Common use of No Solicitation of Transactions Clause in Contracts

No Solicitation of Transactions. (a) Target shall not, directly or indirectly, through any officer, director, employee, agent or otherwise and shall not permit any Subsidiary or any officer, director, employee or agent to, solicit, initiate or encourage the submission of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") or participate in any negotiations regarding, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, any of the foregoing; PROVIDED, HOWEVER, that nothing contained in this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, if, and only to the extent that, (a) a majority of the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing.

No Solicitation of Transactions. (a) Target The Company shall not, directly or indirectly, through any officer, director, employee, agent or otherwise and shall instruct its officers, directors, employees, subsidiaries, agents or advisors or other representatives (including, without limitation, any investment banker, attorney or accountant retained by it), not permit any Subsidiary to, directly or any officer, director, employee or agent toindirectly, solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action knowingly to facilitate, any inquiries or the submission making of any proposal or offer from (including, without limitation, any proposal or 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 negotiate with any person relating in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any acquisition Competing Transaction, or purchase authorize or permit any of all the officers, directors or employees of the Company or any material portion of the assets ofCompany Subsidiary, or any equity interest ininvestment banker, financial advisor, attorney, accountant or other representative retained by the Target Company or any Subsidiary or Company Subsidiary, to take any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") or participate in any negotiations regarding, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, any of the foregoingsuch action; PROVIDED, HOWEVER, that nothing contained in this Section 6.05 shall prohibit the Target board of directors of the Company from (i) complying with Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act with regard to a tender or furnishing information to, exchange offer not made in violation of this Section 6.05 or entering into discussions or negotiations (ii) with or providing access regard to the properties, books or records of Target or any Subsidiary to any person in connection with such an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, if, and only to the extent that, (a) a majority of the disinterested members of the Target's Board of Directorsoffer, after consultation with Target's independent financial advisor and based on receiving the advice of outside counselcounsel to the effect that the board of directors of the Company is required to do so in order to discharge properly its fiduciary duties, considering, negotiating and approving and recommending to the shareholders of the Company an unsolicited bona fide written acquisition proposal which (A) was not received in violation of this Section 6.06, (B) if executed or consummated would be a Competing Transaction, (C) is not subject to financing and (D) the board of directors of the Company determines in good faith that faith, after receipt of an opinion of its financial advisor to such action is required effect, would result in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less a transaction more favorable to the Target Company's stockholders, than those contained in the Confidentiality Agreementtransaction contemplated by this Agreement (any such acquisition proposal, a "SUPERIOR PROPOSAL"). The Target Company shall keep Acquiror informed of the material details of notify Parent promptly, and in no event later than one day after receipt, if any such Business Combination Proposal proposal or offer, or any significant indication of interest in making inquiry or contact with any Business Combination Proposal as promptly as practicableperson with respect thereto, regarding a Competing Transaction is made. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party. The Company shall use its best efforts to ensure that its officers, directors, employees, subsidiaries, agents and advisors or other representatives (including, without limitation, any investment banker, attorney or accountant retained by it) are aware of the foregoingrestrictions described in this Section 6.05.

No Solicitation of Transactions. (a) Target Section 5.4.1 The Company agrees that, prior to the Effective Time, it shall not, and shall not authorize or permit any Company Subsidiary or Company Representative, directly or indirectly, through to take any officer, director, employee, agent or otherwise and shall not permit any Subsidiary or any officer, director, employee or agent toaction to (A) encourage (including by way of furnishing non-public information), solicit, initiate or encourage the submission of facilitate any proposal or offer from Acquisition Proposal, (B) enter into any person relating agreement with respect to any acquisition Acquisition Proposal or purchase of all enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any material portion of the assets of, other transaction contemplated by this Agreement or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"C) or participate in any way in discussions or negotiations regardingwith, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the consummation of the foregoing; PROVIDEDOffer, HOWEVER, that nothing contained the Company Board determines in this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, if, and only to the extent that, (a) a majority of the disinterested members of the Target's Board of Directorsgood faith, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Board it would otherwise constitute a breach of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such personstockholders, the Target Company may, in response to a Superior Proposal and subject to the Company's compliance with Section 5.4.2 and Section 2.8.1, (i1) gives Acquiror as promptly as practicable prior written notice furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal pursuant to a customary confidentiality agreement the benefits of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms which are no less more favorable to the Target other party to such confidentiality agreement than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed place with Parent as amended as of the material details date hereof and (2) following the execution of any such Business Combination Proposal or any significant indication a confidentiality agreement, participate in discussions with respect to such Superior Proposal. Upon execution of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party fromthis Agreement, or waive any provision ofthe Company, any confidentiality or standstill agreement to which the Target is a party. The Target immediately its affiliates and their respective officers, directors, employees, representatives legal counsel, advisors and agents shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to any an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the foregoingCompany be returned.

