruction shall be certified in writing by such person to the person making such Acquisition Proposal pursuant Company) all confidential information heretofore furnished to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Companyits Representatives.

No Solicitation of Transactions. (a) The Company agrees that, from and after the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, it shall not, and that it shall cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly, take any action to solicit, initiate, solicit or encourage any inquiries or facilitate the making of any proposal, or offer with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase or sale of all or any significant portion of the assets or 20% or more of the equity securities of, the Company or any Company Subsidiary (any such proposal or offer being hereinafter referred to as a "Company Acquisition Proposal"). The Company further agrees that it shall not, and that it shall cause its Representatives not to, directly or indirectly, have any discussion with or provide any confidential information or data relating to the Company or any Company Subsidiary to any Person relating to a Company Acquisition Proposal or any inquiry with respect thereto or engage in discussions any negotiations concerning a Company Acquisition Proposal, or negotiations with otherwise facilitate any person with respect thereto effort or in connection with any attempt to make or implement a Company Acquisition Proposal or potential accept a Company Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, that nothing contained in the event that (xthis Section 6.04(a) shall prevent the Company shall receive an Acquisition Proposal that or the Board of Directors of Special Committee from (i) complying with Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to a Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate ; (ii) engaging in such any discussions or negotiations with, or provide such providing any information to, any Person in response to an unsolicited written Company Acquisition Proposal by any such Person; or (iii) recommending such an unsolicited written Company Acquisition Proposal to the party making the Acquisition Proposalholders of Company Common Stock if, and in any such case as is referred to in clause (zii) or (iii), (A) the Special Committee determines in good faith after consultation with outside legal counsel to the Special Committee that such action could reasonably be deemed to be necessary for it to act in a manner consistent with its fiduciary duties under applicable Law, (B) prior to providing any information or data regarding the Company gives Parent written notice to any Person or any of its intention to do sosuch Person's Representatives in connection with a Company Acquisition Proposal by such Person, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making receives from such Acquisition Proposal pursuant to a customary Person an executed confidentiality agreement on terms no less favorable to the Company than at least as restrictive on such Person as those contained in the Letter Agreement Confidentiality Agreement, (C) prior to providing any information or data to any Person or any of such Person's Representatives or entering into discussions or negotiations with any Person or any of such Person's Representatives in connection with a Company Acquisition Proposal by such Person, the Company notifies Parent promptly of the receipt of such Company Acquisition Proposal indicating, in connection with such notice, the name of such Person and attaching a copy of the proposal or offer or providing a complete written summary thereof, and (iiD) participate in the Company has not breached its obligations under the first sentence of this Section 6.04(a). The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions regarding such or negotiations with any parties conducted heretofore with respect to any Company Acquisition Proposal. Any violation The Company agrees that it shall keep Parent informed, on a current basis, of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized status and whether or not terms of any such person is purporting proposals or offers and the status of any such discussions or negotiations. The Company agrees that it will take the necessary steps to act on behalf promptly inform each Representative of the Company or otherwise, shall be deemed to be a breach of the obligations undertaken in this Agreement by the CompanySection 6.04(a).

No Solicitation of Transactions. (a) The Company Subject to Section 6.1, none of Catellus or any Catellus Subsidiary shall, nor shall notit authorize or permit, directly or indirectly, any officer, trustee, director, employee, agent, investment banker, financial advisor, attorney, accountant, broker, finder or other agent, representative or Affiliate of Catellus or any Catellus Subsidiary to initiate, solicit, encourage or facilitate (including by way of furnishing nonpublic information or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Competing Transaction, or enter into or participate in discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Competing Transaction. Catellus shall, and shall cause its affiliates the Catellus Subsidiaries and, to the extent within Catellus’s or any Catellus Subsidiary’s control, to, and its Catellus and its affiliates' the Catellus Subsidiaries shall, take all actions reasonably necessary to cause their respective officers, trustees, directors, employees, investment bankers, financial advisors, consultants, attorneys, accountants, agents brokers, finders and any other agents, representatives (the "Company Representatives") not or Affiliates to, directly immediately cease any discussions, negotiations or indirectly, take communications with any action to solicit, initiate, encourage party or facilitate the making of any Acquisition Proposal or any inquiry parties with respect thereto to any Competing Transaction. Catellus shall be responsible for any failure on the part of its officers, trustees, directors, employees, investment bankers, financial advisors, attorneys, accountants, brokers, finders and any other agents, representatives or engage in discussions or negotiations Affiliates to comply with any person with respect thereto or this Section 4.5(a). Catellus shall promptly request (if not previously requested) each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring (whether by merger, acquisition, stock sale, asset sale or otherwise) Catellus, any Acquisition Proposal Catellus Subsidiary or potential Acquisition Proposalany Catellus Joint Venture, disclose any nonpublic if any, to return or destroy all confidential information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or heretofore furnished to such party's knowledge, is considering making, any Acquisition Proposal, approve Person by or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company Catellus or otherwise, shall be deemed to be a breach of this Agreement by the Companyany Catellus Subsidiary or any Catellus Joint Venture.

No Solicitation of Transactions. (a) The Company Subject to Section 5.6, none of AMLI, AMLI LP or any other AMLI Subsidiary shall, nor shall notit authorize or permit, directly or indirectly, any officer, trustee, director, employee, agent, investment banker, financial advisor, attorney, accountant, broker, finder or other agent, representative or Affiliate of AMLI, AMLI LP or any other AMLI Subsidiary to initiate, solicit, encourage or facilitate (including by way of furnishing nonpublic information or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Competing Transaction (as defined herein), enter into discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Competing Transaction or release any Person from any standstill agreement or similar obligation to AMLI or any AMLI Subsidiary other than the automatic termination of standstill obligations pursuant to the terms of agreements as in effect as of the date hereof, by virtue of the execution and announcement of this Agreement. AMLI and AMLI LP shall, and shall cause its affiliates the other AMLI Subsidiaries, and its AMLI, AMLI LP and its affiliates' the other AMLI Subsidiaries shall, take all actions reasonably necessary to cause their respective officers, trustees, directors, employees, investment bankers, financial advisors, consultants, attorneys, accountants, agents brokers, finders and any other agents, representatives (the "Company Representatives") not or Affiliates to, directly immediately cease any discussions, negotiations or indirectly, take communications with any action to solicit, initiate, encourage party or facilitate the making of any Acquisition Proposal or any inquiry parties with respect thereto to any Competing Transaction. AMLI, AMLI LP and the AMLI Subsidiaries shall be responsible for any failure on the part of their respective officers, trustees, directors, employees, investment bankers, financial advisors, attorneys, accountants, brokers, finders and any other agents, representatives or engage in discussions or negotiations Affiliates to comply with any this Section 5.5(a). AMLI and AMLI LP shall promptly request each person with respect thereto or that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring (whether by merger, acquisition, stock sale, asset sale or otherwise) AMLI, AMLI LP or any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has madeother AMLI Subsidiary, or any material position of their assets, if any, to return all confidential information heretofore furnished to such party's knowledge, is considering making, any Acquisition Proposal, approve person by or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company AMLI, AMLI LP or otherwise, shall be deemed to be a breach of this Agreement by the Companyany other AMLI Subsidiary.

No Solicitation of Transactions. (a) The Company Each of Sirona and DENTSPLY shall immediately cease, and shall cause its respective Subsidiaries and Representatives to immediately cease, any discussions or negotiations with any Person that may be ongoing with respect to a Competing Proposal, or any proposal that could reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Sirona or DENTSPLY, as applicable, any confidential information that has been provided in any such discussions or negotiations. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 7, each of Sirona and DENTSPLY shall not, and shall cause its affiliates respective Subsidiaries and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or induce (including by way of furnishing information which has not been previously publicly disseminated), or take any other action designed to solicitfacilitate, initiate, encourage any inquiries or facilitate the making of any Acquisition proposal which constitutes, or could reasonably be expected to lead to, any Competing Proposal, or (ii) engage in any discussions or negotiations regarding any Competing Proposal; provided, however, that (x) such party may ascertain facts from the Person making an unsolicited Competing Proposal for the sole purpose of the Sirona Board or any inquiry the DENTSPLY Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the Sirona Shareholder Approval (in the case of Sirona) or the DENTSPLY Shareholder Approval (in the case of DENTSPLY) and following the receipt of a bona fide written Competing Proposal made after the date hereof that the Sirona Board or DENTSPLY Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or could reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the Sirona Board or the DENTSPLY Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect thereto to such Competing Proposal, as applicable, would be inconsistent with its fiduciary duties to Sirona’s shareholders or DENTSPLY’s shareholders, as applicable, under applicable Law, Sirona or DENTSPLY may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 5.4(c), (A) furnish information with respect to Sirona or DENTSPLY, as applicable, to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement, and (B) engage in discussions or negotiations with any person with respect thereto or in connection with any Acquisition Proposal or potential Acquisition such Person regarding such Competing Proposal. Except as expressly permitted by this Section 5.4, disclose any nonpublic information relating to it each of DENTSPLY and Sirona shall not, and shall cause their respective Subsidiaries and Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the Company Subsidiaries date, if any, on which this Agreement is terminated pursuant to Article 7, directly or afford access to the propertiesindirectly (1) approve, books endorse, recommend or records of it or the Company Subsidiaries to any person that has madeenter into, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or publicly propose to approve or recommendapprove, any Acquisition Proposal or approve or recommendendorse, or propose to approve or recommend, or execute recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal; (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the DENTSPLY Board or the Sirona Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be inconsistent with its fiduciary duties under applicable Law), or (4) propose to do any of the foregoing; provided. For the avoidance of doubt, however, that, nothing in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y5.4(a) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by shall relieve any party from its fiduciary duties obligations under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the CompanySection 5.6.

No Solicitation of Transactions. (a) The Company FFC shall immediately cease and cause to be terminated any existing discussions or negotiations relating to a Competing Proposal (as defined below), other than with respect to the Merger, with any parties conducted heretofore. FFC will not, directly or indirectly, and shall cause will instruct its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly, initiate, solicit or encourage (including by way of furnishing information or assistance), or take any other action to solicitfacilitate, initiate, encourage any inquiries or facilitate the making of any Acquisition Proposal proposal that constitutes, or may reasonably be expected to lead to, any inquiry with respect thereto Competing Proposal, or engage in enter into or maintain discussions or negotiations negotiate with any person with respect thereto in furtherance of or in connection with any Acquisition Proposal relating to such inquiries or potential Acquisition to obtain a Competing Proposal, disclose or agree to or endorse any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has madeCompeting Proposal, or authorize or permit any Representative of FFC or any of its subsidiaries to take any such party's knowledgeaction, is considering makingand FFC shall use its reasonable best efforts to cause the Representatives of FFC and the FFC Subsidiaries not to take any such action, and FFC shall promptly notify Associated if any Acquisition such inquiries or proposals are made regarding a Competing Proposal, approve or recommendand FFC shall keep Associated informed, or propose to approve or recommendon a current basis, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoingstatus and terms of any such proposals; provided, however, thatthat prior to such time as the shareholders of FFC shall have adopted and approved this Agreement in accordance with Wisconsin Law, nothing contained in the event that (x) the Company this Section 5.05 shall receive an Acquisition Proposal that prohibit the Board of Directors of the Company concludes FFC from (i), in good faith could result in connection with a Superior Proposal Competing Transaction (as defined below), furnishing information to, or entering into discussions or negotiations with, any person that was not solicited by it makes an unsolicited bona fide proposal to acquire FFC pursuant to a merger, consolidation, share exchange, business combination or other similar transaction, if, and did not otherwise result from a breach of this Section 7.04only to the extent that, (yA) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of FFC, after consultation with and based upon the Company advice of independent legal counsel, determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, faith that such action is required for the Board of Directors is required by of FFC to comply with its fiduciary duties under the Ohio Law to authorize the Company shareholders imposed by Wisconsin Law, (B) prior to participate in furnishing such information to, or entering into discussions or negotiations with, or provide such person, FFC provides written notice to Associated to the effect that it is furnishing information to, the party making the Acquisition Proposalor entering into discussions or negotiations with, and such person, (zC) the Company gives Parent written notice of its intention prior to do sofurnishing such information to such person, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the FFC receives from such person making such Acquisition Proposal pursuant to a customary an executed confidentiality agreement on with terms no less favorable to the Company FFC than those contained in the Letter Agreement Confidentiality Agreements, and (D) FFC keeps Associated informed, on a current basis, of the status and details of any such discussions or negotiations; or (ii) participate in discussions regarding such Acquisition Proposal. Any violation of complying with Rule 14e-2 promulgated under the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the CompanyExchange Act.

No Solicitation of Transactions. (a) The Company agrees that, from the date hereof until the earlier of the Effective Time or the date of termination of this Agreement, it shall not, and shall cause its affiliates Subsidiaries and its and Subsidiaries’ Representatives retained by it or any of its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Subsidiaries not to, directly or indirectly, take any action to solicit, initiate, knowingly encourage or facilitate knowingly facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the making of any Acquisition Proposal proposal or offer which constitutes, or may reasonably be expected to lead to, any inquiry proposal or offer with respect thereto to any Alternative Transaction, or negotiate or engage in discussions with any Person (other than Purchaser, Merger Sub or their respective Representatives) with respect to any Alternative Transaction; provided that, Company and its Representatives may contact any Person making such proposal and its Representatives to ascertain facts or clarify terms and conditions for the sole purpose of the Board of Directors of Company informing itself about such proposal and the Person that made it, and at any time prior to the adoption of this Agreement by Company’s stockholders (and in no event after the adoption of this Agreement by Company’s stockholders), Company may furnish information to, and negotiate or engage in discussions with, any party who delivers a bona fide written proposal for an Alternative Transaction which was made and not solicited, initiated, knowingly encouraged or knowingly facilitated by Company or its Representatives after the date hereof, if and so long as the Board of Directors of Company reasonably determines in good faith after consultation with its outside counsel that the failure to provide such information or engage in such negotiations or discussions is reasonably likely to be inconsistent with its fiduciary duties to the stockholders of Company under applicable Law and reasonably determines in good faith that such proposal is, or is reasonably likely to lead to a Superior Proposal. Company shall notify Purchaser promptly (but in any event within 48 hours) of any such inquiries, proposals or offers received by, or any such discussions or negotiations sought to be initiated or continued with, Company or any of its Subsidiaries or any of its or its Subsidiaries’ Representatives, indicating the name of such Person and providing to Purchaser a summary of the material terms of such proposal or offer for an Alternative Transaction. Prior to providing any information or data to, or entering into any negotiations or discussions with, any Person, or making any such recommendation, in connection with a proposal or offer for an Alternative Transaction, Company shall receive from such Person an executed confidentiality agreement containing terms and provisions at least as restrictive to Company than those contained in the Confidentiality Agreement (it being understood, however, that such confidentiality agreement need not contain any obligation precluding discussions or negotiations relating to the proposal or offer from such Person and shall not contain any provision that requires exclusive negotiations with such Person). Company agrees that it will keep Purchaser informed, on a prompt basis, of the status and material terms of any such proposals or offers and the status of any material developments in respect of any such discussions or negotiations and that it will deliver to Purchaser a summary of any material changes to any such proposals or offers and all nonpublic information being furnished to such Person that was not previously provided to Purchaser. On the date hereof, Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person Third Parties conducted prior to the date hereof with respect thereto or in connection with to any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access Alternative Transaction. Notwithstanding anything to the propertiescontrary contained herein, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that be permitted to terminate, amend, modify, waive or fail to enforce any provision of any confidentiality or standstill agreement to which it is a party if the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of consultation with its outside legal counsel, that, in light of this Acquisition Proposal, that the Board of Directors failure to take such action is required by reasonably likely to be inconsistent with its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant stockholders of Company under applicable Law and if Company terminates, similarly amends, waives, fails to a customary confidentiality agreement on terms no less favorable to enforce or similarly modifies the Company than those contained standstill provision in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the CompanyConfidentiality Agreement.

No Solicitation of Transactions. (a) The Company shall not, directly or indirectly, and shall cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly, take any action to solicit, initiateinitiate or encourage (including by way of furnishing nonpublic information), encourage any inquiries or facilitate the making of any Acquisition Proposal proposal or offer (including, without limitation, any inquiry with respect thereto proposal or engage in offer to its stockholders) that constitutes, or may reasonably be expected to lead to, any Company Competing Transaction, or enter into or maintain or continue discussions or negotiations negotiate with any person with respect thereto in furtherance of such inquiries or in connection with any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the obtain a Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has madeCompeting Transaction, or agree to such party's knowledge, is considering making, or endorse any Acquisition Proposal, approve or recommendCompany Competing Transaction, or propose to approve authorize or recommend, permit any Acquisition Proposal of Company's Representatives or approve or recommendsubsidiaries, or propose any Representative retained by Company's subsidiaries, to approve or recommend, or execute or enter into, take any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoingsuch action; provided, however, that, that nothing contained in this Section 6.04 shall prohibit the event that board of directors of Company (xi) from complying with Rule 14d-9 or 14e-2(a) promulgated under the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes Exchange Act with regard to a tender or exchange offer not made in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach violation of this Section 7.04, 6.04 or (yii) prior to receipt of the Requisite Shareholder Approvalapproval by the stockholders of Company of this Agreement and the Merger from providing information (subject to a confidentiality agreement at least as restrictive as the Confidentiality Agreement) in connection with, the Board and negotiating, another unsolicited, bona fide written proposal regarding a Company Competing Transaction that (i) Company's board of Directors of the Company determines directors shall have concluded in good faith, after receiving considering applicable state law, on the basis of advice of independent outside legal counselcounsel of nationally recognized reputation, thatthat failure to take such action would not be a proper exercise of the Company's board of directors' fiduciary duties to Company's stockholders under applicable law, (ii) if any cash consideration is involved, shall not be subject to any financing contingency, and with respect to which Company's board of directors shall have determined in light the proper exercise of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under to Company's stockholders that the Ohio Law to authorize acquiring party is capable of consummating such Company Competing Transaction on the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposalterms proposed, and (ziii) Company's board of directors shall have determined (based upon the Company gives Parent written notice opinion of Company's independent financial advisors of nationally recognized reputation) in the proper exercise of its intention fiduciary duties to do soCompany's stockholders that such Company Competing Transaction provides greater value to the stockholders of Company than 39 the Merger (and Company's independent financial advisors of nationally recognized reputation opine in writing that such Company Competing Transaction is superior from a financial point of view) (any such Company Competing Transaction being referred to herein as a "Company Superior Proposal"). Company shall notify Parent promptly if any proposal or offer, the Company may (i) furnish information or any inquiry or contact with any person with respect thereto, regarding a Company Competing Transaction is made, such notice to it and include the Company Subsidiaries to identity of the person making such Acquisition Proposal pursuant proposal, offer, inquiry or contact, and the terms of such Company Competing Transaction. Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a customary Company Competing Transaction. Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person which it is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Companyparty.

No Solicitation of Transactions. (a) The Company Until the earlier of the Closing and termination of this Agreement pursuant to Article VIII, the Sellers agree that they shall not, and shall cause the Company, any of its affiliates Subsidiaries and its and its affiliates' officerstheir respective Representatives (including any investment banker, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives"attorney or accountant retained by any Group Company) not to, in each case, directly or indirectly, take any action to (i) solicit, initiateinitiate or knowingly encourage, encourage enter into, maintain or facilitate the making of any Acquisition Proposal or any inquiry with respect thereto or engage in continue discussions or negotiations with any person with Third Party in respect thereto of, or in connection with take any Acquisition Proposal or potential Acquisition Proposalother action to knowingly facilitate, disclose any nonpublic information relating to it inquiries or the Company Subsidiaries making of any proposal or afford access offer (including any proposal or offer to the properties, books or records of it or the Company Subsidiaries to any person its shareholders) that has madeconstitutes, or that in the Sellers’ good faith judgment could reasonably be expected to such party's knowledge, is considering makinglead to, any Acquisition Proposalpurchase, approve merger or recommendacquisition of the Company’s or any Group Company’s Equity Securities, (ii) agree to, approve, endorse, recommend or propose to approve consummate any purchase, merger or recommend, acquisition of the Company’s or any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute Group Company’s Equity Securities or enter into, into any letter of intent, agreement in principleintent or Contract or commitment contemplating or otherwise relating to any purchase, merger agreementor acquisition of the Company’s or any Group Company’s Equity Securities, acquisition agreement(iii) grant any waiver, option agreement amendment or other release under any standstill, confidentiality or similar agreement or propose Takeover Statute (and the Sellers shall promptly take all action necessary to do terminate or cause to be terminated any such waiver previously granted with respect to any provision of any such confidentiality, standstill or similar agreement or Takeover Statute and to enforce each such confidentiality, standstill and similar agreement), (iv) engage in any act or inaction that will materially impair or is reasonably expected to materially impair the value of the Group Companies, (v) unilaterally terminate or withdraw from this Agreement and the Transactions, or seek such termination or withdrawal other than pursuant to Section 8.03, or (vi) authorize or permit any of the foregoing; providedRepresentatives of the Sellers, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Board or any of Directors of the Company concludes its Subsidiaries to take any action set forth in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach clauses (i) – (v) of this Section 7.046.02. The Sellers shall not, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of and shall cause the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by and its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information Subsidiaries not to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information enter into any confidentiality agreement with respect to it and the Company Subsidiaries any Third Party subsequent to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach date of this Agreement by which prohibits the CompanyCompany from providing such information to the Purchaser.

No Solicitation of Transactions. (a) The Company shall notagrees that neither it nor any of its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Subsidiaries’ Representatives not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or take any other action designed to, or which could reasonably be expected to, facilitate an Acquisition Proposal or the making, submission or announcement of, any Acquisition Proposal, (ii) participate or engage in any discussions or negotiations regarding, or furnish to any person any nonpublic information with respect to, or take any other action to solicit, initiate, encourage facilitate any inquiries or facilitate the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal or any inquiry with respect thereto or Proposal, (iii) engage in discussions or negotiations with any person with respect thereto to any Acquisition Proposal, except to notify such person as to the existence of these provisions, (iv) approve, endorse or in connection recommend any Acquisition Proposal with respect to it, or (v) enter into any letter of intent or similar document or any agreement, commitment or understanding contemplating or otherwise relating to any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoinga transaction contemplated thereby; provided, howeverthat so long as there has been no breach of this Section 5.5(a), thatthe Company may, in the event that (x) the Company shall receive response to an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it after the date hereof and did otherwise in compliance with the obligations under Section 5.5(c), participate in discussions or negotiations with, request clarifications from, or furnish information to, any person which makes such Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement containing customary terms and conditions; provided, that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions of the Confidentiality Agreement, or omits restrictive provisions contained in the Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to be automatically amended to contain in substitution for such comparable provisions such less restrictive provisions, or to omit such restrictive provisions, as the case may be, and in connection with the foregoing, the Company agrees not otherwise result from a breach to waive any of this Section 7.04the provisions in any such confidentiality agreement without waiving the similar provisions in the Confidentiality Agreement to the same extent, (yB) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company Board reasonably determines in good faith, after receiving the advice of consultation with its outside legal counsel (which may be its current outside legal counsel) and financial advisor (which may be its current outside financial advisor), thatthat such Acquisition Proposal could reasonably be expected to lead to a Superior Proposal and (C) the Company Board reasonably determines in good faith, in light of this Acquisition Proposalafter consultation with its outside legal counsel (which may be its current outside legal counsel), the Board of Directors is required by that failure to take such actions would be inconsistent with its fiduciary duties under the Ohio Law applicable Law. The Company shall immediately terminate, and shall cause its Subsidiaries and use its reasonable best efforts to authorize the Company cause its and its Subsidiaries’ Representatives to participate in such immediately terminate, all discussions or negotiations withnegotiations, if any, with any third party with respect to, or provide such information to, the party making the any that could reasonably be expected to lead to an Acquisition Proposal, . The Company shall promptly (and in any event within two (z2) the Company gives Parent written notice business days) request that each person which has heretofore executed a confidentiality agreement with it or any of its intention to do so, the Company may (i) furnish information Subsidiaries or any of its or its Subsidiaries’ Representatives with respect to it and the Company Subsidiaries to the person making such person’s consideration of a possible Acquisition Proposal pursuant immediately return or destroy all confidential information heretofore furnished to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Companyits Representatives.

No Solicitation of Transactions. (a) The Company shall notCompany, and shall cause its affiliates and its and its affiliates' their respective officers, directors, employees, financial advisorsrepresentatives and agents shall immediately cease any existing discussions or negotiations, consultantsif any, attorneys, accountants, agents and other representatives (the "Company Representatives") not to, directly or indirectly, take with any action to solicit, initiate, encourage or facilitate the making of any Acquisition Proposal or any inquiry parties conducted heretofore with respect thereto to any Takeover Proposal (as hereinafter defined). The Company, its Subsidiaries, directors, employees, representatives and agents may furnish information and access, in each case only in response to a request for such information or engage in discussions or negotiations with any person with respect thereto or in connection with any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has mademade after the date hereof which was not initiated, solicited or knowingly encouraged by the Company or any of its affiliates or any of its or their respective officers, directors, employees, representatives or agents after the date hereof (with respect to confidential information, pursuant to appropriate confidentiality agreements), and may participate in discussions and negotiate with such party's knowledge, is considering making, entity or group concerning any Acquisition Takeover Proposal, approve only if such entity or recommend, or propose group has submitted a bona fide proposal to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it relating to any such transaction and did not otherwise result from a breach of this Section 7.04, (ya) prior to receipt of the Requisite Shareholder Approval, if the Board of Directors of the Company determines in good faith, after receiving advice from its independent financial advisor, that such entity or group has submitted to the advice of outside legal counselCompany a Takeover Proposal which is reasonably likely to be a Superior Proposal (as hereinafter defined), that, in light of this Acquisition Proposal, and (b) if the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize of the Company determines, in its good faith judgment, based on the opinion of outside legal counsel to the Company, that failing to take such action would constitute a breach of such Board's fiduciary obligations under applicable law. The Company shall promptly notify Parent if any proposal or offer, or any inquiry or contact with any person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the offeror and the terms and conditions of any proposal or offer, or any such inquiry or contact. The Company will promptly provide to Parent any non-public information concerning the Company or its Subsidiaries provided to any other person which was not previously provided to Parent. The Company shall keep Parent promptly advised of all developments which could reasonably be expected to culminate in the Board of Directors withdrawing, modifying or amending its recommendation of the Offer, the Merger and other transactions contemplated by this Agreement. Except as set forth in this Section 7.2, neither the Company nor any of its affiliates, nor any of its or their respective officers, directors, employees, representatives or agents, shall, directly or indirectly, knowingly encourage or solicit, participate in such or initiate discussions or negotiations with, or provide such any information to, the party making the Acquisition any corporation, partnership, person or other entity or group (other than Parent and Purchaser, any affiliate or associate of Parent and Purchaser, or any designees of Parent or Purchaser) concerning any Takeover Proposal; provided, and (z) that nothing in this Section 7.2 shall prevent the Company gives Parent written notice or the Board of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf Directors of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company.from

No Solicitation of Transactions. (a) The None of the Company or any Company Subsidiary shall, or shall not, and shall cause authorize or permit any of its affiliates and its and its affiliates' officers, directors, employeesdirectors or employees or any investment banker, financial advisorsadvisor, consultantsattorney, attorneys, accountants, agents and accountant or other representatives (representative or agent retained by the "Company Representatives") not or any Company Subsidiary to, directly initiate or indirectlysolicit or encourage (including by way of furnishing non-public information), or take any other action to solicitfacilitate, initiate, encourage any inquiries or facilitate the making of any Acquisition Proposal proposal that constitutes, or may reasonably be expected to lead to, any inquiry with respect thereto Third Party Transaction (as such term is defined below in this Section 5.5), or engage in enter into or maintain or continue discussions or negotiations negotiate with any person with respect thereto or entity in connection with any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records furtherance of it or the Company Subsidiaries to any person that has made, such inquiries or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoingobtain a Third Party Transaction; provided, however, that, in commencing 120 days after the event that (x) date of this Agreement and continuing until the Closing Date, the Company shall receive an Acquisition Proposal that may, and may authorize and permit its officers, directors, employees or agents to, furnish or cause to be furnished confidential or other non-public information and may participate in such discussions and negotiations if the Company's Board of Directors of (A) is advised in writing by independent outside counsel to the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior the failure to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company furnish such confidential or other non-public information or to participate in such discussions or and negotiations with, or provide would cause the members of the Board of Directors to breach such information to, the party making the Acquisition Proposal, fiduciary duties as are applicable under Ohio law and (zB) concludes based on such advice that the Company gives Parent written notice failure to furnish such confidential or other non-public information or to participate in such discussions and negotiations would cause the members of its intention such Board of Directors to do sobreach such fiduciary duties as are applicable under Ohio law; provided, further, however, that at least 72 hours prior to furnishing any such confidential or other non-public information, the Company may (i) shall furnish copies of all such information to Acquiror, together with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions any inquiries, proposals, bids, offers or other documentation received by the Company Representativesfrom the party or parties to whom such confidential or other non-public information is to be furnished by the Company and information as to the identity of such party or parties. Except in circumstances in which the immediately preceding proviso applies, whether in which event such proviso shall govern, the Company shall immediately notify Acquiror orally and in writing of all relevant details relating to all proposals which it or not such person is so authorized and whether any Company Subsidiary or not any such person officer, director, employee, investment banker, financial advisor, attorney, accountant or other representative may receive relating to any of such matters and, if such inquiry or proposal is purporting to act on behalf of in writing, the Company shall forthwith deliver to Acquiror a copy of such inquiry or otherwise, shall be deemed to be a breach of this Agreement by the Companyproposal.

No Solicitation of Transactions. (a) The Company shall notNotwithstanding anything to the contrary contained in this Agreement but subject to Section 7.3(e) and Section 7.3(g), during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on December 31, 2016 (the “Go Shop Period End Time”), REIT I, the REIT I Subsidiaries and their respective Representatives may and shall cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (have the "Company Representatives") not right to, directly or indirectly: (i) initiate, take any action to solicit, initiate, encourage or facilitate any inquiries or the making of any proposal, offer or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal Proposal, including by way of (A) contacting third parties, (B) broadly disseminating public disclosure or (C) providing access to the properties, offices, assets, books, records and personnel of REIT I and the REIT I Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements; provided, however, that REIT I has previously or contemporaneously furnished, made available or provided access to such non-public information to REIT II; (ii) enter into, continue or otherwise participate in any inquiry with respect thereto or engage in discussions or negotiations with any person with respect thereto Person relating to, or in connection with any Acquisition Proposal furtherance of such inquiries, proposals, offers or potential other actions or to obtain, an Acquisition Proposal, disclose ; (iii) release any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has madePerson from, or to such party's knowledge, is considering makingrefrain from enforcing, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option standstill agreement or other similar agreement obligation to REIT I or propose to do any of the foregoingREIT I Subsidiaries; and (iv) disclose to the stockholders of REIT I any information required to be disclosed under applicable Law; provided, however, that, that in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach case of this Section 7.04clause (iv), (y) prior to receipt the extent any such disclosure addresses the approval, recommendation or declaration of advisability by the Requisite Shareholder Approval, the REIT I Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of with respect to this Agreement or an Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, disclosure shall be deemed to be a breach an Adverse Recommendation Change (as defined in Section 7.3(b) below) if not accompanied by an express public re-affirmation of the REIT I Board Recommendation. For purposes of this Agreement by Agreement, the Companyterm “Go Shop Bidder” shall mean any Person (including its controlled Affiliates and Representatives) that submits a proposal or offer regarding an Acquisition Proposal not later than the Go Shop Period End Time that has not been withdrawn and that the REIT I Special Committee determines prior to the Go Shop Period End Time (or in the case of any Acquisition Proposal received less than five (5) Business Days before the date of the Go Shop Period End Time, not later than five (5) Business Days after the Go Shop Period End Time), has resulted in, or would be reasonably expected to result in, a Superior Proposal (as defined below) (such Person, a “Go Shop Bidder”); provided, that a Go Shop Bidder shall cease to be a Go Shop Bidder if the negotiations between REIT I and such Go Shop Bidder with respect to the Acquisition Proposal that resulted in such Go Shop Bidder becoming a Go Shop Bidder shall have been terminated. No later than two (2) Business Days after the Go Shop Period End Time, REIT I shall notify REIT II in writing of the identity of each Go Shop Bidder and provide to REIT II (x) a copy of any related Acquisition Proposal made in writing and any other written material terms or proposals provided (including, to the extent not included therein, a copy of the acquisition agreement and any related transaction documents and financing commitments, if any) to REIT I or any REIT I Subsidiary and (y) a written summary of the material terms of any related Acquisition Proposal not made in writing (including any material terms proposed orally or supplementally).

No Solicitation of Transactions. (a) The Subject to Section 5.4(b), from and after the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VII, the Company shall not, and shall cause its affiliates the Company Subsidiaries and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly, take any action to solicit, : (i) initiate, solicit or knowingly encourage (including by way of providing information) or facilitate the making submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or would reasonably be expected to lead to, any Acquisition Proposal or any inquiry with respect thereto or engage in any discussions or negotiations or otherwise cooperate with or assist or participate in or facilitate any person with respect thereto such inquiries, proposals, offers, discussions or negotiations, (ii) furnish to any Person any nonpublic information in connection with any an Acquisition Proposal or potential any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, (iii) approve or recommend, or publicly propose to approve or recommend, any an Acquisition Proposal Proposal, (iv) withdraw, change, amend, modify or approve or recommendqualify, or propose publicly to approve withdraw, change, amend, modify or recommendqualify, in a manner adverse to Parent or execute or Merger Sub, the Company Board Recommendation, (v) enter intointo any merger agreement, any letter of intent, agreement in principle, merger share purchase agreement, acquisition asset purchase agreement, share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or (vi) resolve, propose or agree to do any of the foregoing; provided, however, that, foregoing (any action or failure to act set forth in the event that foregoing clauses (xiii) the or (iv), a “Change of Board Recommendation”). The Company shall receive an Acquisition Proposal that immediately cease and cause to be terminated any activities, discussion or negotiation with any Persons conducted theretofore by the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do soCompany, the Company may (i) furnish information Subsidiaries or any Company Representatives with respect to it and the Company Subsidiaries to the person making such any Acquisition Proposal pursuant and request to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions be returned or destroyed all confidential information provided by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed any Company Subsidiary to be a breach of this Agreement by the Companysuch Person.

No Solicitation of Transactions. (a) The Company Except as expressly permitted by this Section 7.3, Terra BDC and the Terra BDC Advisor shall not, and Terra BDC shall cause its affiliates each of the Terra BDC Subsidiaries not to, and its shall instruct and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") use their commercially reasonable efforts to cause their respective Representatives not to, directly or indirectly, take any action to (i) solicit, initiate, initiate or knowingly encourage or facilitate any inquiry, proposal or offer with respect to, or the announcement, making of or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Terra REIT or its Representatives) any non-public information or data in furtherance of, any Acquisition Proposal or any inquiry with respect thereto inquiry, proposal or engage in discussions or negotiations with any person with respect thereto or in connection with offer that is reasonably likely to lead to any Acquisition Proposal (other than, in response to an unsolicited Acquisition Proposal or potential Acquisition Proposalany unsolicited inquiry, disclose any nonpublic information relating proposal or offer that is reasonably likely to it or the Company Subsidiaries or afford access lead to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, refer the inquiring Person to this Section 7.3 and to request clarification of the terms and conditions of any Acquisition Proposal or approve or recommendso as to determine whether the terms and conditions of such Acquisition Proposal constitutes, or propose could reasonably be expected to approve or recommendlead to, or execute or a Superior Proposal), (iii) enter into, into any letter of intent, agreement in principledefinitive acquisition agreement, merger agreement, acquisition share exchange agreement, consolidation agreement, option agreement, joint venture agreement or partnership agreement (including any letter of intent or agreement in principle) (each, an “Alternative Acquisition Agreement”) relating to any Acquisition Proposal (other similar than an Acceptable Confidentiality Agreement pursuant to this Section 7.3(a)), (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute or (v) agree, approve, recommend or propose to do any of the foregoing; provided. Terra BDC and the Terra BDC Advisor shall, however, that, in the event that (x) the Company and shall receive an Acquisition Proposal that the Board of Directors cause each of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it Terra BDC Subsidiaries, and did not otherwise result from a breach of this Section 7.04shall use their commercially reasonable efforts to cause their Representatives to, (yA) prior immediately cease and cause to receipt of be terminated all existing negotiations with any Person and its Representatives (other than the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Terra REIT or its Representatives) conducted heretofore with respect to any Acquisition Proposal, the Board (B) enforce any confidentiality or standstill agreement or provisions of Directors similar effect to which Terra BDC or any Terra BDC Subsidiary is required by its fiduciary duties under the Ohio Law a party or of which Terra BDC or any Terra BDC Subsidiary is a beneficiary with regards to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the any Acquisition Proposal, and (zC) request the Company gives Parent written notice prompt return or destruction, to the extent permitted by any confidentiality agreement, of all non-public information or data previously furnished to any such Person and its intention to do so, the Company may (i) furnish information Representatives with respect to it any Acquisition Proposal and immediately terminate all physical and electronic data room access previously granted to any such Person, its subsidiaries or any of their respective Representatives with respect to any Acquisition Proposal. Notwithstanding the Company Subsidiaries foregoing, if, at any time following the date of this Agreement and prior to obtaining the Stockholder Approvals, (1) Terra BDC receives a written Acquisition Proposal that was not the result of a violation of this Section 7.3(a) and (2) the Terra BDC Board (based on the recommendation of the Terra BDC Special Committee) determines in good faith (after consultation with outside counsel and a financial advisor) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and determines in good faith (after consultation with outside counsel) that its failure to take such action would be inconsistent with the duties of the Terra BDC directors under applicable Law, then Terra BDC may (and may authorize any Terra BDC Subsidiary and its Representatives to), after notifying Terra REIT of such determination, (x) furnish non-public information or data with respect to itself and its subsidiaries to the person Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement on terms no less favorable an Acceptable Confidentiality Agreement; provided, that (i) any non-public information or data provided to any such Person given such access shall have previously been provided to Terra REIT or shall be provided (to the Company than those contained in extent permitted by applicable Law) to Terra REIT prior to or substantially concurrently with the Letter Agreement time it is provided to such Person and (ii) no non-public information or data with respect to Terra REIT shall be provided to any such Person, and (y) participate in discussions and negotiations with the Person making such Acquisition Proposal (and such Person’s Representatives) regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company.

No Solicitation of Transactions. (a) The Company shall notCompany, and shall cause its affiliates and its and its affiliates' their respective officers, directors, employees, financial advisorsrepresentatives and agents (i) shall immediately cease any existing discussions or negotiations, consultantsif any, attorneyswith any parties with respect to any acquisition (other 37 than the transactions contemplated by this Agreement) of all or any material portion of the assets of, accountantsor any equity interest in, agents and other representatives the Company or any of the Company Subsidiaries or any business combination with the Company or any of the Company Subsidiaries, (the "Company Representatives"ii) not toshall not, directly or indirectly, take any action to solicit, initiate, encourage encourage, or facilitate the making of furnish information in response to any inquiries or proposals that constitute, or could reasonably be expected to lead to, an Acquisition Proposal or any inquiry with respect thereto or Transaction, (iii) shall not engage in negotiations or discussions concerning, or negotiations with provide any person with respect thereto or in connection with any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic non-public information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering makingentity relating to, any Acquisition ProposalTransaction, or (iv) shall not agree to, approve or recommend, or propose to approve or recommend, recommend any Acquisition Proposal Transaction; except, with respect to clauses (ii) (as to the furnishing of information only), (iii) and (iv), where any such person or approve or recommend, or propose entity has submitted a written proposal to approve or recommend, or execute or enter into, any letter the Company's Board of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose Directors relating to do any an Acquisition Transaction and the Company's Board of Directors has received the written opinion of Irell & Manexxx XXX to the effect that the failure of the foregoing; providedCompany's Board of Directors to so act would constitute a violation of the Board of Directors' fiduciary responsibilities to the holders of the Company Common Stock under applicable law (it being understood that for this purpose, however, that, the failure to respond to an Acquisition Proposal which in the event that (x) judgment of the Company's Board of Directors and BZW is superior, from a financial point of view, to the Company's stockholders may be deemed to be a breach of such fiduciary duty). If the Company shall nevertheless receive an any indications of interest or proposals with respect to any Acquisition Proposal that Transactions, it shall provide a copy of any such written proposal to Purchaser immediately after receipt thereof by the Company or any of its representatives or agents, shall notify Parent immediately if any such proposal (whether oral or written) is made and shall keep Parent promptly advised of all developments which could reasonably be expected to culminate in the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04withdrawing, (y) prior to receipt modifying or amending its recommendation of the Requisite Shareholder ApprovalOffer, the Board of Directors of Merger and the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of other transactions contemplated by this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do soAgreement. Except with Parent's consent, the Company may (i) furnish information with respect agrees not to it and release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company Subsidiaries to the person making such Acquisition Proposal pursuant to is a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Companyparty.