No Solicitation of Transactions. (a) Target shall notSection 5.5.1 None of the Company or any Company Subsidiary shall, directly or indirectly, through any officer, director, employee, agent or otherwise take (and the Company shall not authorize or permit the Company Representatives or, to the extent within the Company's control, other affiliates to take) any Subsidiary or any officer, director, employee or agent toaction to (A) encourage (including by way of furnishing non-public information), solicit, initiate or encourage the submission of facilitate any proposal or offer from Acquisition Proposal, (B) enter into any person relating agreement with respect to any acquisition Acquisition Proposal or purchase of all enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any material portion of the assets of, other transaction contemplated by this Agreement or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"C) or participate in any way in discussions or negotiations regardingwith, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the obtaining of the foregoing; PROVIDED, HOWEVER, that nothing contained in this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date Company's shareholders' approval of the AgreementMerger at the Company Shareholders Meeting, if, and only to the extent that, Company Board (aor an authorized committee thereof) a majority of the disinterested members of the Target's Board of Directorsdetermines in good faith, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for it would otherwise constitute a breach of the Target's Board of Directors not to breach its directors' fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such personshareholders, the Target Company may, in response to a Superior Proposal, (ix) gives Acquiror as promptly as practicable prior written notice furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal pursuant to a customary confidentiality agreement the benefits of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of which are no more favorable to the other party to such Business Combination confidentiality agreement than those in place with Parent, (y) participate in discussions with respect to such Superior Proposal and (iiz) receives from such person an executed confidentiality agreement on terms no less favorable terminate this Agreement pursuant to Section 7.1.6. Upon execution of this Agreement, the Target than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately Company shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingan Acquisition Proposal.

No Solicitation of Transactions. (a) Target Except as expressly permitted by this Section 6.04, the Company shall, and shall cause each of its Subsidiaries and its and their respective officers, directors and employees to, and shall direct and use reasonable best efforts to cause any agents, financial advisors, investment bankers, attorneys, accountants, auditors and other representatives (collectively, “Representatives”) of the Company or any of its Subsidiaries to: (i) immediately cease any ongoing solicitation, knowing encouragement, discussions or negotiations with any Person that may be ongoing with respect to a Competing Transaction, and promptly (A) instruct (to the extent it has contractual authority to do so and has not already done so prior to the date of this Agreement) or otherwise request, any Person that has executed a confidentiality or nondisclosure agreement within the 36-month period prior to the date of this Agreement in connection with any actual or potential Competing Transaction to return or destroy all such information or documents or material incorporating confidential information in the possession of such Person or its Representatives and (B) cause any physical or virtual data room to no longer be accessible to or by any Person other than Parent or its Affiliates and Representatives; and (ii) until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 8.01, not, directly or indirectly, through any officer, director, employee, agent or otherwise and shall not permit any Subsidiary or any officer, director, employee or agent to, (A) solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing nonpublic information) any inquiries regarding, or the submission making of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets ofthat constitutes, or any equity interest could reasonably be expected to lead to, a Competing Transaction, (B) engage in, the Target continue or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") or otherwise participate in any discussions or negotiations regarding, or furnish or make available to any other person Person any nonpublic information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, any of the foregoing; PROVIDED, HOWEVER, that nothing contained in this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with or for the purpose of encouraging or facilitating, a Competing Transaction (other than, solely in response to an unsolicited Business Combination Proposal by inquiry, to refer the inquiring Person to this Section 6.04 and to limit its conversation or other communication exclusively to such person received by the Target after the date referral), or (C) approve, recommend or enter into, or propose to approve, recommend or enter into, any letter of the Agreementintent or similar document, ifagreement, and only commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to a Competing Transaction. Except to the extent thatnecessary to take any actions that the Company or any third party would otherwise be permitted to take pursuant to this Section 6.04 (and in such case only in accordance with the terms hereof), (a) a majority of the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person Company and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained in the Confidentiality Agreement. The Target its Subsidiaries shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive waive, amend or modify any provision of, or grant permission under, (x) any confidentiality or standstill provision in any agreement to which the Target Company or any of its Subsidiaries is a party. The Target immediately shall cease and cause party or (y) any confidentiality provision in any agreement to be terminated all existing discussions which the Company or negotiations with any parties conducted heretofore of its Subsidiaries is a party other than, with respect to this clause (y), any waiver, amendment, modification or permission under a confidentiality provision that does not, and would not be reasonably likely to, facilitate, encourage or relate in any way to a Competing Transaction or a potential Competing Transaction (ii) the Company shall, and shall cause its Subsidiaries to, enforce the confidentiality and standstill provisions of any such agreement, and (iii) the Company shall, and shall cause its Subsidiaries to, immediately take all steps within their power necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of the foregoingParent’s Affiliates or Representatives, under any such provisions.