No Solicitation of Transactions. (a) The Company shall notagrees that, from and after the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, neither it nor any Company Subsidiary shall, and that it shall cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "each Company Representatives") Subsidiary's Representatives not to, directly or indirectly, take any action to solicit, initiate, solicit or encourage any inquiries or facilitate the making of any proposal, or offer with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase or sale of all or any significant portion of the assets or 20% or more of the equity securities of, the Company or any Company Subsidiary (any such proposal or offer being hereinafter referred to as a "Company Acquisition Proposal"). The Company further agrees that neither it nor any Company Subsidiaries shall, and that it shall cause its and each Company Subsidiary's Representatives not to, directly or indirectly, have any discussion with or provide any confidential information or data relating to the Company or any Company Subsidiary to any Person relating to a Company Acquisition Proposal or any inquiry with respect thereto or engage in discussions any negotiations concerning a Company Acquisition Proposal, or negotiations with otherwise facilitate any person with respect thereto effort or in connection with any attempt to make or implement a Company Acquisition Proposal or potential accept a Company Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, that nothing contained in the event that (xthis Section 6.04(a) shall prevent the Company shall receive an Acquisition Proposal that the Board of Directors of or the Company concludes in good faith could result in Board from (i) complying with Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate ; (ii) engaging in such any discussions or negotiations with, or provide such providing any information to, any Person in response to an unsolicited written Company Acquisition Proposal by any such Person; or (iii) recommending such an unsolicited written Company Acquisition Proposal to the party making the Acquisition Proposalholders of Company Common Stock if, and in any such case as is referred to in clause (zii) or (iii), (A) the Company gives Parent written notice Board concludes in good faith (after consultation with its financial advisors) that such Company Acquisition Proposal would, if consummated, result in a transaction more favorable to holders of Company Common Stock than the transaction contemplated by this Agreement (any such more favorable Company Acquisition Proposal being referred to in this Agreement as a "Company Superior Proposal"), (B) the Company Board determines in good faith after consultation with independent legal counsel (who may be the Company's regularly engaged independent legal counsel) that such action could reasonably be deemed to be necessary for it to act in a manner consistent with its intention fiduciary duties under applicable Law, (C) prior to do soproviding any information or data regarding the Company or any Company Subsidiary to any Person or any of such Person's Representatives in connection with a Company Superior Proposal by such Person, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making receives from such Acquisition Proposal pursuant to a customary Person an executed confidentiality agreement on terms no less favorable to the Company than at least as restrictive on such Person as those contained in the Letter Confidentiality Agreement and (iiD) participate prior to providing any information or data to any Person or any of such Person's Representatives or entering into discussions or negotiations with any Person or any of such Person's Representatives in connection with a Company Superior Proposal by such Person, the Company notifies Parent promptly of the receipt of such Company Superior Proposal indicating, in connection with such notice, the name of such Person and attaching a copy of the proposal or offer or providing a complete written summary thereof. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions regarding such or negotiations with any parties conducted heretofore with respect to any Company Acquisition Proposal. Any violation The Company agrees that it shall keep Parent informed, on a current basis, of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized status and whether or not terms of any such person is purporting proposals or offers and the status of any such discussions or negotiations. The Company agrees that it will take the necessary steps to act on behalf promptly inform each Company Subsidiary and each Representative of the Company or otherwise, shall be deemed to be a breach any Company Subsidiary of the obligations undertaken in this Agreement by the CompanySection 6.04(a).

No Solicitation of Transactions. (a) The Company and its Subsidiaries shall, and the Company and its Subsidiaries shall cause each of their respective officers, directors and employees to, and shall direct each of their respective investment bankers, attorneys or other advisors or representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations with any Third Party existing on the date hereof with respect to any Acquisition Proposal. The Company shall not, and nor shall cause it permit any of its affiliates and Subsidiaries to, nor shall it authorize or knowingly permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its and its affiliates' officersSubsidiaries to, directors(i) solicit or initiate, employeesor take any action to knowingly encourage, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") not tofacilitate or induce, directly or indirectly, take any action inquiries relating to, or the submission of, any proposal or offer, whether in writing or otherwise, from any Person other than Parent, Merger Sub or any Affiliates thereof (a “Third Party”) to solicitacquire beneficial ownership (as determined under Rule 13d-3 of the Exchange Act) of all or more than fifteen percent (15%) of the consolidated assets of the Company and its Subsidiaries, initiatetaken as a whole, encourage or facilitate assets to which fifteen percent (15%) or more of the making consolidated revenues or net income of the Company and its Subsidiaries is attributable, or fifteen percent (15%) or more of any class of voting Company Capital Stock pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale or license of assets, tender offer, exchange offer, similar transaction or series of related transactions or otherwise (an “Acquisition Proposal”); (ii) participate in any discussions or negotiations regarding any Acquisition Proposal or any inquiry with respect thereto or engage in discussions or negotiations with any person with respect thereto or in connection with any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating (other than solely to it or the Company Subsidiaries or afford access to the properties, books or records clarify terms of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal received after the date hereof that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.047.3), or furnish to any Person any non-public information or data with respect to or access to the properties of the Company in connection with an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger and the other transactions contemplated hereby; (iv) make a Board Recommendation Change; or (v) fail to include the Company Board Recommendation in the Proxy Statement. Notwithstanding the foregoing sentence or any other provision of this Agreement, if, (yA) after the date hereof and prior to the receipt of the Requisite Shareholder Company Stockholder Approval, the Board Company receives a bona fide Acquisition Proposal by a Third Party and such Acquisition Proposal did not result from a breach of Directors of this Section 7.3, (B) the Company Board determines in good faithfaith (after consultation with, after receiving and taking into account the advice of of, its outside financial advisors and outside legal counsel, that, in light of this ) that such Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations withProposal constitutes, or provide such information to, the party making the would reasonably be expected to lead to a Superior Acquisition Proposal, and (zC) the Company gives Parent written notice receives from such Third Party an executed confidentiality agreement having provisions that are no less restrictive in the aggregate than those of its intention to do sothe Confidentiality Agreement, then the Company may may, in response to such Acquisition Proposal, subject to compliance with this Section 7.3 and after giving notice to Parent, (ix) furnish information or data or access with respect to the Company and its Subsidiaries to, and (y) participate in discussions and negotiations directly or through its representatives with, such Third Party; provided, that the Company shall promptly (but in no event later than 24 hours) provide or make available, to the extent not previously provided or made available to Parent or its representatives, any non-public information with respect to it and the Company or any of its Subsidiaries that is provided to the person Third Party making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to Proposal; provided, further, however, that nothing in this Section 7.3 shall require the Company than those contained in to provide or make available to Parent information that it is not legally permitted to disclose or the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation disclosure of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not which would contravene any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Companyapplicable Law.

No Solicitation of Transactions. (a) The Company From the date of this Agreement until the Expiration Time, each of the Stockholders severally and not jointly, agrees that such Stockholder shall not, and shall cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly(a) initiate, take any action to solicit, initiatefacilitate or encourage (including by way of furnishing non-public information), encourage whether publicly or otherwise, any inquiries with respect to, or the making of, any Company Acquisition Proposal, (b) engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any Confidential Information or data to, any person relating to a Company Acquisition Proposal, (c) enter into, engage in and maintain discussions or negotiations with respect to any Company Acquisition Proposal (or inquiries, proposals or offers or other efforts that would reasonably be expected to lead to any Company Acquisition Proposal) or otherwise cooperate with or assist or participate in, or facilitate or encourage any such inquiries, proposals, offers, efforts, discussions or negotiations, (d) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities or the making Company, (e) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal, (f) approve, endorse, recommend, execute or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Company Acquisition Proposal or any inquiry with respect thereto proposal or engage in offer that could reasonably be expected to lead to a Company Acquisition Proposal, or (G) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives to take any such action. Each Stockholder shall, and shall instruct and cause its Representatives, to immediately cease any solicitations, discussions or negotiations with any person with respect thereto or (other than the parties to the BCA and their respective Representatives) in connection with a Company Acquisition Proposal. Each Stockholder also agrees that it will promptly request each person (other than the parties to the BCA and their respective Representatives) that has prior to the date of this Agreement executed a confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all Confidential Information furnished to such person by or on behalf of it prior to the date of this Agreement. Each Stockholder shall promptly notify Kcompany (and in any event within twenty-four (24) hours) of the receipt of any Company Acquisition Proposal by such Stockholder after the date of this Agreement, which notice shall identify the third party making any Company Acquisition Proposal and shall include a summary of the material terms and conditions of any material developments, discussions or potential negotiations in connection therewith, and any material modifications to the financial or other terms and conditions of any such Company Acquisition Proposal. Notwithstanding the foregoing, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to such Stockholder may inform any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any making an unsolicited proposal regarding a Company Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach terms of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal4. Any violation of the foregoing restrictions set forth in this Section 4 by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf Representative of the Company or otherwise, a Stockholder shall be deemed to be a breach of this Agreement Section 4 by the Companysuch Stockholder.

No Solicitation of Transactions. (a) The Company agrees that (i) it and its officers and directors shall not, (ii) its Subsidiaries and its Subsidiaries' officers and directors shall not and (iii) it shall cause its affiliates and its and its affiliatesSubsidiaries' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly, (A) solicit, initiate or knowingly encourage, or take any other action to solicitknowingly facilitate, initiate, encourage or facilitate the making of any Acquisition proposal that constitutes or is reasonably likely to lead to a Takeover Proposal (other than contacting or engaging in discussions with the Person making a Takeover Proposal or its representatives for the sole purpose of clarifying such Takeover Proposal) or (B) enter into, continue or otherwise participate in any inquiry with respect thereto or engage in discussions or negotiations with regarding, or furnish to any person Person any confidential information with respect thereto to or in connection with that could reasonably be expected to lead to, any Acquisition Takeover Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, (C) approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or publicly propose to approve or recommend, or cause or permit the Company or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Takeover Proposal, other than any confidentiality agreement referred to in this Section 5.6(a). The Company shall, and shall cause its Subsidiaries and direct its Representatives to, immediately cease and cause to be terminated all then existing discussions and negotiations with any Person conducted theretofore with respect to any Takeover Proposal, shall terminate data room access of all such Persons and shall request the prompt return or propose destruction of all confidential information previously furnished in connection therewith. Notwithstanding the foregoing or anything else in this Agreement to do the contrary, at any of time prior to obtaining the foregoing; provided, however, thatCompany Required Vote, in response to an unsolicited bona fide written Takeover Proposal, if the event that Company has not breached its obligations under this Section 5.6 and if the Company Board of Directors determines (x) after consultation with, and taking into account the Company shall receive an Acquisition advice of, its financial advisor and outside counsel, that such Takeover Proposal that the Board of Directors of the Company concludes in good faith could result in constitutes or is reasonably likely to lead to a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approvalafter consultation with, the Board of Directors of the Company determines in good faith, after receiving and taking into account the advice of of, its outside legal counsel, that, in light of this Acquisition Proposal, that the Board of Directors is required by failure to take such action would be inconsistent with its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do soapplicable Law, the Company may (iand may authorize and permit its Subsidiaries, directors, officers, employees and Representatives to), subject to compliance with Section 5.6(d), (A) furnish information with respect to it and the Company and its Subsidiaries to the person Person making such Acquisition Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement on terms no less favorable containing confidentiality provisions substantially similar to the Company than those contained set forth in the Letter Agreement Confidentiality Agreement, provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrently with the time it is provided to such Person, and (iiB) participate in discussions and negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Acquisition Takeover Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company.

No Solicitation of Transactions. (a) The Company shall During the period following the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with Section 10.1, the Sellers will not, and shall will cause its affiliates the Company, each Company Subsidiary and its their respective Affiliates and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly, take any action to : (i) solicit, initiate, induce, encourage or facilitate any inquiries, indication of interest, proposal or offer with respect to, or the making making, submission or announcement of, any indication of interest, proposal or offer for an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal Proposal; (iii) furnish any information or data regarding the Sellers, the Company or the Company Subsidiaries to, or afford access to the properties, books and records of the Sellers, the Company or the Company Subsidiaries to, any inquiry Person (other than the Purchaser or its Affiliates) in connection with respect thereto or in response to any Acquisition Proposal; (iv) engage in discussions or negotiations with any person Person with respect thereto to any Acquisition Proposal; (v) approve, adopt, endorse or recommend any Acquisition Proposal; or (vi) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating, relating to or in connection with any Acquisition Proposal or potential transaction contemplated thereby or any proposal that may lead to an Acquisition ProposalProposal or that requires the Sellers, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has madeabandon, terminate or to such party's knowledgebreach its respective obligations hereunder; or (vii) resolve, is considering making, any Acquisition Proposal, approve propose or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose agree to do any of the foregoing; provided, however, that, in the event that (x) . The Sellers and the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it will immediately cease and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposalterminate, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it shall cause their respective Affiliates and Representatives and the Company Subsidiaries to the person making such cease and terminate, any and all existing activities, discussions or negotiations with any Person with respect to any Acquisition Proposal pursuant or (as applicable) received from any third party. The Company and the Sellers shall, upon the written request of the Purchaser and to the extent not previously performed prior the date hereof, instruct each Person which has heretofore executed a customary confidentiality agreement on terms no less favorable relating to an Acquisition Proposal with or for the benefit of the Sellers, the Company than those contained in or the Letter Agreement and Company Subsidiaries (ii) participate in discussions regarding such Acquisition Proposal. Any violation excluding, for the avoidance of the foregoing restrictions doubt, any underwriters engaged by the Company Representativesin connection with a public offering process) to promptly return or destroy all information, whether documents, and materials relating to the Acquisition Proposal or not to the Company, the Company Subsidiaries or their businesses, operations or affairs heretofore furnished by the Sellers, the Company, the Company Subsidiaries or any of their respective Representatives to such person is so authorized and whether Person or not any of its Representatives in accordance with the terms of any confidentiality agreement with such person is purporting to act on behalf Person. The Company and/or the Sellers’ Designee will notify the Purchaser of the receipt of any inquiries or proposals regarding the foregoing matters by the Company or otherwiseany of its Subsidiaries within two (2) Business Days after receipt and shall keep the Purchaser reasonably informed in reasonable detail of the terms, shall be deemed to be a breach status and other pertinent details of this Agreement by the Companyany such inquiry or proposal.

No Solicitation of Transactions. (a) The Company Before the Closing, except as otherwise contemplated in this Agreement, the Seller shall not, not and shall cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Group Companies not to, directly or indirectly, take (and the Seller shall not authorize each of their respective directors, managers, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives or, to the extent within the Group Companies’ control, other Affiliates to take) any action to (a) solicit, initiate, encourage initiate or facilitate any Acquisition Proposal, (b) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement requiring it to abandon, terminate or fail to consummate the transactions contemplated by this Agreement or (c) participate in any way in negotiations with, or furnish any information to, any Person in connection with, or the making of any proposal that constitutes an Acquisition Proposal or Proposal. Upon execution of this Agreement, the Seller shall and shall cause the Group Companies to cease immediately and cause to be terminated any inquiry with respect thereto or engage in and all existing discussions or negotiations with any person Persons conducted heretofore with respect thereto or to an Acquisition Proposal other than in connection with any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access transactions contemplated hereby. 5.11 RWI Policy. Prior to the propertiesClosing, books or records of it or the Company Subsidiaries Seller, Weld and the Purchaser shall use their best efforts to any person that has madeobtain a customary representation and warranty insurance policy satisfactory to the Purchaser, or the Seller and Weld (the “RWI Policy”) in connection with the transactions contemplated to such party's knowledgeoccur at the Closing under this Agreement. The RWI Policy shall be on customary terms and conditions. Any cost in relation to procuring the RWI Policy including, is considering makingbut not limited to, any Acquisition Proposal, approve premiums or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of broker fees shall be borne solely by the foregoingTarget Company; provided, however, thatthat the Purchaser shall pay such costs at or after the time of Closing, and the Target Company shall, no later than two (2) Business Days following the request by Purchaser for reimbursement, reimburse the Purchaser for such costs, by wire transfer of immediately available funds to the account designated by the Purchaser in writing. The Purchaser shall not, without the prior written consent of Seller, amend, modify, change or waive the RWI Policy in any manner that is detrimental to Seller and Weld and shall comply in all material respects with the terms of the RWI Policy. In the event that (x) the Company shall receive an Acquisition Proposal that RWI Policy obtained in connection with the Board of Directors Closing does not cover the purchase of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, Second Tranche Equity (ythe “Second Acquisition”) prior to receipt and/or the purchase of the Requisite Shareholder ApprovalThird Tranche Equity (the “Third Acquisition”), the Board of Directors of Seller, Weld and the Company determines in good faith, after receiving Purchaser shall use their best effort to obtain a representation and warranty insurance policy satisfactory to the advice of outside legal counsel, that, in light of this Purchaser for Second Acquisition Proposaland/or Third Acquisition, the Board cost of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions which shall be borne solely by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Target Company.

No Solicitation of Transactions. (a) The Company BSB shall immediately cease and cause to be terminated any existing discussions or negotiations relating to a Competing Proposal (as defined below), other than with respect to the Merger, with any parties conducted heretofore. BSB will not, directly or indirectly, and shall cause will instruct its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly, initiate, solicit or encourage (including by way of furnishing information or assistance), or take any other action to solicitfacilitate, initiate, encourage any inquiries or facilitate the making of any Acquisition Proposal proposal that constitutes, or reasonably may be expected to lead to, any inquiry with respect thereto Competing Proposal, or engage in enter into or maintain discussions or negotiations negotiate with any person with respect thereto in furtherance of or in connection with any Acquisition Proposal relating to such inquiries or potential Acquisition to obtain a Competing Proposal, disclose or agree to or endorse any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has madeCompeting Proposal, or authorize or permit any Representative of BSB or any of its subsidiaries to take any such party's knowledgeaction, is considering makingand BSB shall use its reasonable best efforts to cause the Representatives of BSB and the BSB Subsidiaries not to take any such action, and BSB shall promptly notify NBT if any Acquisition such inquiries or proposals are made regarding a Competing Proposal, approve or recommendand BSB shall keep NBT informed, or propose to approve or recommendon a current basis, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoingstatus and terms of any such proposals; provided, however, thatthat prior to such time as the stockholders of BSB shall have adopted and approved this Agreement in accordance with Delaware Law, nothing contained in the event that (x) the Company this Section 5.05 shall receive an Acquisition Proposal that prohibit the Board of Directors of the Company concludes BSB from (i), in good faith could result in connection with a Superior Proposal Competing Transaction (as defined below), furnishing information to, or entering into discussions or negotiations with, any person that was not solicited by it makes an unsolicited bona fide proposal to acquire BSB pursuant to a merger, consolidation, share exchange, business combination or other similar transaction, if, and did not otherwise result from a breach of this Section 7.04only to the extent that, (yA) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of BSB, after consultation with and based upon the Company advice of independent legal counsel, determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, faith that such action is required for the Board of Directors is required by of BSB to comply with its fiduciary duties under the Ohio Law to authorize the Company stockholders imposed by Delaware Law, (B) prior to participate in furnishing such information to, or entering into discussions or negotiations with, or provide such person, BSB provides written notice to NBT to the effect that it is furnishing information to, the party making the Acquisition Proposalor entering into discussions or negotiations with, and such person, (zC) the Company gives Parent written notice of its intention prior to do sofurnishing such information to such person, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the BSB receives from such person making such Acquisition Proposal pursuant to a customary an executed confidentiality agreement on with terms no less favorable to the Company BSB than those contained in the Letter Agreement Confidentiality Agreements, and (D) BSB 45 keeps NBT informed, on a current basis, of the status and details of any such discussions or negotiations; or (ii) participate in discussions regarding such Acquisition Proposal. Any violation of complying with Rule 14e-2 promulgated under the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the CompanyExchange Act.

No Solicitation of Transactions. (a) The Company agrees that it shall not, and it shall use its reasonable best efforts to cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or take any other action designed to, or which could reasonably be expected to, facilitate an Acquisition Proposal or the making, submission or announcement of, any Acquisition Proposal, (ii) participate or engage in any discussions or negotiations regarding, or furnish to any person any nonpublic information with respect to, or take any other action to solicit, initiate, encourage facilitate any inquiries or facilitate the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal or any inquiry with respect thereto or Proposal, (iii) engage in discussions or negotiations with any person with respect thereto to any Acquisition Proposal, except to notify such person as to the existence of these provisions, (iv) approve, endorse or in connection recommend any Acquisition Proposal with respect to it, or (v) enter into any letter of intent or similar document or any agreement, commitment or understanding contemplating or otherwise relating to any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoinga transaction contemplated thereby; provided, howeverthat so long as there has been no breach of this Section 5.5(a), thatthe Company may, in the event that (x) the Company shall receive response to an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it after the date hereof and did otherwise in compliance with the obligations under Section 5.5(c), participate in discussions or negotiations with, request clarifications from, or furnish information to, any person which makes such Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement containing customary terms and conditions; provided, that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions of the Confidentiality Agreement, or omits restrictive provisions contained in the Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to be automatically amended to contain in substitution for such comparable provisions such less restrictive provisions, or to omit such restrictive provisions, as the case may be, and in connection with the foregoing, the Company agrees not otherwise result from a breach to waive any of this Section 7.04the provisions in any such confidentiality agreement without waiving the similar provisions in the Confidentiality Agreement to the same extent, (yB) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company Board reasonably determines in good faith, after receiving consultation with its outside legal counsel and financial advisor, that such Acquisition Proposal could reasonably be expected to lead to a Superior Proposal and (C) the advice of Company Board reasonably determines in good faith, after consultation with its outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by that failure to take such actions would be inconsistent with its fiduciary duties under the Ohio Law applicable Law. The Company shall immediately terminate, and shall use its reasonable best efforts to authorize the Company cause its Representatives to participate in such immediately terminate, all discussions or negotiations withnegotiations, if any, with any third party with respect to, or provide such information to, the party making the any that could reasonably be expected to lead to an Acquisition Proposal, . The Company shall promptly (and in any event within two (z2) the Company gives Parent written notice business days) request that each person which has heretofore executed a confidentiality agreement with it or any of its intention to do so, the Company may (i) furnish information Representatives with respect to it and the Company Subsidiaries to the person making such person’s consideration of a possible Acquisition Proposal pursuant immediately return or destroy all confidential information heretofore furnished to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Companyits Representatives.