No Solicitation of Transactions. (a) Target The Company agrees that neither it nor any Subsidiary shall, nor shall notit authorize or permit the Representatives of the Company or the Subsidiaries to, directly or indirectly, through any officer, director, employee, agent (i) solicit or initiate or knowingly encourage or otherwise and shall not permit knowingly facilitate (including by way of furnishing information) any Subsidiary inquiries or any officer, director, employee the implementation or agent to, solicit, initiate or encourage the submission of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets ofAcquisition Proposal, or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"ii) or participate in any discussions or negotiations regarding, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person any non-public information in connection with, any Acquisition Proposal; provided, however, that, prior to the adoption of this Agreement by the foregoing; PROVIDEDCompany’s stockholders at the Company Stockholders’ Meeting, HOWEVER, that nothing contained in this Section 6.05 Agreement shall prohibit prevent the Target Company or the Special Committee from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into engaging in negotiations or discussions or negotiations with or providing access to the propertieswith, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination bona fide written Acquisition Proposal by such person received by the Target after the date of the Agreementperson, if, if and only to the extent that, that prior to taking such action (aA) a majority of the disinterested members of the Target's Board of Directors, Special Committee believes in good faith (after consultation with Target's independent financial advisor its advisors) that such Acquisition Proposal is, or could reasonably be expected to result in, a Superior Proposal, and based on the advice of outside counsel, Special Committee determines in good faith (after consultation with its outside legal counsel) that such action it is required to do so in order for the Target's Board of Directors not to breach comply with its fiduciary duties to shareholders imposed by law the stockholders of the Company under applicable Law, and (bB) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) Special Committee receives from such person an executed confidentiality agreement on agreement, the terms of which are substantially similar to and no less favorable to the Target Company than those contained in the Confidentiality Agreement, and which shall include a standstill provision substantially similar to and no less favorable to the Company than that contained in the Confidentiality Agreement. The Target Except as set forth in this Section 6.03, neither the Company nor any Subsidiary shall keep Acquiror informed enter into any letter of the material details of any such Business Combination Proposal intent, acquisition agreement or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill similar agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingan Acquisition Proposal (other than a confidentiality agreement referred to in this Section 6.03(a)).

No Solicitation of Transactions. (a) Target Section 5.3.1 The Company agrees that, prior to the Effective Time, it shall not, and shall not authorize or permit any Company Subsidiary or Company Representative, directly or indirectly, through to take any officer, director, employee, agent or otherwise and shall not permit any Subsidiary or any officer, director, employee or agent toaction to (A) encourage (including by way of furnishing non-public information), solicit, initiate or encourage facilitate any inquiries or the submission making of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") or participate in any negotiations regarding, or furnish or make available to any other person any information with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement 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 or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise cooperate participate in any way in discussions or negotiations with, or assist or participate infurnish any information to, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the consummation of the foregoing; PROVIDEDOffer, HOWEVER, that nothing contained the Company Board determines in this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, if, and only to the extent that, (a) a majority of the disinterested members of the Target's Board of Directorsgood faith, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Board it would otherwise constitute a breach of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior stockholders under applicable law, the Company may, in response to furnishing such information toa Superior Proposal, or entering into discussions or negotiations withan Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice that did not result from a breach of the Target's intention to furnish such information or begin such discussions, the identity of such person this Section 5.3 and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable subject to the Target than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party fromCompany’s compliance with Section 5.3.2, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore (1) furnish information with respect to any of the foregoingCompany and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior Proposal.

No Solicitation of Transactions. (a) Target The Company agrees it shall not, and it shall cause the Company Subsidiaries and its and their respective Affiliates and Representatives not to, directly or indirectly, through any officer, director, employee, agent or otherwise and shall not permit any Subsidiary or any officer, director, employee or agent to, : (i) solicit, initiate or induce or knowingly or intentionally facilitate or encourage the submission of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") or participate in any negotiations regarding, or furnish or make available to any other person any information inquiry with respect to, or otherwise cooperate in any way withthe making, submission or assist or participate in, facilitate or encourageannouncement of, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target Acquisition Proposal or any Subsidiary proposal that would reasonably be expected to lead to any person in connection withAcquisition Proposal, any of the foregoing; PROVIDED, HOWEVER, that nothing contained in this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary (ii) furnish to any person in connection Person any information with an unsolicited Business Combination respect to any Acquisition Proposal by such person received by the Target after the date of the Agreement, if, and only (except to the extent thatspecifically permitted pursuant to Section 6.4(c)(i)), (aiii) a majority of the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines participate or engage in good faith that such action is required in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore Person with respect to any Acquisition Proposal, except to notify such Person as to the existence of these provisions, or to the extent specifically permitted pursuant to Section 6.4(c)(ii), (iv) approve, endorse or recommend any Acquisition Proposal (except to the extent specifically permitted pursuant to Section 6.4(e)), 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 a transaction contemplated thereby (except for confidentiality agreements specifically permitted pursuant to Section 6.4(c)(i)). Without limiting the foregoing, it is agreed that any violation of the foregoing.restrictions set forth in the preceding sentence by any Representative of the Company or any Company Subsidiary, whether or not such Person is purporting to act on behalf of the Company or any Company Subsidiary or otherwise, shall be a breach of this Section 6.4(a)

No Solicitation of Transactions. (a) Target Except as permitted by this Section 6.03, from the date of this Agreement until the Effective Time or, if earlier, the termination of the Agreement in accordance with Article VIII, the Company agrees that neither it nor any Subsidiary, nor any of the officers or directors of it or any Subsidiary, shall, and that it shall notuse its reasonable best efforts to instruct and cause its and its Subsidiaries’ Representatives not to, directly or indirectly, through any officer, director, employee, agent or otherwise and shall not permit any Subsidiary or any officer, director, employee or agent to, (i) solicit, encourage or initiate any inquiries or encourage the implementation or submission of any proposal that constitutes or offer from could reasonably be expected to lead to, any person relating to any acquisition or purchase of all or any material portion of the assets ofAcquisition Proposal, or any equity interest (ii) engage in, the Target continue or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") or otherwise participate in any discussions or negotiations regarding, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person any non-public information in connection with, any Acquisition Proposal except to notify such person of the foregoingexistence of this Section 6.03(a) or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal; PROVIDEDprovided, HOWEVERhowever, that that, prior to, but not after, the receipt of the Shareholder Approval, nothing contained in this Section 6.05 Agreement shall prohibit prevent the Target Company or the Company Board from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information toto (in response to a request therefor by), or entering into engaging in negotiations or discussions or negotiations with or providing access to the propertieswith, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination a written, unsolicited, bona fide Acquisition Proposal providing for the acquisition of at least 50% of the consolidated assets or the voting power of the Company and its Subsidiaries by such person received by (an “Unsolicited Written Acquisition Proposal”), if prior to taking such action (A) the Target after the date of the Agreement, if, and only to the extent that, Company Board (a1) a majority of the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith (after consultation with its financial advisors) that such action is required Acquisition Proposal is, or could reasonably be expected to result in, a Superior Proposal, and (2) determines in order for the Target's Board of Directors not good faith (after consultation with its outside legal counsel) that its failure to breach take such actions would be inconsistent with its fiduciary duties to shareholders imposed by law under applicable Law and (bB) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) Company receives from such person an executed confidentiality agreement on with terms no less favorable to the Target Company with regard to confidentiality than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details Copies of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not confidential information disclosed to release any third party from, or waive any provision of, any confidentiality or standstill agreement pursuant to which the Target is a party. The Target immediately this Section 6.03(a) and not previously provided to Parent shall cease and cause promptly be provided to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingParent.