No Solicitation of Transactions. (a) The Company shall notAgouron agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and cause its affiliates and its and its affiliatesSubsidiaries' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives"including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate or solicit or take any action designed to solicit, initiate, encourage or facilitate (including by way of furnishing information) any inquiries or the making of any Acquisition Proposal proposal or offer with respect to (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any inquiry of its Subsidiaries, or (ii) any purchase or sale of all or any significant portion of the assets or 10% or more of the equity securities of it or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). Agouron further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with respect thereto or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in discussions any negotiations concerning an Acquisition Proposal. Notwithstanding the foregoing, Agouron or negotiations its Board of Directors shall be permitted to (A) to the extent applicable, comply with any person Rule 14e-2(a) promulgated under the Exchange Act with respect thereto or in connection with any Acquisition Proposal or potential regard to an Acquisition Proposal, disclose or (B) engage in any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such any information to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person, if and only to the party making extent that, in the Acquisition Proposalcase of the actions referred to in clause (B), and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish the Board of Directors of Agouron concludes in good faith, based on the written advice of its outside legal counsel, that the provision of such information or the engaging in such negotiations or discussions is obligated by the directors' fiduciary duties in accordance with California law, (ii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the Board of Directors of Agouron receives from such person an executed confidentiality agreement containing customary terms and provisions and (iii) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the Board of Directors of Agouron notifies Wxxxxx-Xxxxxxx promptly of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers. Agouron agrees that it will keep Wxxxxx-Xxxxxxx informed, on a prompt basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations. Agouron agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to it and the Company Subsidiaries to the person making such any Acquisition Proposal pursuant or similar transaction or arrangement and will not waive any rights under any confidentiality agreements entered into with such parties. Agouron agrees that it will take the necessary steps to a customary confidentiality agreement on terms no less favorable promptly inform the individuals or entities referred to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation first sentence of this Section 5.5 of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of obligations undertaken in this Agreement by the CompanySection 5.5.

No Solicitation of Transactions. (a) The Each of Parent and the Company shall notagrees that neither it nor any of its Subsidiaries shall, and that it shall cause its affiliates and ensure that its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") not toSubsidiaries’ Representatives do not, directly or indirectly: (i) initiate, solicit, induce, knowingly encourage or take any other action to solicitdesigned to, initiateor which could reasonably be expected to, encourage facilitate, an Acquisition Proposal or facilitate Acquisition Inquiry or the making of making, submission or announcement of, any Acquisition Proposal or Acquisition Inquiry, (ii) furnish to any inquiry person any nonpublic information in connection with respect thereto or in response to any Acquisition Proposal or Acquisition Inquiry, (iii) participate or engage in discussions or negotiations with any person with respect thereto or in connection with to any Acquisition Proposal or potential Acquisition ProposalInquiry, disclose any nonpublic information relating except to it or the Company Subsidiaries or afford access notify such person as to the propertiesexistence of these provisions, books (iv) approve, endorse or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, recommend any Acquisition Proposal or approve or recommendAcquisition Inquiry, or propose to approve or recommend, or execute or (v) enter into, into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement intent or other similar agreement document or propose any Contract contemplating or otherwise relating to do any of the foregoingAcquisition Proposal or Acquisition Inquiry; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a so long as there has been no breach of this Section 7.045.6(a), prior to obtaining the approval of Parent’s stockholders at Parent Stockholders’ Meeting contemplated by Section 5.4(a) Parent may, or prior to obtaining the approval of the Company’s stockholders at the Company Stockholders’ Meeting contemplated by Section 5.4(b), the Company may, in response to a written Acquisition Proposal, participate in discussions or negotiations with, request clarifications from, or furnish nonpublic information to, any person in response to an Acquisition Proposal made by such person (and not withdrawn) if (x) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such person, such party gives the other party written notice of the identity of such person and of such party’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such person and such party receives from such person an executed confidentiality agreement containing terms and conditions at least as favorable as the provisions of the Confidentiality Agreement, (y) prior to receipt of the Requisite Shareholder ApprovalParent Board or Company Board, the Board of Directors of the Company as applicable, reasonably determines in good faith, after receiving having taken into account the advice of its nationally recognized financial advisor (which may be its current outside legal counselfinancial advisor), that, in light of this that such Acquisition Proposal, the Board of Directors Proposal is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition a Superior Proposal, and (z) Parent Board or Company Board, as applicable, reasonably determines in good faith, after having taken into account the Company gives Parent written notice advice of its intention nationally recognized outside legal counsel (which may be its current outside legal counsel), that failure to do sotake such actions would constitute a breach of its fiduciary duties to its stockholders under applicable Law. Without limiting the foregoing, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any parties agree that any violation of the foregoing restrictions set forth in this Section 5.6(a) by any Representative of Parent or the Company Representativesor any of its respective Subsidiaries, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwisesuch party, shall constitute a breach of this Section 5.6(a). For purposes of this Agreement, a Representative shall be deemed to be have breached this Section 5.6(a) if such Representative takes any action that would constitute a breach by Parent or the Company of this Agreement by Section 5.6(a) were such party to take such action directly. Parent and the CompanyCompany shall immediately terminate, and shall cause its Subsidiaries and its and its Subsidiaries’ Representatives to immediately terminate, all discussions or negotiations, if any, with any third party with respect to, or any that could reasonably be expected to lead to or contemplate the possibility of, an Acquisition Proposal or Acquisition Inquiry.

No Solicitation of Transactions. (a) The Company shall notand its Subsidiaries shall, and the Company and its Subsidiaries shall cause each of its affiliates and its and its affiliates' officers, directors, employees, financial advisorsinvestment bankers, consultantsattorneys or other advisors or representatives to immediately cease and cause to be terminated any existing activities, attorneysdiscussions or negotiations with any Third Party conducted prior to the date hereof with respect to any Acquisition Proposal. The Company shall not, accountantsnor shall it permit any of its Subsidiaries to, agents and nor shall it authorize or knowingly permit any officer, director or employee of, or any investment banker, attorney or other representatives advisor or representative of, the Company or any of its Subsidiaries to (the "Company Representatives"i) not tosolicit or initiate, or take any action to knowingly encourage, facilitate or induce, directly or indirectly, take any action inquiries relating to, or the submission of, any Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, or furnish to solicitany Person any non-public information or data with respect to or access to the properties of the Company in connection with an Acquisition Proposal; (iii) enter into any agreement, initiate, encourage arrangement or facilitate understanding (other than a confidentiality agreement contemplated by the making of following sentence) with respect to any Acquisition Proposal or enter into any inquiry with respect thereto agreement requiring it to abandon, terminate or engage in discussions fail to consummate the Merger and the other transactions contemplated by this Agreement; or negotiations with (iv) make a Board Recommendation Change. Notwithstanding the foregoing sentence or any person with respect thereto or in connection with any other provision of this Agreement, if, (A) after the date hereof and prior to the receipt of stockholder approval of this Agreement, the Company receives a bona fide written Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to by a Third Party and such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result result, directly or indirectly, from a breach of this Section 7.047.2, (yB) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company Board or any Committee determines in good faith, faith (after receiving the advice of consulting outside legal counsel, that, in light of this and financial advisors) that such Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations withProposal constitutes, or provide such information to, the party making the would reasonably be expected to lead to a Superior Acquisition Proposal, and (zC) the Company gives Parent written notice receives from such Third Party an executed confidentiality agreement having provisions that are no less restrictive than those of its intention the Confidentiality Agreement (except with respect to do soany "standstill" provision or other provision having similar effect in the Confidentiality Agreement; provided that the Confidentiality Agreement shall, on the date of such confidentiality agreement with such Third Party, be deemed amended by removing paragraph 9 of the Confidentiality Agreement), then the Company may may, in response to such Acquisition Proposal, subject to compliance with this Section 7.2 and after giving notice to Parent, (ix) furnish information or data or access with respect to the Company and its Subsidiaries to, and (y) participate in discussions and negotiations directly or through its representatives with, such Third Party; provided that the Company shall provide or make available, to the extent not previously provided or made available to Parent or its representatives, to Parent any material non-public information with respect to it and the Company or any of its Subsidiaries that is provided to the person Third Party making such Acquisition Proposal pursuant prior to a customary confidentiality agreement on terms no less favorable or substantially concurrently with the time it is provided or made available to such Third Party; provided further, however, that nothing in this Section 7.2 shall require the Company than those contained to provide or make available to Parent information that it is not legally permitted to disclose or the disclosure of which would contravene any applicable Law or binding order. Notwithstanding the foregoing, the Company shall be permitted to contact in the Letter Agreement and (ii) participate in discussions regarding writing a Third Party that makes a non-written Acquisition Proposal solely to request that such Third Party submit such Acquisition Proposal. Any violation Proposal in writing; provided that the Company provides to Parent, in accordance with Section 7.2(b) below, a copy of the foregoing restrictions any such written request by the Company Representatives, whether or not and such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Companywritten Acquisition Proposal.

No Solicitation of Transactions. (a) The Company shall notTarget agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and cause its affiliates and its and its affiliatesSubsidiaries' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives"including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, take any action to solicit, initiate, initiate or solicit or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to (a) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries, or (b) any purchase or sale of any significant portion of its assets or equity securities of it or any of its Subsidiaries, other than as disclosed in Schedule 5.5 of the Target Disclosure Schedule (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). Target further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal or any inquiry with respect thereto or engage in discussions or any negotiations with any person with respect thereto or in connection with any Acquisition Proposal or potential concerning an Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of . Notwithstanding the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Target or its Board of Directors of shall be permitted to (a) to the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04extent applicable, (ycomply with Rule 14e-2(a) prior promulgated under the Exchange Act with regard to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this an Acquisition Proposal, the Board of Directors is ; (b) make any disclosure required by its fiduciary duties under the Ohio Law applicable law or by obligations pursuant to authorize the Company to participate any listing agreement with or rules of any securities exchange; or (c) engage in such any discussions or negotiations with, or provide such any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the party making extent that, in the Acquisition Proposalcase of the actions referred to in clause (c), and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish the Board of Directors of Target concludes in good faith, after consultation with its outside legal counsel, that the failure to provide such information or engage in such negotiations is or is reasonably likely to be inconsistent with respect the directors' fiduciary duties in accordance with Wisconsin law, (ii) prior to it and the Company Subsidiaries providing any information or data to the person making such any Person in connection with an Acquisition Proposal pursuant to a customary by any such Person, the Board of Directors of Target receives from such Person an executed confidentiality agreement on containing terms no less favorable to the Company than and provisions at least as restrictive as those contained in the Letter Confidentiality Agreement (which shall not preclude discussions or negotiations with Purchaser relating to the proposal or offer from such Person) and (iiiii) participate prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the Board of Directors of Target notifies Purchaser promptly of such inquiries, proposals or offers received by, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in discussions regarding connection with such notice, the name of such Person and the providing to Purchaser a copy of any written Acquisition ProposalProposal or if no such document exists providing material terms and conditions of any proposals or offers. Any violation Target agrees that it will keep Purchaser informed, on a prompt basis, of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized status and whether or not terms of any such person is purporting proposals or offers and the status of any such discussions or negotiations. Target agrees that it will immediately cease and cause to act on behalf be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal or similar transaction or arrangement and will not waive any rights under any standstill or confidentiality agreements entered into with such parties. Target agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 5.5 of the Company or otherwise, shall be deemed to be a breach of obligations undertaken in this Agreement by the CompanySection 5.5.

No Solicitation of Transactions. (a) The Subject to Section 5.4(b), from and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 7, the Company shall not, and shall cause its affiliates the Company Subsidiaries and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly, take any action to solicit, : (i) initiate, solicit or knowingly encourage (including by way of providing information) the submission of any inquiries, proposals or facilitate the making of offers or any other efforts or attempts that constitute, or could reasonably be expected to lead to, any Acquisition Proposal or engage in any inquiry discussions or negotiations with respect thereto or engage otherwise cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations with any person with respect thereto or in connection with any Acquisition Proposal or potential Acquisition Proposalnegotiations, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, (ii) approve or recommend, or publicly propose to approve or recommend, any an Acquisition Proposal Proposal, (iii) withdraw, change, amend, modify or approve or recommendqualify, or propose publicly to approve withdraw, change, amend, modify or recommendqualify, in a manner adverse to Parent or Merger Sub, or execute otherwise make any statement or proposal inconsistent with, the Company Board Recommendation, (iv) enter intointo any merger agreement, any letter of intent, agreement in principle, merger share purchase agreement, acquisition asset purchase agreement, share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or (v) resolve, propose or agree to do any of the foregoing; provided, however, that, foregoing (any action or failure to act set forth in the event that foregoing clauses (xii), (iii) or (v) (to the extent related to the foregoing clauses (ii) or (iii)), a “Change of Board Recommendation”). The Company shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted theretofore by the Company, the Company shall receive an Acquisition Proposal that the Board of Directors Subsidiaries or any of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information Representatives with respect to it and the Company Subsidiaries to the person making such any Acquisition Proposal pursuant and cause to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions be returned or destroyed all confidential information provided by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed any Company Subsidiary to be a breach of this Agreement by the Companysuch Person.

No Solicitation of Transactions. (a) The Each of Parent and the Company shall notagrees that neither it nor any of its Subsidiaries shall, and that it shall cause its affiliates and ensure that its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") not toSubsidiaries’ Representatives do not, directly or indirectly: (i) initiate, solicit, induce, knowingly encourage or take any other action to solicitdesigned to, initiateor which could reasonably be expected to, encourage facilitate, an Acquisition Proposal or facilitate Acquisition Inquiry or the making of making, submission or announcement of, any Acquisition Proposal or Acquisition Inquiry, (ii) furnish to any inquiry person any nonpublic information in connection with respect thereto or in response to any Acquisition Proposal or Acquisition Inquiry, (iii) participate or engage in discussions or negotiations with any person with respect thereto or in connection with to any Acquisition Proposal or potential Acquisition ProposalInquiry, disclose any nonpublic information relating except to it or the Company Subsidiaries or afford access notify such person as to the propertiesexistence of these provisions of Section 6.6(a), books (iv) approve, endorse or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, recommend any Acquisition Proposal or approve or recommendAcquisition Inquiry, or propose to approve or recommend, or execute or (v) enter into, into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement intent or other similar agreement document or propose any Contract contemplating or otherwise relating to do any of the foregoingAcquisition Proposal or Acquisition Inquiry; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a so long as there has been no breach of this Section 7.046.6(a), prior to obtaining the Parent Stockholder Approval, Parent may, or prior to obtaining the Company Stockholder Approval, the Company may, in response to a written Acquisition Proposal, participate in discussions or negotiations with, request clarifications from, or furnish nonpublic information to, any person in response to an Acquisition Proposal made by such person (and not withdrawn) if (x) at least two business days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such person, such party gives the other party written notice of the identity of such person and of such party’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such person and such party receives from such person an executed confidentiality agreement containing terms and conditions at least as favorable to such party as the provisions of the Confidentiality Agreement, (y) prior to receipt of the Requisite Shareholder ApprovalParent Board or Company Board, the Board of Directors of the Company as applicable, reasonably determines in good faith, after receiving having taken into account the advice of its nationally recognized financial advisor (which may be its current outside legal counselfinancial advisor), that, in light of this that such Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law Proposal could reasonably be expected to authorize the Company lead to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition a Superior Proposal, and (z) the Parent Board or Company gives Parent written notice Board, as applicable, reasonably determines in good faith, after having taken into account the advice of its intention nationally recognized outside legal counsel (which may be its current outside legal counsel), that failure to do sotake such actions would constitute a breach of its fiduciary duties to its stockholders under applicable Law. Without limiting the foregoing, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any parties agree that any violation of the foregoing restrictions set forth in this Section 6.6(a) by any Representative of Parent or the Company Representativesor any of its respective Subsidiaries, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwisesuch party, shall constitute a breach of this Section 6.6(a). For purposes of this Agreement, a Representative shall be deemed to be have breached this Section 6.6(a) if such Representative takes any action that would constitute a breach by Parent or the Company of this Section 6.6(a) were such party to take such action directly. Parent and the Company shall immediately terminate, and shall cause its Subsidiaries and its Subsidiaries’ Representatives to immediately terminate, all discussions or negotiations, if any, with any third party ongoing as of the date of this Agreement by with respect to, or any that could reasonably be expected to lead to or contemplate the Companypossibility of, an Acquisition Proposal or Acquisition Inquiry unless and until such third party submits an Acquisition Inquiry or Acquisition Proposal, in which case the foregoing provisions shall apply equally with respect to such third party as to any other third party with whom no discussions or negotiations were taking place as of the date of this Agreement.

No Solicitation of Transactions. (a) The Company shall notUnless and until this agreement is terminated pursuant to Section 15.3(a), (c) or (d), none of the Seller Parties, the Trust Beneficiaries, FRS nor any of its Subsidiaries will, directly or indirectly, and shall cause its affiliates the Seller Parties, the Trust Beneficiaries, FRS and its and its affiliates' Subsidiaries will instruct their respective officers, directors, employees, financial advisorsagents, consultants, attorneys, accountants, agents and advisors or other representatives (including, without limitation, any investment banker, attorney or accountant retained by it) (collectively, the "Company RepresentativesREPRESENTATIVES") ), not to, directly or indirectly, take any action to solicit, initiate, seek, entertain or encourage (including by way of furnishing nonpublic information), or take any other action to facilitate or support, any inquiries or the making of any Acquisition Proposal proposal or offer that constitutes, or may reasonably be expected to lead to, any Competing Transaction (as defined below), or enter into or maintain or continue discussions, negotiate with or furnish any information to, any Person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction. The Seller Parties and the Trust Beneficiaries will notify Buyer immediately after receipt by any of the Seller Parties, the Trust Beneficiaries, or FRS or any of its Subsidiaries (or their respective Representatives) of any proposal for, or inquiry with respect thereto respecting, any Competing Transaction, or engage in discussions or negotiations with any person with respect thereto or request for nonpublic information in connection with any Acquisition Proposal such proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it inquiry or the Company Subsidiaries or afford for access to the properties, books or records of it FRS or the Company any of its Subsidiaries to by any person Person that informs or has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do informed any of the foregoing; providedSeller Parties, however, that, the Trust Beneficiaries or FRS or any of its Subsidiaries (or their respective Representatives) that it is considering making or has made such a proposal or inquiry. Such notice to Buyer shall indicate in reasonable detail the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors identity of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it Person making such proposal or inquiry and did not otherwise result from a breach the terms and conditions of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approvalsuch proposal or inquiry. The Seller Parties, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by Trust Beneficiaries and FRS and its fiduciary duties under the Ohio Law Subsidiaries immediately shall cease and cause to authorize the Company be terminated (and shall instruct their respective Representatives to participate in such immediately cease and terminate) all existing discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with any parties conducted heretofore with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the CompanyCompeting Transaction.

No Solicitation of Transactions. (a) The Until this Agreement has been terminated as provided herein, Company shall not, directly or indirectly, and shall cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly, take any action to solicit, initiateinitiate or encourage (including by way of furnishing nonpublic information), encourage any inquiries or facilitate the making of any Acquisition Proposal proposal or offer (including, without limitation, any inquiry with respect thereto proposal or engage in offer to its stockholders) that constitutes, or may reasonably be expected to lead to, any Competing Transaction, or enter into or maintain or continue discussions or negotiations negotiate with any person with respect thereto in furtherance of such inquiries or in connection with any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has madeobtain a Competing Transaction, or agree to such party's knowledge, is considering making, or endorse any Acquisition Proposal, approve or recommendCompeting Transaction, or propose to approve authorize or recommend, permit any Acquisition Proposal of Company's Representatives or approve or recommendsubsidiaries, or propose any Representative retained by Company's subsidiaries, to approve or recommend, or execute or enter into, take any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoingsuch action; provided, however, that, that nothing contained in this Section 6.04 shall prohibit the event that board of directors of Company (xi) from complying with Rule 14d-9 or 14e-2(a) promulgated under the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes Exchange Act with regard to a tender or exchange offer not made in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach violation of this Section 7.04, 6.04 or (yii) prior to receipt of the Requisite Shareholder Approvalapproval by the stockholders of Company of this Agreement and the Merger from providing information (subject to a confidentiality agreement at least as restrictive as the Confidentiality Agreements) in connection with, the Board and negotiating, another unsolicited, bona fide written proposal regarding a Competing Transaction that (x) Company's board of Directors of the Company determines directors shall have concluded in good faith, after receiving considering applicable state law, on the basis of advice of independent outside counsel that such action is necessary to prevent Company's board of directors from violating its fiduciary duties to Company's stockholders under applicable law, (y) if any cash consideration is involved, shall not be subject to any financing contingency, and with respect to which Company's board of directors shall have determined (based upon the advice of outside legal counsel, that, Company's independent financial advisors) in light the exercise of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under to Company's stockholders that the Ohio Law to authorize acquiring party is capable of consummating such Competing Transaction on the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposalterms proposed, and (z) Company's board of directors shall have determined in the Company gives Parent written notice exercise of its intention fiduciary duties to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries Company's stockholders that such Competing Transaction provides greater value to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the stockholders of Company than those contained in the Letter Agreement and Merger (iibased upon the written opinion of Company's independent financial advisors that such Competing Transaction is superior from a financial point of view) participate in discussions regarding (any such Acquisition ProposalCompeting Transaction being referred to herein as a "SUPERIOR PROPOSAL"). Any violation of the foregoing restrictions set forth in this Section 6.04 by the any Representative of Company Representativesor any of its Subsidiaries, whether or not such person is so authorized and whether or not any such person Person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company.Section 6.04

No Solicitation of Transactions. (a) The Company agrees that neither it nor any Subsidiary shall, nor shall not, and shall cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (it authorize or permit the "Representatives of the Company Representatives") not or the Subsidiaries to, directly or indirectly, take any action to (i) solicit, initiate, propose or knowingly encourage or facilitate the making submission of any Acquisition Proposal Proposal, (ii) initiate, participate in or any inquiry with respect thereto or engage in continue discussions or negotiations with any person with respect thereto regarding, or in connection with any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries furnish to any person that has made(other than Merger Co or its Representatives) any non-public information in connection with, or which would reasonably be expected to such party's knowledge, is considering makingresult in, any Acquisition Proposal, approve or recommend(iii) otherwise knowingly cooperate in any way with, or propose knowingly assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person (other than Merger Co or its Representatives) with respect to, or which would reasonably be expected to approve result in, an Acquisition Proposal, or recommend, (iv) take any action (A) to render the Company Rights issued pursuant to the terms of the Company Rights Agreement inapplicable to an Acquisition Proposal or approve the transactions contemplated thereby, exempt or recommend, or propose to approve or recommend, or execute or enter into, exclude any letter person from the definition of intent, agreement an Acquisition Person (as defined in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any the Company Rights Agreement) under the terms of the foregoingCompany Rights Agreement or, other than as contemplated by this Agreement in connection with the Merger, allow the Rights to expire prior to their expiration date or (B) to exempt any person from the restrictions on “business combinations” contained in Section 203 of the DGCL or otherwise cause such restrictions not to apply; provided, however, that, that nothing contained in the event that (x) this Agreement shall prevent the Company shall receive or the Company Board from furnishing information to, or engaging in negotiations or discussions with, any person in connection with an unsolicited bona fide written Acquisition Proposal by such person received after the date hereof, if and only to the extent that prior to taking such action the Company Board of Directors (A) determines in good faith (after consultation with its legal and financial advisors) that such Acquisition Proposal is, or could reasonably be expected to result in, a Superior Proposal, and determines in good faith (after consultation with its outside legal counsel) that it is required to do so in order to comply with its fiduciary duties to the stockholders of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposalapplicable Law, and (zB) the Company gives Parent written notice of its intention to do soreceives from such person an executed confidentiality agreement, the Company may (i) furnish information with respect terms of which are substantially similar to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the CompanyConfidentiality Agreement.

No Solicitation of Transactions. (a) The Company shall notand its Subsidiaries shall, and the Company and its Subsidiaries shall cause each of its affiliates and its and its affiliates' officers, directors, employees, financial advisorsinvestment bankers, consultantsattorneys or other advisors or representatives to immediately cease and cause to be terminated any existing activities, attorneysdiscussions or negotiations with any Third Party conducted prior to the date hereof with respect to any Acquisition Proposal. The Company shall not, accountantsnor shall it permit any of its Subsidiaries to, agents and nor shall it authorize or knowingly permit any officer, director or employee of, or any investment banker, attorney or other representatives advisor or representative of, the Company or any of its Subsidiaries to (the "Company Representatives"i) not tosolicit or initiate, or take any action to knowingly encourage, facilitate or induce, directly or indirectly, take any action inquiries relating to, or the submission of, any Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, or furnish to solicitany Person any non-public information or data with respect to or access to the properties of the Company in connection with an Acquisition Proposal; (iii) enter into any agreement, initiate, encourage arrangement or facilitate understanding (other than a confidentiality agreement contemplated by the making of following sentence) with respect to any Acquisition Proposal or enter into any inquiry with respect thereto agreement requiring it to abandon, terminate or engage in discussions fail to consummate the Merger and the other transactions contemplated by this Agreement; or negotiations with (iv) make a Board Recommendation Change. Notwithstanding the foregoing sentence or any person with respect thereto or in connection with any other provision of this Agreement, if, (A) after the date hereof and prior to the receipt of stockholder approval of this Agreement, the Company receives a bona fide written Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to by a Third Party and such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result result, directly or indirectly, from a breach of this Section 7.047.2, (yB) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company Board or any Committee determines in good faith, faith (after receiving the advice of consulting outside legal counsel, that, in light of this and financial advisors) that such Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations withProposal constitutes, or provide such information to, the party making the would reasonably be expected to lead to a Superior Acquisition Proposal, and (zC) the Company gives Parent written notice receives from such Third Party an executed confidentiality agreement having provisions that are no less restrictive than those of its intention the Confidentiality Agreement (except with respect to do soany “standstill” provision or other provision having similar effect in the Confidentiality Agreement; provided that the Confidentiality Agreement shall, on the date of such confidentiality agreement with such Third Party, be deemed amended by removing paragraph 9 of the Confidentiality Agreement), then the Company may may, in response to such Acquisition Proposal, subject to compliance with this Section 7.2 and after giving notice to Parent, (ix) furnish information or data or access with respect to the Company and its Subsidiaries to, and (y) participate in discussions and negotiations directly or through its representatives with, such Third Party; provided that the Company shall provide or make available, to the extent not previously provided or made available to Parent or its representatives, to Parent any material non-public information with respect to it and the Company or any of its Subsidiaries that is provided to the person Third Party making such Acquisition Proposal pursuant prior to a customary confidentiality agreement on terms no less favorable or substantially concurrently with the time it is provided or made available to such Third Party; provided further, however, that nothing in this Section 7.2 shall require the Company than those contained to provide or make available to Parent information that it is not legally permitted to disclose or the disclosure of which would contravene any applicable Law or binding order. Notwithstanding the foregoing, the Company shall be permitted to contact in the Letter Agreement and (ii) participate in discussions regarding writing a Third Party that makes a non-written Acquisition Proposal solely to request that such Third Party submit such Acquisition Proposal. Any violation Proposal in writing; provided that the Company provides to Parent, in accordance with Section 7.2(b) below, a copy of the foregoing restrictions any such written request by the Company Representatives, whether or not and such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Companywritten Acquisition Proposal.

No Solicitation of Transactions. (a) The Company From the Agreement Date through the Closing Date, neither Seller nor any of its representatives, Affiliates, directors, officers, employees, subsidiaries or agents will solicit or encourage any Acquisition Proposal or assist any third Person in preparing or soliciting such an Acquisition Proposal. Seller shall not, and shall cause its affiliates and its and its affiliates' officerssuch representatives, Affiliates, directors, officers, employees, financial advisors, consultants, attorneys, accountants, subsidiaries and agents and other representatives (the "Company Representatives") not to, directly engage in any discussions, conversations, negotiations or indirectlyother communication with any Person(s) relating to an Acquisition Proposal; PROVIDED, take any action to solicitHOWEVER, initiate, encourage or facilitate the making of any Acquisition Proposal or any inquiry with respect thereto or that Seller may engage in discussions or negotiations with with, and furnish information concerning Seller and the Business to, any person with respect thereto or in connection with any third Person that makes an unsolicited Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that if the Board of Directors of the Company Seller concludes in good faith could result after consultation with its outside counsel that such action likely is required to satisfy the fiduciary duties of such Board under California law. Seller will promptly, but in no event later than 24 hours, notify Buyer of the receipt of any Acquisition Proposal, including the material terms and conditions thereof, and will promptly, but in no event later than 24 hours, notify Buyer of any determination by Seller's Board of Directors that a Superior Proposal that was not solicited by it and did not otherwise result from a breach has been made. For purposes of this Section 7.04Agreement, (y) prior the term "Acquisition Proposal" shall mean any proposal or offer, or any expression of interest by any third Person relating to receipt Seller's willingness or ability to receive or discuss a proposal or offer, for an acquisition of the Requisite Shareholder ApprovalAssets (other than in the ordinary course) or the Business (whether directly or indirectly, including through a sale or purchase of more than 50% of the voting securities of Seller or a merger with Seller). For purposes of this Agreement, the term "Superior Proposal" shall mean any bona fide Acquisition Proposal which is on terms that a majority of the members of the Board of Directors of the Company Seller determines in their good faith, after receiving faith reasonable judgment (based on the advice of outside legal counselcounsel and of a financial advisor of nationally recognized reputation), thatafter taking into account all factors deemed relevant by the Board of Directors, in light of this which factors shall include any conditions to such Acquisition Proposal, the Board nature of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information toconsideration offered, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do soliabilities assumed, the Company may (i) furnish information with respect timing of the closing thereof, the risk of nonconsummation and any required governmental or other consents, filings and approvals, to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less be more favorable to Seller than the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Companytransactions contemplated hereby.

No Solicitation of Transactions. (a) The Company agrees that, from the date hereof until the earlier of the Effective Time or the date of termination of this Agreement, it shall not, and shall cause its affiliates Subsidiaries and its and Subsidiaries' Representatives retained by it or any of its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Subsidiaries not to, directly or indirectly, take any action to solicit, initiate, knowingly encourage or facilitate knowingly facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the making of any Acquisition Proposal proposal or offer which constitutes, or may reasonably be expected to lead to, any inquiry proposal or offer with respect thereto to any Alternative Transaction, or negotiate or engage in discussions with any Person (other than Purchaser, Merger Sub or their respective Representatives) with respect to any Alternative Transaction; provided that, Company and its Representatives may contact any Person making such proposal and its Representatives to ascertain facts or clarify terms and conditions for the sole purpose of the Board of Directors of Company informing itself about such proposal and the Person that made it, and at any time prior to the adoption of this Agreement by Company's stockholders (and in no event after the adoption of this Agreement by Company's stockholders), Company may furnish information to, and negotiate or engage in discussions with, any party who delivers a bona fide written proposal for an Alternative Transaction which was made and not solicited, initiated, knowingly encouraged or knowingly facilitated by Company or its Representatives after the date hereof, if and so long as the Board of Directors of Company reasonably determines in good faith after consultation with its outside counsel that the failure to provide such information or engage in such negotiations or discussions is reasonably likely to be inconsistent with its fiduciary duties to the stockholders of Company under applicable Law and reasonably determines in good faith that such proposal is, or‌ is reasonably likely to lead to a Superior Proposal. Company shall notify Purchaser promptly (but in any event within 48 hours) of any such inquiries, proposals or offers received by, or any such discussions or negotiations sought to be initiated or continued with, Company or any of its Subsidiaries or any of its or its Subsidiaries' Representatives, indicating the name of such Person and providing to Purchaser a summary of the material terms of such proposal or offer for an Alternative Transaction. Prior to providing any information or data to, or entering into any negotiations or discussions with, any Person, or making any such recommendation, in connection with a proposal or offer for an Alternative Transaction, Company shall receive from such Person an executed confidentiality agreement containing terms and provisions at least as restrictive to Company than those contained in the Confidentiality Agreement (it being understood, however, that such confidentiality agreement need not contain any obligation precluding discussions or negotiations relating to the proposal or offer from such Person and shall not contain any provision that requires exclusive negotiations with such Person). Company agrees that it will keep Purchaser informed, on a prompt basis, of the status and material terms of any such proposals or offers and the status of any material developments in respect of any such discussions or negotiations and that it will deliver to Purchaser a summary of any material changes to any such proposals or offers and all nonpublic information being furnished to such Person that was not previously provided to Purchaser. On the date hereof, Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person Third Parties conducted prior to the date hereof with respect thereto or in connection with to any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access Alternative Transaction. Notwithstanding anything to the propertiescontrary contained herein, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that be permitted to terminate, amend, modify, waive or fail to enforce any provision of any confidentiality or standstill agreement to which it is a party if the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of consultation with its outside legal counsel, that, in light of this Acquisition Proposal, that the Board of Directors failure to take such action is required by reasonably likely to be inconsistent with its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant stockholders of Company under applicable Law and if Company terminates, similarly amends, waives, fails to a customary confidentiality agreement on terms no less favorable to enforce or similarly modifies the Company than those contained standstill provision in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the CompanyConfidentiality Agreement.

No Solicitation of Transactions. (a) The Company shall notNGP agrees that, from and after the date hereof until the earlier of (x) the First Effective Time or (y) the termination of this Agreement in accordance with Article VIII, neither it nor any NGP Subsidiary shall, and that it shall cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") each of NGP Subsidiary's Representatives not to, directly or indirectly, take any action to solicit, initiate, solicit or intentionally encourage any inquiries or facilitate the making of any Acquisition Proposal proposal or offer with respect to an acquisition, tender offer, merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any inquiry with respect thereto purchase or engage in discussions sale of 20% or negotiations with any person with respect thereto or in connection with any Acquisition Proposal or potential Acquisition Proposalmore of the assets of NGP and the NGP Subsidiaries, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has madetaken as a whole, or to such party's knowledge, is considering making, any Acquisition Proposal, approve 20% or recommend, more of the equity securities or propose to approve interests of NGP or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoingNGP Subsidiaries (any such proposal or offer being hereinafter referred to as a "COMPETING TRANSACTION"; providedit being agreed and understood that the transactions contemplated by the Amended and Restated Reorganization Agreement shall not be deemed a "Competing Transaction"). NGP further agrees that neither it nor any NGP Subsidiary shall, howeverand that it shall use its reasonable best efforts to cause its and each NGP Subsidiary's Representatives not to, thatdirectly or indirectly, (i) have any discussion with or provide any confidential information or data relating to NGP or any NGP Subsidiary to any Person relating to a Competing Transaction, (ii) engage in any negotiations concerning a Competing Transaction, (iii) otherwise intentionally facilitate any effort or attempt to make or implement a Competing Transaction or accept a Competing Transaction, or (iv) enter into any agreement, arrangement or understanding relating to a Competing Transaction or requiring NGP to abandon, terminate or fail to consummate the event transactions contemplated by this Agreement; PROVIDED, HOWEVER, that nothing contained in this Section 6.03 shall prevent NGP or the NGP Board, at any time prior to obtaining Stockholder Approval, from (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes engaging in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such any discussions or negotiations with, or provide such providing any information to, any Person in response to an unsolicited written Competing Transaction by any such Person; or (y) recommending such an unsolicited written Competing Transaction to the party making holders of NGP Common Stock in any such case as is referred to in clause (x) or (y), if: (A) the Acquisition NGP Board, after consultation with independent legal counsel, determines in good faith that the failure to do so could constitute a breach of the fiduciary duties of the NGP Board under applicable Law, (B) the Board of Directors of NGP concludes in good faith (after consultation with financial advisors) that such Competing Transaction would, if consummated, result in a Superior Proposal, and (zC) the Company gives Parent written notice prior to providing any information or data regarding NGP or any NGP Subsidiary to any Person or any of its intention to do sosuch Person's Representatives in connection with a Superior Proposal by such Person, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making NGP receives from such Acquisition Proposal pursuant to a customary Person an executed confidentiality agreement on terms no less favorable to the Company NGP than those contained in the Letter Confidentiality Agreement and (iiD) participate prior to providing any information or data to any Person or any of such Person's Representatives or entering into discussions or negotiations with any Person or any of such Person's Representatives in discussions regarding connection with a Superior Proposal by such Acquisition Person, NGP notifies Buyer promptly of the receipt of such Superior Proposal indicating, in connection with such notice, the name of such Person and the material terms of such Superior Proposal. Any violation of the foregoing restrictions by the Company RepresentativesAs used herein, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company."

No Solicitation of Transactions. (a) The Company shall notEach Member, severally and shall cause its affiliates and its and its affiliates' officersnot jointly, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") agrees not to, directly or indirectly, take through any action to officer, director, representative, agent or otherwise, (a) initiate, solicit, initiatefacilitate or encourage (including by way of furnishing non-public information), encourage directly or indirectly, whether publicly or otherwise, any inquiries, offers or proposals with respect to, or the making of, any Company Acquisition Proposal, (b) engage in any negotiations or discussions concerning, or provide access to or furnish non-public information regarding, the Company’s or any Company Subsidiary’s properties, assets, personnel, books or records or any Confidential Information or data to, any person relating to a Company Acquisition Proposal, (c) enter into, engage in or maintain discussions or negotiations with respect to any Company Acquisition Proposal (or inquiries, proposals or offers or other communications that would reasonably be expected to lead to any Company Acquisition Proposal) or otherwise cooperate with or assist or participate in, or facilitate the making any such inquiries, proposals, offers, efforts, discussions or negotiations, (d) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal, (e) approve, endorse, recommend, execute or enter into any agreement, arrangement or understanding, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, business combination agreement, transaction agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Company Acquisition Proposal or any inquiry with respect thereto proposal or engage in offer that could reasonably be expected to lead to a Company Acquisition Proposal or (f) resolve or agree to do any of the foregoing actions or otherwise authorize or permit any of its representatives to take any such action. Each Member shall, and shall instruct and cause its representatives and agents to, immediately cease any solicitations, discussions or negotiations with any person with respect thereto or parties (other than the parties party to the BCA and their respective representatives) in connection with any a Company Acquisition Proposal or potential Acquisition Proposal, disclose (other than the Transactions) and each Member acknowledges that any nonpublic information relating to action taken by it or the Company Subsidiaries or afford access to the properties, books or records any representative of it inconsistent with the restrictions set forth in this Section 4, whether or not such representative is purporting to act on the Company Subsidiaries such Member’s behalf, shall be deemed to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from constitute a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required 4 by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the CompanyMember.

No Solicitation of Transactions. (a) The Company shall notAmended and Restated UtiliCorp/KCPL Merger Agreement provides that neither KCPL nor UtiliCorp will, and shall cause that neither will authorize or permit any of its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents counsel, investment bankers, financial advisors and other representatives (the collectively, "Company Representatives") not to, directly or indirectly, initiate, solicit or encourage (including by way of furnishing information) or take any other action to solicit, initiate, encourage facilitate knowingly any inquiries or facilitate the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined below) from any person, or engage in any inquiry with respect discussion or negotiations relating thereto or accept any Acquisition Proposal; provided, however, that notwithstanding any other provision of the Amended and Restated UtiliCorp/KCPL Merger Agreement, a respective party may (i) at any time prior to the time the respective parties' shareholders shall have voted to approve the Amended and Restated UtiliCorp/KCPL Merger Agreement, engage in discussions or negotiations with a third party who (without any person solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with respect thereto the party or in connection with any Acquisition Proposal its Representatives after January 19, 1996) seeks to initiate such discussions or potential Acquisition Proposalnegotiations and may furnish such third-party information concerning the party and its business, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access properties and assets if, and only to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, extent that, in the event that (xA)(x) the Company shall receive third party has first made an Acquisition Proposal that is financially superior to the Board of Directors of Proposed UtiliCorp/KCPL Transaction and has demonstrated that financing for the Company concludes Acquisition Proposal is reasonably likely to be obtained (as determined in good faith could result in a Superior Proposal that was not solicited each case by it the party's board of directors after consultation with its financial advisors) and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt the party's board of the Requisite Shareholder Approval, the Board of Directors of the Company determines directors concludes in good faith, after receiving considering applicable provisions of state law, on the basis of oral or written advice of outside legal counsel, that, counsel that such action is necessary for the board of directors to act in light of this Acquisition Proposal, the Board of Directors is required by a manner consistent with its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company.applicable law and

No Solicitation of Transactions. (a) The Company RMT Parent agrees that it will not, nor will it permit any of its Subsidiaries to, and that it will instruct its Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information), or take any other action to knowingly facilitate, any inquiries or the making of any proposal or offer (including any proposal or offer to RMT Parent’s stockholders), with respect to any Competing RMT Parent Transaction, (ii) enter into, maintain, continue or otherwise engage or participate in any discussions or negotiations with any Person or entity in furtherance of such inquiries or to obtain a proposal or offer with respect to a Competing RMT Parent Transaction, (iii) agree to, approve, endorse, recommend or consummate any Competing RMT Parent Transaction, (iv) enter into any Competing RMT Parent Transaction Agreement or (v) resolve, propose or agree, or authorize or permit any Representative, to do any of the foregoing. RMT Parent acknowledges and agrees that it shall be responsible for the actions of its Subsidiaries and Representatives. RMT Parent acknowledges and agrees that the taking of any of the actions contemplated by the foregoing clauses (i) through (v) by RMT Parent or any of its Subsidiaries shall be deemed to be a breach by RMT Parent of this Section 7.03(a). RMT Parent acknowledges and agrees that if any of its Representatives takes any actions that, if taken by RMT Parent, would constitute a breach of this Section 7.03, such actions shall be attributed to RMT Parent and RMT Parent shall be responsible. RMT Parent shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Persons (other than LMC and its Affiliates) conducted prior to the execution of this Agreement by RMT Parent or any of its Subsidiaries or Representatives with respect to a Competing RMT Parent Transaction. RMT Parent shall not, and shall cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Subsidiaries not to, directly and RMT Parent shall instruct its Representatives not to, release any third party from, or indirectlywaive any provision of, take any action confidentiality or, subject to solicitapplicable fiduciary duties under Applicable Law, initiate, encourage standstill agreement to which it or facilitate the making one of any Acquisition Proposal or any inquiry with respect thereto or engage in discussions or negotiations with any person with respect thereto or its Affiliates is a party in connection with any Acquisition Proposal or potential Acquisition Proposala Competing RMT Parent Transaction. RMT Parent shall, disclose any nonpublic information relating to it or the Company and shall cause its Subsidiaries or afford access to the propertiesto, books or records of it or the Company Subsidiaries to any person promptly request each Person (other than LMC and its Affiliates) that has madeheretofore executed a confidentiality agreement with RMT Parent or any of its Subsidiaries in connection with such Person’s consideration of a Competing RMT Parent Transaction (whether by merger, acquisition of stock or assets or otherwise), to such party's knowledge, is considering making, any Acquisition Proposal, approve return (or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger if permitted by the applicable confidentiality agreement, acquisition agreementdestroy) all information required to be returned (or, option agreement or other similar agreement or propose to do any if applicable, destroyed) by such Person under the terms of the foregoing; providedapplicable confidentiality agreement and, howeverif requested by LMC, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in enforce such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention Person’s obligation to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company.