No Solicitation of Transactions. (a) Target shall notSection 5.7.1 None of the Company or any Company Subsidiary shall, directly or indirectly, through any officer, director, employee, agent or otherwise take (and the Company shall not authorize or permit the Company Representatives or, to the extent within the Company's control, other affiliates to take) any Subsidiary or any officer, director, employee or agent toaction to (A) encourage (including by way of furnishing non-public information), solicit, initiate or encourage the submission of facilitate any proposal or offer from Acquisition Proposal, (B) enter into any person relating agreement with respect to any acquisition Acquisition Proposal or purchase of all enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any material portion of the assets of, other transaction contemplated by this Agreement or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"C) or participate in any way in discussions or negotiations regardingwith, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the obtaining of the foregoing; PROVIDED, HOWEVER, that nothing contained in this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date Company's stockholders' approval of the AgreementMerger, if, and only to the extent that, (a) a majority of the disinterested members of the Target's Company Board of Directorsdetermines in good faith, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for it would otherwise constitute a breach of the Target's Board of Directors not to breach its directors' fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such personstockholders, the Target Company may, in response to a Superior Proposal and subject to the Company's compliance with Section 5.5.1 and Section 5.7.2, (ix) gives Acquiror as promptly as practicable prior written notice furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal pursuant to a customary confidentiality agreement the benefits of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms which are no less more favorable to the Target other party to such confidentiality agreement than those contained in place with Parent and (y) participate in discussions with respect to such Superior Proposal. Upon execution of this Agreement, the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately Company shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to any an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the foregoingCompany be returned.

No Solicitation of Transactions. (a) Target The Stockholder shall not, nor shall it authorize or permit any of his Affiliates or any of his employees, accountants, counsel, financial advisors, consultants, financing sources and other advisors or representatives (collectively, “Representatives“) to, directly or indirectly, through any officer, director, employee, agent or otherwise and shall not permit any Subsidiary or any officer, director, employee or agent toindirectly (i) initiate, solicit, initiate knowingly facilitate or knowingly encourage any inquiry or the submission making of any proposal that constitutes or offer from could reasonably be expected to lead to a Takeover Proposal, (ii) enter into any person letter of intent, memorandum of understanding or other agreement, arrangement or understanding relating to any acquisition or purchase of all or any material portion of the assets ofto, or that could reasonably be expected to lead to, any equity interest inTakeover Proposal, the Target or any Subsidiary (iii) continue or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") or otherwise participate in any discussions or negotiations regarding, or furnish or make available to any other person Person any information or data with respect to, or otherwise cooperate in with or take any way withother action to knowingly facilitate any proposal that (A) constitutes, or assist or participate in, facilitate or encouragecould reasonably be expected to lead to, any effort Takeover Proposal or attempt by (B) requires the Company to abandon, terminate or fail to consummate the Offer, the Merger or any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, any of the foregoing; PROVIDED, HOWEVER, that nothing contained in Transactions contemplated by this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, if, and only to the extent that, (a) a majority of the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained in the Confidentiality Agreement. The Target Stockholder and each of his Affiliates and Representatives shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target (A) immediately shall cease and cause to be terminated all any existing activities, discussions or negotiations with any parties Persons or their Representatives (other than Parent) conducted heretofore prior to the date of this Agreement with respect to any Takeover Proposal and (B) use his reasonable best efforts promptly to inform his Representatives of the obligations undertaken in this Section 3.1. Without limiting the foregoing, any violation of the restrictions set forth in this Section 3.1 by any Representative of the Stockholder or any of his Affiliates, whether or not such Person is purporting to act on behalf of the Stockholder or any of his Affiliates, shall be deemed to be a breach of this Section 3.1 by the Stockholder.

No Solicitation of Transactions. (a) Target Until this Agreement has been terminated as provided herein, Company shall not, directly or indirectly, through any officer, director, employee, agent or otherwise and shall cause its Representatives not permit any Subsidiary to, directly or any officer, director, employee or agent toindirectly, solicit, initiate or encourage (including by way of furnishing nonpublic information), any inquiries or the submission making of any proposal or offer from (including, without limitation, any proposal or 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 negotiate with any person relating in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any acquisition Competing Transaction, or purchase authorize or permit any of all Company's Representatives or any material portion of the assets ofsubsidiaries, or any equity interest inRepresentative retained by Company's subsidiaries, the Target or to take any Subsidiary or any mergersuch action; provided, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") or participate in any negotiations regarding, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, any of the foregoing; PROVIDED, HOWEVERhowever, that nothing contained in this Agreement, including this Section 6.05 6.04, shall prohibit the Target Company or the board of directors of Company (i) from complying with Rule 14e-2 and Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act with regard to a tender or furnishing exchange offer not made in violation of this Section 6.04 or (ii) prior to receipt of the approval by the stockholders of Company of this Agreement and the Merger from providing information to(subject to a confidentiality agreement at least as restrictive as the Confidentiality Agreement) in connection with, or entering into discussions or negotiations with or providing access and negotiating, another unsolicited, bona fide written proposal regarding a Competing Transaction that (i) Company's board of directors shall have concluded in good faith, in part on the basis of advice of independent outside counsel of nationally recognized reputation, that such action is necessary to the propertiesprevent Company's board of directors from violating its fiduciary duties to Company's stockholders under applicable law, books or records of Target or (ii) if any Subsidiary cash consideration is involved, shall not be subject to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, iffinancing contingency, and only with respect to which Company's board of directors shall have determined (based in part upon the extent that, (a) a majority advice of the disinterested members of the Target's Board of Directors, after consultation with TargetCompany's independent financial advisor and based advisors of nationally recognized reputation) that the acquiring party is reasonably capable of consummating such Competing Transaction on the advice terms proposed, and (iii) Company's board of outside counsel, determines directors reasonably believes in good faith that such action Competing Transaction provides greater value to the stockholders of Company than the Merger (based in part upon the written opinion of Company's independent financial advisors of nationally recognized reputation that such Competing Transaction is required in order for the Target's Board superior from a financial point of Directors not view) (any such Competing Transaction being referred to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror herein as promptly as practicable prior written notice a "SUPERIOR PROPOSAL"). Any violation of the Target's intention to furnish such information or begin such discussions, the identity restrictions set forth in this Section 6.04 by any Representative of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal Company or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees its Subsidiaries, whether or not such Person is purporting to release any third party fromact on behalf of Company or otherwise, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause be deemed to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to any a breach of the foregoing.this Section 6.04

No Solicitation of Transactions. (a) Target Subject to Sections 6.5(b) and 6.5(c), during the Post-Signing Period, neither the Company nor any of its Subsidiaries shall, nor shall notthe Company or any of its Subsidiaries authorize or permit any of their respective directors, officers, employees, affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Company Representatives”) to, directly or indirectly, through any officer, director, employee, agent or otherwise and shall not permit any Subsidiary or any officer, director, employee or agent to, (i) solicit, initiate or encourage take any action to facilitate or encourage, whether publicly or otherwise, the submission of any proposal inquiries, proposals or offer from any person relating to any acquisition or purchase of all offers or any material portion of the assets ofother efforts or attempts that constitute, or may reasonably be expected to lead to, any equity interest inAlternative Transaction (an “Acquisition Proposal”), the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"ii) enter into or participate in any negotiations regardingdiscussions or negotiations, or furnish or make available to any other person any information with respect torelating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, or assist or participate inin connection with any Acquisition Proposal, facilitate (iii) make a Change in Company Recommendation or encourage(iv) enter into any agreement, agreement in principle, letter of intent, term sheet or other similar instrument relating to an Alternative Transaction or enter into any effort agreement or attempt agreement in principle (other than an Acceptable Confidentiality Agreement as permitted by any other person this Section 6.5) requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder or propose or agree to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, any of the foregoing; PROVIDED. Subject to Sections 6.5(b) and (c), HOWEVERthe Company shall immediately cease and cause to be terminated any solicitation, that nothing contained in this Section 6.05 shall prohibit encouragement, discussion or negotiation with any Persons conducted heretofore by the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information toCompany, or entering into discussions or negotiations with or providing access to the properties, books or records of Target its Subsidiaries or any Subsidiary Company Representatives with respect to any person Alternative Transaction and shall use its (and will cause Company Representatives to use their) reasonable best efforts to require the other parties thereto to promptly return or destroy, in connection accordance with an unsolicited Business Combination Proposal by such person received the terms of any confidentiality agreement with respect thereto, any confidential information previously furnished by the Target after the date of the Agreement, if, and only to the extent that, (a) a majority of the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such personCompany, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information Company’s Subsidiaries or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained in the Confidentiality AgreementCompany Representatives thereunder. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees Company will not to release any third party fromterminate, amend, modify or waive any provision of, of any confidentiality or standstill agreement to which the Target it is a party. The Target immediately party and shall cease enforce, to the fullest extent permitted under Applicable Law, the provisions of any such agreement, including, but not limited to, by obtaining injunctions to prevent any breaches of such agreements and cause to be terminated all existing discussions or negotiations with enforce specifically the terms and provisions thereof in any parties conducted heretofore with respect to any of the foregoingcourt having jurisdiction thereover.