No Solicitation of Transactions. (a) The Subject to Sections 5.4(b) and 5.4(d), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the Director Appointment Date or, if earlier, the termination of this Agreement in accordance with Article 7, the Company and the Company Subsidiaries shall not, and the Company shall cause its affiliates and its and its affiliates' officersnot authorize, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (direct or knowingly permit the "Company Representatives") not Representatives to, directly or indirectly: (i) initiate, take any action to solicit, initiate, knowingly encourage or facilitate knowingly induce (including by way of providing non-public information) the making making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or otherwise cooperate with or assist or participate in or knowingly facilitate the making, submission or announcement of any inquiry with respect thereto Acquisition Proposal or Acquisition Inquiry, (ii) participate or engage in discussions or negotiations with any person Person with respect thereto or in connection with any to an Acquisition Proposal or potential Acquisition ProposalInquiry (for avoidance of doubt, disclose any nonpublic information relating to it being understood that the foregoing shall not prohibit the Company or the Company Subsidiaries or afford access Representatives from making such Person aware of the restrictions of this Section 5.4 in response to the propertiesreceipt of an Acquisition Proposal), books (iii) approve, endorse or records of it or the Company Subsidiaries to any person that has maderecommend, or publicly propose to such party's knowledgeapprove, is considering makingendorse or recommend, any Acquisition Proposal, approve (iv) withdraw, change, amend, modify or recommendqualify, or propose publicly to approve withdraw, change, amend, modify or recommendqualify, in a manner adverse to Parent or the Purchaser, the Company Board Recommendation, (v) enter into any Acquisition Proposal or approve or recommendmerger agreement, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger share purchase agreement, acquisition asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement) or enter into any Contract or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby, or (vi) terminate, waive, amend or modify any provision of, or grant permission under, any standstill, confidentiality agreement or propose similar Contract to do which the Company or any Company Subsidiary is a party (any action or failure to act set forth in the foregoing clauses (iii) or (iv), a “Change of Board Recommendation”). The Company shall (I) immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons, conducted prior to the execution of this Agreement, by the Company, the Company Subsidiaries or any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information Representatives with respect to it and the Company Subsidiaries to the person making such any Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement or Acquisition Inquiry and (iiII) participate in discussions regarding such Acquisition Proposal. Any violation promptly after the execution and delivery of the foregoing restrictions this Agreement (if requested by the Company RepresentativesParent), whether use its reasonable best efforts to cause to be returned or not such person is so authorized and whether destroyed all confidential information provided by or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed any Company Subsidiary to be a breach of this Agreement by the Companysuch Person.

No Solicitation of Transactions. (a) The Until this Agreement has been terminated as provided herein, Company shall not, directly or indirectly, and shall cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly, take any action to solicit, initiateinitiate or encourage (including by way of furnishing nonpublic information), encourage any inquiries or facilitate the making of any Acquisition Proposal proposal or offer (including, without limitation, any inquiry with respect thereto proposal or engage in offer to its stockholders) that constitutes, or may reasonably be expected to lead to, any Competing Transaction, or enter into or maintain or continue discussions or negotiations negotiate with any person with respect thereto in furtherance of such inquiries or in connection with any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has madeobtain a Competing Transaction, or agree to such party's knowledge, is considering making, or endorse any Acquisition Proposal, approve or recommendCompeting Transaction, or propose to approve authorize or recommend, permit any Acquisition Proposal of Company's Representatives or approve or recommendsubsidiaries, or propose any Representative retained by Company's subsidiaries, to approve or recommend, or execute or enter into, take any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoingsuch action; provided, however, that, that nothing contained in this Section 6.04 shall prohibit the event that board of directors of Company (xi) from complying with Rule 14d-9 or 14e-2(a) promulgated under the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes Exchange Act with regard to a tender or exchange offer not made in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach violation of this Section 7.04, 6.04 or (yii) prior to receipt of the Requisite Shareholder Approvalapproval by the stockholders of Company of this Agreement and the Merger from providing information (subject to a confidentiality agreement at least as restrictive as the Confidentiality Agreements) in connection with, the Board and negotiating, another unsolicited, bona fide written proposal regarding a Competing Transaction that (x) Company's board of Directors of the Company determines directors shall have concluded in good faith, after receiving considering applicable state law, on the basis of advice of independent outside counsel that such action is necessary to prevent Company's board of directors from violating its fiduciary duties to Company's stockholders under applicable law, (y) if any cash consideration is involved, shall not be subject to any financing contingency, and with respect to which Company's board of directors shall have determined (based upon the advice of outside legal counsel, that, Company's independent financial advisors) in light the exercise of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under to Company's stockholders that the Ohio Law to authorize acquiring party is capable of consummating such Competing Transaction on the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposalterms proposed, and (z) Company's board of directors shall have determined in the Company gives Parent written notice exercise of its intention fiduciary duties to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries Company's stockholders that such Competing Transaction provides greater value to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the stockholders of Company than those contained in the Letter Agreement and Merger (iibased upon the written opinion of Company's independent financial advisors that such Competing Transaction is superior from a financial point of view) participate in discussions regarding (any such Acquisition Competing Transaction being referred to herein as a "Superior Proposal"). Any violation of the foregoing restrictions set forth in this Section 6.04 by the any Representative of Company Representativesor any of its Subsidiaries, whether or not such person is so authorized and whether or not any such person Person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company.Section 6.04

No Solicitation of Transactions. (a) The Company shall notAgouron agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and cause its affiliates and its and its affiliatesSubsidiaries' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives"including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate or solicit or take any action designed to solicit, initiate, encourage or facilitate (including by way of furnishing information) any inquiries or the making of any Acquisition Proposal proposal or offer with respect to (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any inquiry of its Subsidiaries, or (ii) any purchase or sale of all or any significant portion of the assets or 10% or more of the equity securities of it or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). Agouron further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with respect thereto or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in discussions any negotiations concerning an Acquisition Proposal. Notwithstanding the foregoing, Agouron or negotiations its Board of Directors shall be permitted to (A) to the extent applicable, comply with any person Rule 14e-2(a) promulgated under the Exchange Act with respect thereto or in connection with any Acquisition Proposal or potential regard to an Acquisition Proposal, disclose or (B) engage in any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such any information to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person, if and only to the party making extent that, in the Acquisition Proposalcase of the actions referred to in clause (B), and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish the Board of Directors of Agouron concludes in good faith, based on the written advice of its outside legal counsel, that the provision of such information or the engaging in such negotiations or discussions is obligated by the directors' fiduciary duties in accordance with California law, (ii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the Board of Directors of Agouron receives from such person an executed confidentiality agreement containing customary terms and provisions and (iii) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the Board of Directors of Agouron notifies Warner-Lambert promptly of such inquiries, proposals or offers received xx, xxx xxxx xnformation requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers. Agouron agrees that it will keep Warner-Lambert informed, on a prompt basis, of the status and terms of axx xxxx xxxxxxals or offers and the status of any such discussions or negotiations. Agouron agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to it and the Company Subsidiaries to the person making such any Acquisition Proposal pursuant or similar transaction or arrangement and will not waive any rights under any confidentiality agreements entered into with such parties. Agouron agrees that it will take the necessary steps to a customary confidentiality agreement on terms no less favorable promptly inform the individuals or entities referred to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation first sentence of this Section 5.5 of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of obligations undertaken in this Agreement by the CompanySection 5.5.

No Solicitation of Transactions. (a) The Company Subject to Section 7.2(d), none of Paladin, Paladin OP or any Subsidiary shall, nor shall notit authorize, and shall cause its affiliates and its and its affiliates' officersdirectly or indirectly, directorsany Representative of Paladin, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") not Paladin OP or any Subsidiary to, directly or indirectly, take (i) solicit or knowingly facilitate (including by way of furnishing nonpublic information or assistance) any action to solicitinquiries with respect to, initiate, encourage or facilitate the making of of, any Acquisition Proposal or afford access to the business, Properties, assets, books or records of Paladin OP or any inquiry with respect thereto of the Subsidiaries, to any Person that has made or, to the knowledge of Paladin OP, is considering making or engage seeking to make any Acquisition Proposal, (ii) enter into, continue or otherwise participate in discussions or negotiations with any person with respect thereto Person in furtherance of such inquiries or in connection with any to obtain an Acquisition Proposal or potential Acquisition Proposal, disclose grant any nonpublic information relating waiver or release to it any Person under any standstill agreement or similar obligation to Paladin OP or any Subsidiary other than the Company Subsidiaries or afford access automatic termination of standstill obligations pursuant to the propertiesterms of agreements as in effect as of the date hereof, books by virtue of the execution and announcement of this Agreement or records of it otherwise, (iii) withdraw, modify or amend the Company Subsidiaries Paladin Recommendation in any manner adverse to any person that has madeBuyer Party, or fail to make the Paladin Recommendation (any event described in this clause (iii), a “Change in Recommendation”) (it being understood that the Paladin Board may choose to take no position with respect to an Acquisition Proposal until the close of business as of the tenth Business Day after the commencement of such party's knowledgeAcquisition Proposal pursuant to Rule 14d-2 under the Exchange Act without such action being considered an adverse modification), is considering making(iv) approve, endorse or recommend any Acquisition Proposal, approve or recommend, or propose to approve or recommend, (v) enter into any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreementarrangement, acquisition agreementunderstanding, option contract or agreement relating to an Acquisition Proposal. Paladin OP shall, and shall direct its Representatives to, immediately cease any discussions, negotiations or other similar agreement communications with any party or propose parties with respect to do any Acquisition Proposal. It is agreed that any violation of the foregoing; providedrestrictions on Paladin, however, that, Paladin OP or any Subsidiary set forth in the event that (x) the Company this Section by any Representative thereof shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from be deemed a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the CompanyPaladin Parties.

No Solicitation of Transactions. (a) The Company shall notagrees that neither it nor any Company Subsidiary shall, and that it shall cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "each Company Representatives") Subsidiary's Representatives not to, directly or indirectly, take any action to initiate, solicit, initiate, encourage or otherwise facilitate (including by way of furnishing information) any inquiries or the making of any proposal, or offer with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase or sale of all or any significant portion of the assets or 20% or more of the equity securities of, the Company or any Company Subsidiary that, in any such case, could reasonably be expected to interfere with the completion of the Merger or the other transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "ACQUISITION PROPOSAL"). The Company further agrees that neither it nor any Company Subsidiaries shall, and that it shall cause its and each Company Subsidiary's Representatives not to, directly or indirectly, have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal or any inquiry with respect thereto or engage in discussions any negotiations concerning an Acquisition Proposal, or negotiations with otherwise facilitate any person with respect thereto effort or in connection with any attempt to make or implement an Acquisition Proposal or potential accept an Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, that nothing contained in the event that (x) this Agreement shall prevent the Company shall receive or the Company Board from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal that the Board of Directors of the Company concludes Proposal; (ii) engaging in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such any discussions or negotiations with, or provide such providing any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person; or (iii) recommending such an unsolicited bona fide written Acquisition Proposal to the party holders of Company Common Stock if and only to the extent that, in any such case as is referred to in clause (ii) or (iii), (A) the Company Board concludes in good faith (after consultation with its legal counsel and financial advisors) that such Acquisition Proposal is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the Acquisition Proposal and the Person making the Acquisition Proposal, and would, if consummated, result in a transaction more favorable to holders of Company Common Stock than the transaction contemplated by this Agreement (zany such more favorable Acquisition Proposal being referred to in this Agreement as a "SUPERIOR PROPOSAL"), (B) the Company gives Parent written notice of Board determines in good faith after consultation with legal counsel that such action is necessary for it to act in a manner consistent with its intention fiduciary duties under applicable law, (C) prior to do soproviding any information or data to any Person in connection with a Superior Proposal by any such Person, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making Board receives from such Acquisition Proposal pursuant to a customary Person an executed confidentiality agreement on terms no less favorable substantially similar to the Company than those contained in the Letter Flo-Sun Confidentiality Agreement and (iiD) participate prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the Company Board notifies FSI immediately of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, the Company, any Company Subsidiary or any of their Representatives indicating, in connection with such notice, the name of such Person and the terms and conditions of any proposals or offers. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions regarding such or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Any violation The Company agrees that it shall keep FSI informed, on a current basis, of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized status and whether or not terms of any such person is purporting to act on behalf proposals or offers and the status of the Company any such discussions or otherwise, shall be deemed to be a breach of this Agreement by the Companynegotiations.

No Solicitation of Transactions. (a) The Company shall immediately cease any discussions or negotiations with any person that may be ongoing with respect to a Takeover Proposal (as hereinafter defined). From the date hereof, the Company shall not, and nor shall cause its affiliates and its and its affiliates' officersit authorize or permit any Company Subsidiary to, directorsnor shall it authorize or permit any director, employeesofficer or employee of the Company or any of the Company Subsidiaries or any investment banker, financial advisorsattorney, consultants, attorneys, accountants, agents and accountant or other representatives (advisor or representative of the "Company Representatives") not or any of the Company Subsidiaries to, directly or indirectlyindirectly (and it shall instruct and cause each applicable Company Subsidiary, if any, to instruct each such director, officer, employee, investment banker, attorney, accountant or other advisor or representative of the Company or any of the Company Subsidiaries not to) (i) solicit, initiate or knowingly encourage, or knowingly take any other action or fail to take any action in a way designed to solicitfacilitate, initiate, encourage any inquiries or facilitate the making of any Acquisition proposal or offer that constitutes, or could reasonably be expected to lead to, any Takeover Proposal, (ii) furnish any non-public information regarding the Company or any of its subsidiaries to any person in connection with or in response to a Takeover Proposal or any an inquiry with respect thereto or indication of interest that could reasonably be expected to lead to a Takeover Proposal, (iii) engage in discussions or negotiations with any person with respect thereto to any Takeover Proposal, (iv) approve, endorse or in connection with recommend any Acquisition Takeover Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or (v) enter into, into any letter of intent, intent or similar document or any agreement in principle, merger agreement, acquisition agreement, option agreement contemplating or other similar agreement or propose otherwise relating to do any of the foregoingAcquisition Transaction; provided, however, thatthat if, in following the event that (x) the Company shall receive an Acquisition receipt of a bona fide written unsolicited Takeover Proposal that the Company Board of Directors of the Company concludes determines in good faith could result in constitutes or is reasonably likely to lead to a Superior Proposal and that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt 7.04 or any other provision of the Requisite Shareholder Approvalthis Agreement, the Company Board of Directors of the Company determines in good faith, after receiving the advice of consultation with outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by that a failure to do so would be inconsistent with its fiduciary duties under the Ohio Law to authorize applicable Law, the Company may, at any time prior to participate obtaining the Shareholder Approval, in response to such discussions or negotiations withTakeover Proposal and subject to compliance with this Section 7.04, or provide such (A) request information to, from the party making such Takeover Proposal for the Acquisition Proposalpurpose of informing itself about the Takeover Proposal that has been made and the party that made it, and (z) the Company gives Parent written notice of its intention to do so, the Company may (iB) furnish non-public information with respect to it the Company and the Company Subsidiaries to the person party making such Acquisition Takeover Proposal pursuant to a customary confidentiality agreement, provided, however, that (1) such confidentiality agreement on may not include any provision calling for an exclusive right to negotiate with the Company, (2) such confidentiality agreement shall permit the Company to comply with its obligations hereunder, (3) such confidentiality agreement contains terms no less favorable to the Company than those contained in the Letter terms of the Confidentiality Agreement and (ii4) the Company furnishes to Parent all such non-public information delivered to such person (to the extent not previously delivered or made available to Parent) substantially concurrently with its delivery to the requesting party, and (C) participate in discussions and negotiations with such party regarding such Acquisition Takeover Proposal. Any Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or the foregoing taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any representative of the Company Representativesor any of its subsidiaries, whether or not such person is so authorized and whether or not any such person representative is purporting to act on behalf of the Company or otherwiseany of its Subsidiaries, shall be deemed to be constitute a breach of this Agreement Section 7.04 by the Company.

No Solicitation of Transactions. (a) The Company agrees that it shall not, and it shall use its reasonable best efforts to cause its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or take any other action designed to, or which could reasonably be expected to, facilitate an Acquisition Proposal or the making, submission or announcement of, any Acquisition Proposal, (ii) participate or engage in any discussions or negotiations regarding, or furnish to any person any nonpublic information with respect to, or take any other action to solicit, initiate, encourage facilitate any inquiries or facilitate the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal or any inquiry with respect thereto or Proposal, (iii) engage in discussions or negotiations with any person with respect thereto to any Acquisition Proposal, except to notify such person as to the existence of these provisions, (iv) approve, endorse or in connection recommend any Acquisition Proposal with respect to it, or (v) enter into any letter of intent or similar document or any agreement, commitment or understanding contemplating or otherwise relating to any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoinga transaction contemplated thereby; provided, however50 that so long as there has been no breach of this Section 5.5(a), thatthe Company may, in the event that (x) the Company shall receive response to an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it after the date hereof and did otherwise in compliance with the obligations under Section 5.5(c), participate in discussions or negotiations with, request clarifications from, or furnish information to, any person which makes such Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement containing customary terms and conditions; provided, that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions of the Confidentiality Agreement, or omits restrictive provisions contained in the Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to be automatically amended to contain in substitution for such comparable provisions such less restrictive provisions, or to omit such restrictive provisions, as the case may be, and in connection with the foregoing, the Company agrees not otherwise result from a breach to waive any of this Section 7.04the provisions in any such confidentiality agreement without waiving the similar provisions in the Confidentiality Agreement to the same extent, (yB) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company Board reasonably determines in good faith, after receiving consultation with its outside legal counsel and financial advisor, that such Acquisition Proposal could reasonably be expected to lead to a Superior Proposal and (C) the advice of Company Board reasonably determines in good faith, after consultation with its outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by that failure to take such actions would be inconsistent with its fiduciary duties under the Ohio Law applicable Law. The Company shall immediately terminate, and shall use its reasonable best efforts to authorize the Company cause its Representatives to participate in such immediately terminate, all discussions or negotiations withnegotiations, if any, with any third party with respect to, or provide such information to, the party making the any that could reasonably be expected to lead to an Acquisition Proposal, . The Company shall promptly (and in any event within two (z2) the Company gives Parent written notice business days) request that each person which has heretofore executed a confidentiality agreement with it or any of its intention to do so, the Company may (i) furnish information Representatives with respect to it and the Company Subsidiaries to the person making such person’s consideration of a possible Acquisition Proposal pursuant immediately return or destroy all confidential information heretofore furnished to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Companyits Representatives.