No Solicitation of Transactions. (a) Target shall notSection 5.7.1 None of the Company or any Company Subsidiary shall, directly or indirectly, through any officer, director, employee, agent or otherwise take (and the Company shall not authorize or permit the Company Representatives or, to the extent within the Company’s control, other affiliates to take) any Subsidiary or any officer, director, employee or agent toaction to (A) encourage (including by way of furnishing non-public information), solicit, initiate or encourage the submission of facilitate any proposal or offer from Acquisition Proposal, (B) enter into any person relating agreement with respect to any acquisition Acquisition Proposal or purchase of all enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any material portion of the assets of, other transaction contemplated by this Agreement or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"C) or participate in any way in discussions or negotiations regardingwith, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the obtaining of the foregoing; PROVIDEDCompany Stockholder Approval, HOWEVERthe Company Board concludes in good faith, after the receipt of advice of outside legal counsel and nationally recognized financial advisors (“nationally recognized financial advisors” shall include, without limitation, the financial advisors set forth in Section 3.23), that nothing contained it is required to take such actions in this Section 6.05 shall prohibit order to comply with its fiduciary 52 obligations under applicable Law, the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information toCompany may, in response to a Superior Proposal, or entering into discussions or negotiations with or providing access an unsolicited bona fide Acquisition Proposal that the Company Board concludes in good faith, after the receipt of advice of outside legal counsel and nationally recognized financial advisors, is reasonably likely to result in a Superior Proposal, and subject to the propertiesCompany’s compliance with Section 5.5.1 and Section 5.7.2, books (x) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or records of Target or any Subsidiary Acquisition Proposal pursuant to any person in connection with an unsolicited Business Combination Proposal by such person received by a customary confidentiality agreement the Target after the date benefits of the Agreementterms of which are no more favorable to the other party to such confidentiality agreement than those in place with Parent, if(y) participate in discussions with respect to such Superior Proposal or Acquisition Proposal, and only (z) to the extent that, (a) reasonably required to evaluate a majority Superior Proposal or Acquisition Proposal that includes the issuance of securities by the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that person making such action is required in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, Superior Proposal or entering Acquisition Proposal enter into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed a customary confidentiality agreement on terms no less favorable to the Target Company than those contained in the Confidentiality Agreement in order to obtain non-public information with respect to such person. Upon execution of this Agreement. The Target shall keep Acquiror informed of , the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately Company shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to any an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the foregoingCompany be returned or destroyed (subject to the terms of any confidentiality agreement permitting retention of copies of confidential information).

No Solicitation of Transactions. Section 6.4.1 The Company shall, and shall cause each Company Subsidiary and its and their respective officers and directors, and shall use reasonable best efforts to cause the other 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) Target that may be ongoing as of the date hereof with respect to a Takeover Proposal. The Company shall not, and shall cause each Company Subsidiary and its and their respective officers and directors, and shall use reasonable best efforts to cause the other Company Representatives not to, (i) directly or indirectly, through any officer, director, employee, agent or otherwise and shall not permit any Subsidiary or any officer, director, employee or agent to, indirectly solicit, initiate initiate, or knowingly encourage the submission any Takeover Proposal (including by way of any proposal or offer from any person furnishing non-public information relating to any acquisition the Company or purchase of all or any material portion of the assets of, or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"Company Subsidiaries) or (ii) participate in any way in any negotiations or discussions regarding, or furnish or make available disclose to any other person Third Party any information with respect to, or otherwise cooperate in any way withTakeover Proposal; provided, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, any of the foregoing; PROVIDED, HOWEVERhowever, that nothing contained at any time prior to obtaining the Stockholder Approval, in response to a bona fide Takeover Proposal that was not solicited in violation of this Section 6.05 shall prohibit 6.4 and that the Target from complying with Rule 14e-2 and Rule 14d-9 under Special Committee or the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, if, and only to the extent that, (a) a majority of the disinterested members of the Target's Company Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith (x) after consultation with its financial advisors, constitutes, or could reasonably be expected to lead to, a Superior Proposal, and (y) after consultation with outside legal counsel, that failure to take such action is required in order for would reasonably be expected to be inconsistent with the Target's Board of Directors not to breach its fiduciary duties of the members of the Special Committee or the Company Board to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such personthe holders of shares of Company Common Stock under applicable Law, the Target (i) gives Acquiror as promptly as practicable prior written notice Company shall have the right, subject to compliance with Section 6.4.2 and acting under the direction of the Target's intention Special Committee, to (A) furnish such information or begin such discussions, with respect to the identity of such person Company and the material terms of Company Subsidiaries to the Person making such Business Combination Takeover Proposal (and (iiits officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) receives from such person an executed pursuant to a confidentiality agreement on terms that contains provisions that are no less favorable in the aggregate to the Target Company than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed of NDA (it being understood and agreed that such confidentiality agreement need not prohibit the material details making or amendment of any Takeover Proposal) (provided that all such Business Combination Proposal information has previously been made available to Parent or any significant indication of interest is made available to Parent concurrently with or promptly (written 24 hours) after the time it is provided to such Person) and (B) participate in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated all existing 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 Takeover Proposal. The Company agrees that it will not enter into any parties conducted heretofore confidentiality agreement with respect any Person subsequent to any of the foregoingdate hereof which prohibits the Company from providing such information to Parent.