No Solicitation of Transactions. (a) The Company agrees that (i) it and its directors and officers shall not, (ii) its Subsidiaries and its Subsidiaries' directors and officers shall cause its affiliates not and (iii) it shall use reasonable best efforts to ensure that its and its affiliatesSubsidiaries' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") not toRepresentatives shall not, directly or indirectly, take any action to (A) solicit, initiate, initiate or knowingly encourage or facilitate the making of any Acquisition submission, proposal, offer or inquiry that constitutes or would reasonably be expected to lead to a Takeover Proposal (other than contacting or engaging in discussions with the Person that has made a Takeover Proposal (or its Representatives) after the execution and delivery of this Agreement that has not been withdrawn for the sole purpose of clarifying such Takeover Proposal; provided, that the Company shall promptly provide to Parent any inquiry material written correspondence with respect thereto any such Person or engage its Representatives and a written summary of any material oral communications), (B) enter into, continue or otherwise participate in any discussions or negotiations with regarding, any person with respect thereto submission, proposal, offer or inquiry that constitutes or would reasonably be expected to lead to a Takeover Proposal or furnish any non-public information relating to the Company or any of its Subsidiaries to any Person (or any of its Representatives) who has made any submission, proposal, offer or inquiry that constitutes or would reasonably be expected to lead to a Takeover Proposal, (C) terminate, waive, amend, release or modify any provision of any confidentiality agreement to which the Company or any Subsidiary of the Company is a party in connection with any Acquisition Takeover Proposal or potential Acquisition Proposalany submission, disclose proposal, offer or inquiry that would reasonably be expected to lead to any nonpublic information relating to it or Takeover Proposal (unless the Company Subsidiaries or afford access Board of Directors determines in good faith (after consultation with its outside counsel) that failure to do so would be inconsistent with the propertiesfiduciary duties of directors under Delaware Law), books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or (D) enter into, into any letter of intent, intent or agreement in principleprinciple or any Contract concerning any Takeover Proposal or any submission, merger agreementproposal, acquisition agreementoffer or inquiry that would reasonably be expected to lead to a Takeover Proposal (other than a confidentiality agreement in accordance with this Section 6.06(a)) or (E) reimburse or agree to reimburse the expenses of any other Person (other than the Company's Representatives) in connection with any Takeover Proposal or any submission, option agreement proposal, offer or other similar agreement inquiry that would reasonably be expected to lead to a Takeover Proposal. The Company shall, and shall cause its Subsidiaries and direct its Representatives to, immediately cease and cause to be terminated all then existing discussions and negotiations with any Person conducted theretofore with respect to any Takeover Proposal or propose any submission, proposal, offer or inquiry that would reasonably be expected to do lead to any of Takeover Proposal. Notwithstanding the foregoing; providedforegoing or anything else in this Agreement to the contrary, however, thatat any time prior to obtaining the Company Required Vote, in response to an unsolicited written Takeover Proposal received after the event that (x) execution and delivery of this Agreement and prior to the Company shall receive an Acquisition Proposal that obtaining the Company Required Vote, if the Company Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of consultation with its financial advisor and outside legal counsel, that, in light of this Acquisition that such Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (iand may authorize and permit its Subsidiaries and Representatives to), subject to compliance with this Section 6.06(a), prior to obtaining the Company Required Vote, (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing provisions substantially similar to those set forth in the Confidentiality Agreement (provided that such 47 confidentiality agreement need not contain a standstill), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrently with the time it is provided to such Person or any of its Representatives, and (y) participate in discussions and negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. (b) Neither the Company Board of Directors nor any committee thereof shall (i) withdraw (or modify in a manner adverse to Parent), or publicly propose to withdraw (or modify in a manner adverse to Parent), the approval, declaration of fairness and advisability or recommendation by the Company Board of Directors or any such committee of this Agreement, the Merger or the other transactions contemplated hereby or fail to include such declaration or recommendation in the Proxy Statement, (ii) approve, recommend the adoption of, or publicly propose to approve or recommend the adoption of, any Takeover Proposal, (iii) fail to publicly reaffirm the recommendation by the Company Board of Directors of this Agreement, the Merger or the other transactions contemplated hereby within five (5) Business Days of a written request by Parent to make such public reaffirmation following the receipt by the Company of a public Takeover Proposal (other than in the case of a Takeover Proposal in the form of a tender offer or exchange offer) that has not been withdrawn; provided that Parent may make any such request only once in any ten (10) Business Day period with respect to a particular Takeover Proposal or (iv) make any recommendation in connection with a tender offer or exchange offer other than a recommendation against such offer or a "stop, look and listen" communication by the Company Board of Directors of the type contemplated by Rule 14d-9(f) under the Exchange Act, or fail to recommend against acceptance of such a tender or exchange offer, including by taking no position with respect to acceptance of such tender or exchange offer, by the close of business on the earlier of (A) the tenth (10th) Business Day after the commencement of such tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act and (B) the third (3rd) Business Day prior to the Company Stockholders Meeting (each, an "Adverse Recommendation Change"). (c) Notwithstanding the foregoing or anything else in this Agreement to the contrary, at any time prior to obtaining the Company Required Vote, the Company Board of Directors may, if, after consultation with its outside counsel, it determines in good faith that the failure to take such action would be inconsistent with the fiduciary duties of directors under Delaware Law, (x) in response to an unsolicited Superior Proposal that has not been withdrawn, make an Adverse Recommendation Change in response to such Superior Proposal and, if it so determines, terminate this Agreement in order to enter into a definitive agreement to effect such Superior Proposal or (y) make an Adverse Recommendation Change (but not terminate this Agreement) in response to a Change in Circumstances, in each case if and only if: (i) the Company has materially complied with this Section 6.06 with respect to such Takeover Proposal and the Person making such Takeover Proposal (and such Person's Representatives); (ii) the Company shall have given Parent notice at least three (3) Business Days prior to making any such Adverse Recommendation Change or causing or permitting the Company to terminate this Agreement pursuant to clause (x) above in this Section 6.06(c), which notice shall include (A) the terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board of Directors and 48 a copy of all proposed documents to effect such Superior Proposal in the possession of the Company or any of its Representatives (it being understood and agreed that (1) any amendment to the financial terms of such Superior Proposal shall require a new notice and an additional two (2) Business Day period prior to taking any specified action and (2) in determining whether to make an Adverse Recommendation Change or to cause or permit the Company to so terminate this Agreement, the Company Board of Directors shall take into account any changes to the terms of this Agreement proposed by Parent in writing to the Company in response to any such notice or otherwise within the periods described above) or (B) the material event or development or material change in circumstance constituting such Change in Circumstances; (iii) the Company has and has caused its Subsidiaries and its and their respective Representatives to make themselves available to negotiate with Parent and its Representatives during the period referred to in clause (ii) to the extent requested in writing by Parent in order so that such Takeover Proposal ceases to constitute a Superior Proposal or that such matter no longer constitutes a Change in Circumstances; and (iv) after considering any proposed revisions to this Agreement made by Parent in writing during such periods described above, if any, the Company Board of Directors shall have determined in good faith, after consultation with outside counsel, that the failure to make the Adverse Recommendation Change in response to such Superior Proposal or Change in Circumstances or cause or permit the Company to terminate this Agreement in response to such Superior Proposal would be inconsistent with the fiduciary duties of directors under Delaware Law. (d) In addition to the obligations of the Company set forth in Section 6.06(a) and Section 6.06(b), the Company shall as promptly as practicable (and in any event within twenty-four (24) hours after receipt thereof) advise Parent of the receipt of any Takeover Proposal or any proposal, offer or inquiry that would reasonably be expected to lead to a Takeover Proposal after the date of this Agreement, the material terms and conditions of any such Takeover Proposal and the identity of the Person making any such Takeover Proposal. The Company shall keep Parent reasonably informed on a prompt basis of any material developments with respect to any such Takeover Proposal, proposal, offer or inquiry (including any material changes thereto) and shall provide Parent as promptly as practicable (and in no event later than twenty-four (24) hours after receipt or delivery of) any draft documents to effect such Takeover Proposal, proposal or offer or any term sheets, indications or interest or other material documents with respect to such Takeover Proposal, proposal, offer or inquiry or that contain proposed terms of such Takeover Proposal, proposal, offer or inquiry. (e) Nothing contained in this Section 6.06 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or Item 1012(c) of Regulation M-A promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the Company Board of Directors determines (after consultation with its outside counsel) that failure to do so would be inconsistent with the fiduciary duties of directors under Delaware Law, it being understood, however, that (A) this clause (ii) shall not be deemed to permit the Company Board of Directors to make an Adverse Recommendation Change or take 49 any of the actions referred to in clause (ii) of Section 6.06(b) except, in each case, to the extent permitted by Section 6.06(b) and (B) any disclosure made pursuant to this clause (ii) relating to any Takeover Proposal or Change in Circumstances shall be deemed to be an Adverse Recommendation Change unless it includes a reaffirmation by the Company Board of Directors that the Company Board of Directors continues to recommend that the Company Stockholders adopt this Agreement, the Merger and the other transactions contemplated by this Agreement and that the Company Board of Directors believes this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, advisable and in the best interests of the Company and the Company Subsidiaries Stockholders. (f) In the event that the Company receives a Takeover Proposal during the pendency of this Agreement, the Company hereby agrees that (i) notwithstanding the standstill provisions contained in the Confidentiality Agreement, Parent shall be permitted to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable propose to the Company than those contained in the Letter one or more amendments to this Agreement and (ii) participate in discussions regarding Parent shall be permitted include as part of any such Acquisition Proposal. Any violation of the foregoing restrictions amendments to this Agreement changes to reflect a joint bid structure with a Third Party; provided, such Third Party shall have agreed to bound by the Company Representatives, whether or not obligations imposed with respect to a "Recipient" in the Confidentiality Agreement such person is so authorized and whether or not any such person is purporting to act on behalf of that the Company or otherwise, shall be deemed to be a breach of this can enforce the Confidentiality Agreement by (including the Company.standstill provisions thereof) against such Third Party. Section 6.07

No Solicitation of Transactions. (a) The Company Urban shall not, and nor shall cause its affiliates and its and its affiliates' officersit permit any Urban Subsidiary to, directorsnor shall it authorize or permit any officer, employeesdirector or employee of, financial advisorsor any investment banker, consultantsattorney or other advisor or representative of, attorneysUrban or any Urban Subsidiary to (i) solicit or initiate, accountantsencourage, agents and other representatives (the "Company Representatives") not toor facilitate, directly or indirectly, any inquiries relating to, or the submission of, any proposal or offer, whether in writing or otherwise, from any person other than Rodamco, Hexalon, Head Acquisition LP, Head Acquisition Corp or any affiliates thereof (a "THIRD PARTY") to acquire beneficial ownership (as defined under Rule 13(d) of the Exchange Act) of all or more than 15% of the assets of Urban and the Urban Subsidiaries, taken as a whole, or 15% or more of any class of equity securities of Urban or the Urban LP pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions, which is structured to permit such Third Party to acquire beneficial ownership of more than 15% of the assets of Urban and the Urban Subsidiaries, taken as a whole, or 15% or more of any class of equity securities of Urban or the Urban LP (a "COMPETING TRANSACTION"); (ii) participate in any discussions or negotiations regarding, or furnish to any person any information or data with respect to or access to the properties of, or take any other action to solicit, initiate, encourage or knowingly facilitate the making of any Acquisition Proposal proposal that constitutes, or may reasonably be expected to lead to, any inquiry Competing Transaction; or (iii) enter into any agreement (written or oral) with respect thereto or engage in discussions or negotiations with any person with respect thereto or in connection with any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition ProposalCompeting Transaction, approve or recommend, recommend or propose resolve to approve or recommend, recommend any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute Competing Transaction or enter intointo any agreement (written or oral) requiring it to abandon, any letter of intentterminate or fail to consummate the Offer, agreement in principlethe Merger, merger agreementthe Amendment and the other transactions contemplated by this Agreement. Notwithstanding the foregoing sentence, acquisition agreement, option agreement or other similar agreement or propose prior to do any the expiration of the foregoing; providedOffer, howeverif Urban receives a bona fide, thatwritten proposal or offer for a Competing Transaction by a Third Party, in which the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes Urban Special Committee determines in good faith could result in a Superior Proposal that was not solicited by it (after consulting the Urban Special Committee's independent financial advisor and did not otherwise result independent legal counsel) (A) is on terms which are more favorable from a breach financial point of view to the holders of shares of Urban Stock than the Offer, the Merger, and the other transactions contemplated by this Section 7.04Agreement, (yB) prior is not subject to any material contingency, including any contingency relating to financing, to which neither the Urban Special Committee determines may likely be overcome or addressed nor the other party thereto has reasonably demonstrated in its written offer its ability to overcome or address, including the receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is government consents or approvals (including any such approval required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition ProposalHSR Act), and (zC) is reasonably capable of being consummated (PROVIDED, that Urban, including the Company gives Parent written notice Urban Special Committee, and any of its intention advisors shall be permitted to do socontact such Third Party and its advisors solely for the purpose of clarifying the proposal and any material contingencies and the capability of consummation) (a "SUPERIOR COMPETING TRANSACTION"), the Company may (i) then Urban may, in response to an unsolicited request therefor and subject to compliance with SECTION 6.4(b), furnish information with respect to it Urban and the Company Urban Subsidiaries to the person making to, and participate in discussions and negotiations directly or through its representatives with, such Acquisition Proposal pursuant Third Party, subject to a customary confidentiality agreement on terms no not materially less favorable to Urban than the Company than those Confidentiality Agreement. Nothing contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by shall prevent the CompanyUrban Board of Directors or the Urban Special Committee from complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act.

No Solicitation of Transactions. (a) The Company shall notDuring the period commencing on the date hereof and ending on the Closing Date, the Goldsboro Parties and shall cause its affiliates and its and its affiliates' their respective Affiliates, officers, directors, employeesshareholders and advisors will not initiate, financial advisorssolicit, consultantsnegotiate, attorneysrespond to, accountantsor pursue with any third party (including, agents without limitation, Smithfield Foods, Inc. ("Smithfield") and other representatives its Affiliates) any inquiry, proposal or offer relating to the acquisition and/or financing of the Company and its Subsidiaries or the Business, or any portion thereof, or of the Xxxxxx-Xxxxx Butterball Interest, the Xxxxxxx Growing Interest, or the Xxxxxxx Membership Interest (the Xxxxxxx Membership Interest together with the Xxxxxxx Growing Interest, the "Company RepresentativesXxxxxxx Butterball Interest") whether by purchase of assets or stock, merger, consolidation, recapitalization, reorganization or other transaction (an "Alternative Offer"), and shall not toprovide any information regarding the Company, directly its Subsidiaries, the Xxxxxxx Butterball Interest or indirectlythe Xxxxxx-Xxxxx Butterball Interest, take to any action third party, where the Goldsboro Parties or their respective Affiliates, officers, directors, shareholders and advisors have reason to solicit, initiate, encourage or facilitate the making of any Acquisition Proposal or any inquiry with respect thereto or engage in discussions or negotiations with any person with respect thereto or believe such information may be used in connection with an Alternative Offer. In addition, the Goldsboro Parties will, from the date hereof until the Closing Date, cease any Acquisition Proposal or potential Acquisition Proposal, disclose discussions with any nonpublic information third parties other than the Purchaser relating to an Alternative Offer. The Goldsboro Parties will promptly advise the Purchaser in writing of the terms of any Alternative Offer and the name of the offeror. Notwithstanding the foregoing, it or is understood that the Company Subsidiaries or afford access Goldsboro Parties shall be permitted to continue discussions and negotiations with Smithfield and its Affiliates with respect to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any purchase of the foregoing; providedXxxxxx-Xxxxx Butterball Interest pursuant to the Buy/Sell Notice. Notwithstanding anything to the contrary contained herein, however, that, this Section 8.5 shall be deemed to have terminated in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by is terminated in accordance with the Companyprovisions of Article XI.

No Solicitation of Transactions. (a) The Subject to Section 5.4(b), from and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 7, the Company shall not, and shall cause its affiliates the Company Subsidiary and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly, take any action to solicit, : (i) initiate, solicit or knowingly encourage (including by way of providing information) the submission of any inquiries, proposals or facilitate the making of offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to, any Acquisition Proposal or any inquiry with respect thereto or engage in any discussions or negotiations with any person Person with respect thereto (for the avoidance of doubt, it is understood that the foregoing shall not prohibit the Company or any of its advisors or representatives from making such Person aware of the restrictions of this Section 5.4 in connection with any Acquisition Proposal or potential response to the receipt of an Acquisition Proposal, disclose any nonpublic information relating to nor shall it or prohibit the Company Subsidiaries from engaging in discussions with its advisors or afford access representatives to the properties, books or records of it or extent reasonably necessary to assist the Company Subsidiaries in determining how to any person that has madeproperly respond to such Acquisition Proposal), or to otherwise cooperate with or assist or participate in or knowingly facilitate any such party's knowledgeinquiries, is considering makingproposals, any Acquisition Proposaloffers, discussions or negotiations, (ii) approve or recommend, or publicly propose to approve or recommend, any an Acquisition Proposal Proposal, (iii) withdraw, change, amend, modify or approve or recommendqualify, or propose publicly to approve withdraw, change, amend, modify or recommendqualify, in a manner adverse to Parent or the Purchaser, or execute otherwise make any public statement or proposal inconsistent with, the Company Board Recommendation, (iv) enter intointo any merger agreement, any letter of intent, agreement in principle, merger share purchase agreement, acquisition asset purchase agreement, share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or propose enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or (v) formally resolve or agree to do any of the foregoing; provided, however, that, foregoing (any action or failure to act set forth in the event that foregoing clauses (xii), (iii) or (v) (to the extent related to the foregoing clauses (ii) or (iii)), a “Change of Board Recommendation”). The Company shall immediately cease and cause to be terminated any solicitation, knowing encouragement, discussion or negotiation with any Person conducted prior to the date of this Agreement by the Company, the Company shall receive an Acquisition Proposal that the Board of Directors Subsidiary or any of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information Representatives with respect to it and the Company Subsidiaries to the person making such any Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to and shall promptly request the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation return or destruction of the foregoing restrictions all confidential information provided by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed the Company Subsidiary to be a breach of this Agreement by such Person provided in connection with any Acquisition Proposal or the Companyconsideration thereof.

No Solicitation of Transactions. (a) The Company shall notPrior to the termination and abandonment of this Agreement, and shall cause its affiliates and its and its affiliates' none of the members of the Selling Group: will, or will allow the ROV Group Members or their Affiliates, officers, directors, employeesor representatives to: (a) solicit, financial advisorsinitiate or encourage submission of proposals or offers from any person other than Purchaser, consultantsVidor or Newco relating to any acquisition or purchase of all or a material part of the stock or assets of, attorneysor any merger, accountantsconsolidation, agents share exchange or business combination with, or any recapitalization, restructuring or issuance or offering of debt or equity securities of, Overseas or the Operating Subsidiaries (an "Acquisition Proposal"); or (b) participate in any discussions or negotiations regarding, or furnish to any person other than Purchaser, Vidor and other representatives (the "Company Representatives") not Newco and their representatives, any information with respect to, directly or indirectlyotherwise cooperate in any way with or assist, take facilitate or encourage, any action Acquisition Proposal by any person other than Purchaser, Vidor or Newco. The members of the Selling Group will immediately cease and cause to solicitbe terminated any existing activity, initiatediscussions or negotiations with any person other than Purchaser, encourage Vidor or facilitate Newco and their representatives conducted prior to the making execution and delivery of this Agreement with respect to any Acquisition Proposal. If, notwithstanding the foregoing, any of the members of the Selling Group or any of their Affiliates or representatives, Overseas or the Operating Subsidiaries should receive any Acquisition Proposal or any inquiry with respect thereto regarding any such proposal from a third party, the person or engage in discussions or negotiations with any person with respect thereto entity receiving such a proposal (or in connection with any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records case of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that made to Overseas or the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it Operating Subsidiaries, each Selling Group Representative) shall promptly inform Purchaser, Vidor and did not otherwise result from a breach Newco. For purposes of this Section 7.04, (y) prior to receipt of the Requisite Shareholder ApprovalAgreement, the Board term "Affiliate" shall have the meaning given that term in Rule 405 of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties Regulation C promulgated under the Ohio Law to authorize the Company to participate in such discussions or negotiations withSecurities Act of 1933, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Companyas amended.

No Solicitation of Transactions. (a) The Company shall not, and shall cause not authorize or permit any of its affiliates and Subsidiaries, or any of its and its affiliates' or their officers, directors, employeesaffiliates or employees or any investment banker, financial advisorsadvisor, consultantsattorney, attorneysaccountant, accountants, agents and agent or other representatives representative acting on its or their behalf (the "collectively “Company Representatives"”) not to, (i) solicit, initiate, knowingly encourage, or knowingly take any other action to facilitate (including by way of furnishing non-public information), directly or indirectly, take any action inquiries with respect to solicitan Acquisition Proposal, initiate, encourage or facilitate the making of any proposal that constitutes or may reasonably be expected to lead to, an Acquisition Proposal Proposal, or (ii) initiate, participate in or knowingly encourage any inquiry with respect thereto or engage in discussions or negotiations with any person with respect thereto or in connection with any Acquisition Proposal or potential regarding an Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in at any time prior to the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors receipt of the Company concludes in good faith could result in Stockholder Approval, if the Company receives a Superior bona fide, written Acquisition Proposal that was not solicited by it and the Company on or after the date of this Agreement or that did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval8.04(a), the Board of Directors of Company may furnish, or cause to be furnished, non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal (a “Proposing Party”) and may participate in discussions and negotiations regarding such Acquisition Proposal if (A) the Company Board determines in good faithfaith (after having obtained sufficient preliminary information upon which to make such determination), after receiving the advice of consultation with outside legal counsel, that, in light that failure to do so would be reasonably likely to be inconsistent with the duties of this Acquisition Proposal, the Board directors of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in the Company or its stockholders under applicable law, (B) prior to taking such discussions or negotiations with, or provide such information toaction, the party Company enters into a confidentiality agreement with respect to such Acquisition Proposal that contains provisions that are no less restrictive on the Person making such Acquisition Proposal than the provisions of the Confidentiality Agreement, and (C) the Company Board determines in good faith (after having obtained sufficient preliminary information upon which to make such determination), after consultation with its outside financial advisor, that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal. The Company shall provide prompt (but in no event less than forty-eight (48) hours following the Company’s initial receipt of any Acquisition Proposal) oral and written notice to Parent of (a) the receipt of any such Acquisition Proposal, and any modification or amendment to any such Acquisition Proposal, by the Company, any Subsidiary or any Company Representative, (zb) the Company gives Parent written notice material terms and conditions of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (iic) participate in discussions regarding the identity of such person or entity making any such Acquisition Proposal. Any violation The Company shall continue to keep Parent informed of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized status and whether or not details of any such person is purporting Acquisition Proposal or inquiry (including any material changes to act on behalf of the Company status or otherwise, shall be deemed to be a breach of this Agreement by the Companymaterial terms thereof).

No Solicitation of Transactions. (a) The Company BSB shall immediately cease and cause to be terminated any existing discussions or negotiations relating to a Competing Proposal (as defined below), other than with respect to the Merger, with any parties conducted heretofore. BSB will not, directly or indirectly, and shall cause will instruct its affiliates and its and its affiliates' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") Representatives not to, directly or indirectly, initiate, solicit or encourage (including by way of furnishing information or assistance), or take any other action to solicitfacilitate, initiate, encourage any inquiries or facilitate the making of any Acquisition Proposal proposal that constitutes, or reasonably may be expected to lead to, any inquiry with respect thereto Competing Proposal, or engage in enter into or maintain discussions or negotiations negotiate with any person with respect thereto in furtherance of or in connection with any Acquisition Proposal relating to such inquiries or potential Acquisition to obtain a Competing Proposal, disclose or agree to or endorse any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has madeCompeting Proposal, or authorize or permit any Representative of BSB or any of its subsidiaries to take any such party's knowledgeaction, is considering makingand BSB shall use its reasonable best efforts to cause the Representatives of BSB and the BSB Subsidiaries not to take any such action, and BSB shall promptly notify NBT if any Acquisition such inquiries or proposals are made regarding a Competing Proposal, approve or recommendand BSB shall keep NBT informed, or propose to approve or recommendon a current basis, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoingstatus and terms of any such proposals; provided, however, thatthat prior to such time as the stockholders of BSB shall have adopted and approved this Agreement in accordance with Delaware Law, nothing contained in the event that (x) the Company this Section 5.05 shall receive an Acquisition Proposal that prohibit the Board of Directors of the Company concludes BSB from (i), in good faith could result in connection with a Superior Proposal Competing Transaction (as defined below), furnishing information to, or entering into discussions or negotiations with, any person that was not solicited by it makes an unsolicited bona fide proposal to acquire BSB pursuant to a merger, consolidation, share exchange, business combination or other similar transaction, if, and did not otherwise result from a breach of this Section 7.04only to the extent that, (yA) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of BSB, after consultation with and based upon the Company advice of independent legal counsel, determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, faith that such action is required for the Board of Directors is required by of BSB to comply with its fiduciary duties under the Ohio Law to authorize the Company stockholders imposed by Delaware Law, (B) prior to participate in furnishing such information to, or entering into discussions or negotiations with, or provide such person, BSB provides written notice to NBT to the effect that it is furnishing information to, the party making the Acquisition Proposalor entering into discussions or negotiations with, and such person, (zC) the Company gives Parent written notice of its intention prior to do sofurnishing such information to such person, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the BSB receives from such person making such Acquisition Proposal pursuant to a customary an executed confidentiality agreement on with terms no less favorable to the Company BSB than those contained in the Letter Agreement Confidentiality Agreements, and (D) BSB 44 45 keeps NBT informed, on a current basis, of the status and details of any such discussions or negotiations; or (ii) participate in discussions regarding such Acquisition Proposal. Any violation of complying with Rule 14e-2 promulgated under the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the CompanyExchange Act.

No Solicitation of Transactions. (a) The Company shall notFrom the date of Merger Agreement until completion of the Merger or, if earlier, the termination of the Merger Agreement, Microfluidics will not and shall will cause its affiliates subsidiary and its and its affiliates' their respective directors, officers, directors, employees, financial advisorsaccountants, consultants, attorneyslegal counsel, accountantsadvisors, agents and other representatives (the "Company Representatives") representatives, whom we refer to collectively as “representatives,” not to, directly or indirectly, take any action to solicit, : • initiate, solicit or knowingly encourage (including by way of providing information) the submission of any inquiries, proposals or facilitate the making of offers or other efforts or attempts that constitute, or may reasonably be expected to lead to, any Acquisition Proposal or any inquiry with respect thereto or engage in any discussions or negotiations with any person with respect thereto or in connection with any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, thereto; • approve or recommend, or publicly propose to approve or recommend, any an Acquisition Proposal Proposal; • withdraw, change, amend, modify or approve or recommendqualify, or propose publicly to approve withdraw, change, amend, modify or recommendqualify, in a manner adverse to IDEX or the Purchaser, or execute otherwise make any public statement or proposal inconsistent with, the Company Board Recommendation (as defined below); • enter intointo any merger agreement, any letter of intent, agreement in principle, merger share purchase agreement, acquisition asset purchase agreement, share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or propose enter into any agreement or agreements in principle requiring Microfluidics to abandon, terminate or fail to complete the Offer, the Merger or the other transactions contemplated by the Merger Agreement; or • formally resolve or agree to do any of the foregoing; provided, however, that, . Any of the actions described in the event second and third bullet points in the immediately preceding sentence is referred to in the Merger Agreement as a “Change of Board Recommendation.” Microfluidics agreed that (x) it 42 Table of Contents will immediately cease and cause to be terminated any solicitation, knowing encouragement, discussion or negotiation with any persons conducted prior to the Company shall receive execution of the Merger Agreement by Microfluidics, its subsidiary or any of their respective representatives with respect to an Acquisition Proposal and cause to be returned or destroyed all confidential information provided by or on behalf of Microfluidics or its subsidiary to such person provided in connection with any Acquisition Proposal or the consideration thereof. Notwithstanding the restrictions described above, at any time before the acceptance of Shares for payment in the Offer, Microfluidics may, subject to compliance with the provisions described in the immediately succeeding paragraph, furnish information with respect to Microfluidics and its subsidiary to any third party that has submitted an unsolicited bona fide written Acquisition Proposal, and participate in discussions or negotiations with the Board of Directors person making such Acquisition Proposal regarding the Acquisition Proposal, if: • Microfluidics has received a bona fide written Acquisition Proposal; • Microfluidics has not breached its obligations under the no solicitation provisions of the Company concludes Merger Agreement in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach any material respect; • Microfluidics’ board of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company directors determines in good faith, after receiving the advice of consultation with its financial advisor and outside legal counsel, thatthat the Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Proposal (as defined below); • after consultation with its outside counsel, Microfluidics’ board of directors determines in light of this Acquisition Proposal, the Board of Directors is required by good faith that failure to take such action would be inconsistent with its fiduciary duties to Microfluidics’ stockholders under applicable law; and • any information furnished to the Ohio Law third party making the Acquisition Proposal is covered by a confidentiality agreement containing terms no less favorable in the aggregate to authorize Microfluidics, including the Company “standstill” provisions, than the terms of the Confidentiality Agreement, dated November 24, 2009, between IDEX and Microfluidics. See — “Confidentiality Agreement.” The Merger Agreement requires Microfluidics to participate give IDEX notice no later than 24 hours after Microfluidics’ board of directors has made the determinations described in such the immediately preceding paragraph and that Microfluidics intends to furnish information to, or enter into discussions or negotiations with, or provide such information to, the third party making the Acquisition Proposal. Microfluidics is also required to promptly deliver to IDEX a copy of any information delivered to the third party if the information has not previously been furnished to IDEX. In addition, Microfluidics has agreed to promptly, and in any event within 24 hours, notify IDEX that Microfluidics or its subsidiary or any of their respective representatives has received an Acquisition Proposal or request for non-public information relating to Microfluidics or its subsidiary. Such notification will include a copy of the written Acquisition Proposal, indication, request or inquiry (z) the Company gives Parent written notice of its intention to do soor, if oral, the Company may (i) furnish information with respect to it material terms and conditions of the Acquisition Proposal, indication, request or inquiry and any modifications thereto), and the Company Subsidiaries to identity of the person making such the Acquisition Proposal, indication, request or inquiry. Microfluidics is required to keep IDEX reasonably informed on a current basis (and in any event at IDEX’s request and otherwise no later than 24 hours after the occurrence of any material changes, developments, discussions or negotiations) of the status of the Acquisition Proposal, indication, request or inquiry. The Merger Agreement does not prohibit Microfluidics’ board of directors from issuing a “stop-look-and listen communication” pursuant to Rule 14d-9(f) under the Exchange Act or taking and disclosing to its stockholders a position as required by Rule 14d-9 under the Exchange Act (provided that any disclosure other than a “stop-look and listen communication” or similar communication, an express rejection of any applicable Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation or an express reaffirmation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf Microfluidics’ board of the Company or otherwise, shall directors’ recommendation will be deemed to be a breach “Change of this Agreement by Board Recommendation” under the CompanyMerger Agreement). Microfluidics agreed that it will not, and it will cause its subsidiary not to, terminate, waive, amend or modify any provision of, or grant permission under, and will enforce, any confidentiality or “standstill” 43 Table of Contents agreement to which Microfluidics or its subsidiary is a party, provided, however, Microfluidics may grant a waiver of a “standstill” or similar agreement solely to permit an Acquisition Proposal to be made, if Microfluidics determines in good faith, after consultation with its outside counsel, that such actions are necessary to comply with fiduciary duties.

No Solicitation of Transactions. (a) The Company Section 5.5.1 Without limitation on its other obligations under this Agreement, Target shall not, and nor shall cause its affiliates and its and its affiliates' officers, directors, employeesit authorize or permit any Target Shareholder or any investment banker, financial advisors, consultants, attorneys, accountants, agents and advisor or other representatives (the "Company Representatives") not torepresentative retained by it, directly or indirectly, take through any action to other Person (which for purposes of this Section 5.4 shall include any “group” as such term is defined in Section 13(d) of the Exchange Act) to: (a) solicit, initiate, facilitate or encourage (including by way of furnishing or facilitate disclosing information with respect to Target to any Person) the making of any Acquisition Proposal or any inquiry with respect thereto effort or engage in attempt to make any Target Acquisition Proposal; (b) participate in, continue or resume any discussions or negotiations with relating to any person with respect thereto or in connection with any Acquisition Proposal or potential Target Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or ; (c) enter into, into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Target Acquisition Proposal or approve or recommend, or publicly propose to do approve or recommend, any of Target Acquisition Proposal; or (d) or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the foregoingMerger or any other transaction contemplated by this Agreement; provided, however, thatthat if, in at any time prior to the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors obtaining of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Target Shareholder Approval, the Target Board of Directors of the Company determines in good faith, after receiving the advice of consultation with outside legal counselcounsel and its financial advisors, that, in light that it would otherwise be reasonably likely to constitute a breach of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under to the Ohio Law Target Shareholders, Target may, in response to authorize the Company Target Superior Proposal and subject to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may compliance with Section 5.4.2: (i) furnish information with respect to it and the Company Subsidiaries Target to the person Person making such Acquisition Target Superior Proposal pursuant to a customary confidentiality agreement on the benefits of the terms of which are no less more favorable to the Company such Person than those contained in the Letter Agreement place with Parent; and (ii) participate in discussions regarding or negotiations with respect to such Acquisition Target Superior Proposal. Any violation Upon execution of the foregoing restrictions by the Company Representativesthis Agreement, whether Target shall cease immediately and cause to be terminated any and all existing discussions or not such person is so authorized negotiations with any Persons other than Parent and whether or not Merger Sub conducted heretofore with respect to any such person is purporting to act Target Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company Target be returned or otherwise, shall be deemed to be a breach of this Agreement by the Companydestroyed.

No Solicitation of Transactions. Section 6.4.1 The Company shall, and shall cause each Company Subsidiary, and shall direct, and shall use commercially reasonable best efforts to cause, the Company Representatives to, immediately cease and cause to be terminated any discussions or negotiations with any parties (aother than Parent, Merger Sub and the Parent Representatives) that may be ongoing with respect to a Takeover Proposal. The Company shall not, and shall cause each Company Subsidiary not to, and shall direct, and shall use commercially reasonable best efforts to cause, the Company Representatives not to, (i) directly or indirectly solicit, initiate, knowingly encourage or knowingly facilitate any inquiries regarding the making, submission or reaffirmation of any Takeover Proposal, (ii) approve, recommend to the Company’s Stockholders, or enter into any agreement, understanding, arrangement, agreement in principle, term sheet or letter of intent with respect to a Takeover Proposal or (iii) participate in any way in any negotiations or discussions regarding, or furnish or disclose any information, or provide access to its affiliates properties, books or records, to any Third Party relating to any Takeover Proposal; provided, however, that at any time prior to obtaining the Stockholder Approval, in response to a bona fide written Takeover Proposal that was not solicited after the date hereof by the Company, a Company Subsidiary, or a Company Representative on its behalf, if the Company Board determines in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Company Board to comply with its fiduciary duties to the holders of Company Common Stock under applicable law and, after consultation with the Company Board’s outside legal counsel and the Company’s financial advisors, that such Takeover Proposal constitutes, or is reasonably likely to result in, a Superior Proposal, the Company may, subject to compliance with Section 6.4.2 in the circumstances set forth therein, (i) furnish information and/or draft agreements with respect to the Company and the Company Subsidiaries 66 to the Person making such Takeover Proposal (and its and its affiliates' officers, directors, employees, financial advisorsaccountants, consultants, attorneyslegal counsel, accountantsadvisors, agents and other representatives (the "Company Representatives"representatives) not to, directly or indirectly, take any action to solicit, initiate, encourage or facilitate the making of any Acquisition Proposal or any inquiry with respect thereto or engage in discussions or negotiations with any person with respect thereto or in connection with any Acquisition Proposal or potential Acquisition Proposal, disclose any nonpublic information relating to it or the Company Subsidiaries or afford access to the properties, books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose to do any of the foregoing; provided, however, that, in the event that (x) the Company shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no not less favorable to the Company than those contained in the Letter Agreement Confidentiality Agreement; provided, that all such information and the material terms of any such draft agreements have previously been made available to Parent or is made available to Parent prior to, or concurrently with, the time it is provided to such Person and (ii) participate in discussions or negotiations with the Person making such Takeover Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) regarding such Acquisition Takeover Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company.

No Solicitation of Transactions. (a) The Company agrees that (i) it and its directors and officers shall not, (ii) its Subsidiaries and its Subsidiaries' directors and officers shall cause its affiliates not and (iii) it shall use reasonable best efforts to ensure that its and its affiliatesSubsidiaries' officers, directors, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") not toRepresentatives shall not, directly or indirectly, take any action to (A) solicit, initiate, initiate or knowingly encourage or facilitate the making of any Acquisition submission, proposal, offer or inquiry that constitutes or would reasonably be expected to lead to a Takeover Proposal (other than contacting or engaging in discussions with the Person that has made a Takeover Proposal (or its Representatives) after the execution and delivery of this Agreement that has not been withdrawn for the sole purpose of clarifying such Takeover Proposal; provided, that the Company shall promptly provide to Parent any inquiry material written correspondence with respect thereto any such Person or engage its Representatives and a written summary of any material oral communications), (B) enter into, continue or otherwise participate in any discussions or negotiations with regarding, any person with respect thereto submission, proposal, offer or inquiry that constitutes or would reasonably be expected to lead to a Takeover Proposal or furnish any non-public information relating to the Company or any of its Subsidiaries to any Person (or any of its Representatives) who has made any submission, proposal, offer or inquiry that constitutes or would reasonably be expected to lead to a Takeover Proposal, (C) terminate, waive, amend, release or modify any provision of any confidentiality agreement to which the Company or any Subsidiary of the Company is a party in connection with any Acquisition Takeover Proposal or potential Acquisition Proposalany submission, disclose proposal, offer or inquiry that would reasonably be expected to lead to any nonpublic information relating to it or Takeover Proposal (unless the Company Subsidiaries or afford access Board of Directors determines in good faith (after consultation with its outside counsel) that failure to do so would be inconsistent with the propertiesfiduciary duties of directors under Delaware Law), books or records of it or the Company Subsidiaries to any person that has made, or to such party's knowledge, is considering making, any Acquisition Proposal, approve or recommend, or propose to approve or recommend, any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or (D) enter into, into any letter of intent, intent or agreement in principleprinciple or any Contract concerning any Takeover Proposal or any submission, merger agreementproposal, acquisition agreementoffer or inquiry that would reasonably be expected to lead to a Takeover Proposal (other than a confidentiality agreement in accordance with this Section 6.06(a)) or (E) reimburse or agree to reimburse the expenses of any other Person (other than the Company's Representatives) in connection with any Takeover Proposal or any submission, option agreement proposal, offer or other similar agreement inquiry that would reasonably be expected to lead to a Takeover Proposal. The Company shall, and shall cause its Subsidiaries and direct its Representatives to, immediately cease and cause to be terminated all then existing discussions and negotiations with any Person conducted theretofore with respect to any Takeover Proposal or propose any submission, proposal, offer or inquiry that would reasonably be expected to do lead to any of Takeover Proposal. Notwithstanding the foregoing; providedforegoing or anything else in this Agreement to the contrary, however, thatat any time prior to obtaining the Company Required Vote, in response to an unsolicited written Takeover Proposal received after the event that (x) execution and delivery of this Agreement and prior to the Company shall receive an Acquisition Proposal that obtaining the Company Required Vote, if the Company Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of consultation with its financial advisor and outside legal counsel, that, in light of this Acquisition that such Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (iand may authorize and permit its Subsidiaries and Representatives to), subject to compliance with this Section 6.06(a), prior to obtaining the Company Required Vote, (x) furnish information with respect to it and the Company and its Subsidiaries to the person Person making such Acquisition Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement on terms no less favorable containing provisions substantially similar to the Company than those contained set forth in the Letter Confidentiality Agreement (provided that such confidentiality agreement need not contain a standstill), provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrently with the time it is provided to such Person or any of its Representatives, and (iiy) participate in discussions and negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Acquisition Takeover Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company.

No Solicitation of Transactions. (a) The Company Subject to Section 7.2(d), none of Paladin, Paladin OP or any Subsidiary shall, nor shall notit authorize, and shall cause its affiliates and its and its affiliates' officersdirectly or indirectly, directorsany Representative of Paladin, employees, financial advisors, consultants, attorneys, accountants, agents and other representatives (the "Company Representatives") not Paladin OP or any Subsidiary to, directly or indirectly, take (i) solicit or knowingly facilitate (including by way of furnishing nonpublic information or assistance) any action to solicitinquiries with respect to, initiate, encourage or facilitate the making of of, any Acquisition Proposal or afford access to the business, Properties, assets, books or records of Paladin OP or any inquiry with respect thereto of the Subsidiaries, to any Person that has made or, to the knowledge of Paladin OP, is considering making or engage seeking to make any Acquisition Proposal, (ii) enter into, continue or otherwise participate in discussions or negotiations with any person with respect thereto Person in furtherance of such inquiries or in connection with any to obtain an Acquisition Proposal or potential Acquisition Proposal, disclose grant any nonpublic information relating waiver or release to it any Person under any standstill agreement or similar obligation to Paladin OP or any Subsidiary other than the Company Subsidiaries or afford access automatic termination of standstill obligations pursuant to the propertiesterms of agreements as in effect as of the date hereof, books by virtue of the execution and announcement of this Agreement or records of it otherwise, (iii) withdraw, modify or amend the Company Subsidiaries Paladin Recommendation in any manner adverse to any person that has madeBuyer Party, or fail to make the Paladin Recommendation (any event described in this clause (iii), a “Change in Recommendation”) (it being understood that the Paladin Board may choose to take no position with respect to an Acquisition Proposal until the close of business as of the tenth Business Day after the commencement of such party's knowledgeAcquisition Proposal pursuant to Rule 14d-2 under the Exchange Act without such action being considered an adverse modification), is considering making(iv) approve, endorse or recommend any Acquisition Proposal, approve or recommend, or propose to approve or recommend, (v) enter into any Acquisition Proposal or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreementarrangement, acquisition agreementunderstanding, option contract or agreement relating to an Acquisition Proposal. Paladin OP shall, and shall direct its Representatives to, immediately cease any discussions, negotiations or other similar agreement communications with any party or propose parties with respect to do any Acquisition Proposal. It is agreed that any violation of the foregoing; providedrestrictions on Paladin, however, that, Paladin OP or any Subsidiary set forth in the event that (x) the Company this Section by any Representative thereof shall receive an Acquisition Proposal that the Board of Directors of the Company concludes in good faith could result in a Superior Proposal that was not solicited by it and did not otherwise result from be deemed a breach of this Section 7.04, (y) prior to receipt of the Requisite Shareholder Approval, the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that, in light of this Acquisition Proposal, the Board of Directors is required by its fiduciary duties under the Ohio Law to authorize the Company to participate in such discussions or negotiations with, or provide such information to, the party making the Acquisition Proposal, and (z) the Company gives Parent written notice of its intention to do so, the Company may (i) furnish information with respect to it and the Company Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Letter Agreement and (ii) participate in discussions regarding such Acquisition Proposal. Any violation of the foregoing restrictions by the Company Representatives, whether or not such person is so authorized and whether or not any such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company.Paladin Parties. EXECUTION COPY