No Solicitation of Transactions. (a) Target The Company shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Takeover Proposal (as hereinafter defined) and shall seek to have returned to the Company or destroyed any confidential information that has been provided in any such discussions or negotiations. From the date hereof, the Company shall not, nor shall it permit any Company Subsidiary or any of its officers, directors, employees or affiliates, and shall use its reasonable best efforts not to permit any investment banker, financial advisor, attorney, accountant or other representative retained by it or any Company Subsidiary to, directly or indirectly, through any officer, director, employee, agent or otherwise and shall not permit any Subsidiary or any officer, director, employee or agent to, (i) solicit, initiate or knowingly encourage (including by way of furnishing information which has not been previously publicly disseminated), or knowingly take any other action designed to facilitate, any inquiries or the submission making of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets ofwhich constitutes, or may reasonably be expected to lead to, any equity interest in, the Target Takeover Proposal or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"ii) or participate in any negotiations regarding, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, any of the foregoing; PROVIDED, HOWEVER, that nothing contained in this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with regarding any Takeover Proposal; provided, however, that if, following the receipt of a Superior Proposal (as hereinafter defined) or providing access a proposal that is reasonably expected to the properties, books or records of Target or any Subsidiary lead to any person a Superior Proposal that in connection with an either case was unsolicited Business Combination Proposal by such person received by the Target and made after the date hereof in circumstances not otherwise involving a breach of this Section 6.04, the Agreement, if, and only to the extent that, (a) a majority of the disinterested members of the Target's Company Board of Directorsdetermines in good faith, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Board of Directors not a failure to breach do so would be inconsistent with its fiduciary duties under applicable Law, the Company may, in response to shareholders imposed by law such Takeover Proposal and subject to compliance with Section 6.04(c), (A) request information from the party making such Takeover Proposal for the purpose of informing itself about the Takeover Proposal that has been made and the party that made it, (B) furnish non-public information with respect to the Company and the Company Subsidiaries to the party making such Takeover Proposal pursuant to a customary confidentiality agreement, provided that (1) such confidentiality agreement may not include any provision calling for an exclusive right to negotiate with the Company and (b2) prior the Company advises Parent of all such non-public information delivered to furnishing such information toperson (to the extent not previously delivered or made available to Parent) substantially concurrently with its delivery to the requesting party, or entering into and (C) participate in discussions or and negotiations with, with such person, the Target (i) gives Acquiror as promptly as practicable prior written notice party regarding such Takeover Proposal. It is agreed that any violation of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained restrictions set forth in the Confidentiality Agreementpreceding sentence by any executive officer, director or investment banker, attorney or other advisor or representative of the Company or any Company Subsidiary shall be deemed to be a breach of this Section 6.04(a) by the Company. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target Company agrees not to release any third party from, waive or waive fail to enforce any provision of, of any confidentiality or standstill agreement to which the Target it is a party. The Target immediately shall cease and cause party on the date hereof relating to be terminated all existing discussions a potential or negotiations with any parties conducted heretofore with respect to any of the foregoingactual Takeover Proposal.

No Solicitation of Transactions. (a) Target shall notExcept as expressly provided by Section 5.1, none of the Company or any Company Subsidiary shall, directly or indirectly, through any officer, director, employee, agent or otherwise take (and the Company shall not authorize or permit the Company Representatives to take) any Subsidiary or any officer, director, employee or agent toaction to (A) encourage (including by way of furnishing non-public information), solicit, initiate or encourage the submission of facilitate any proposal or offer from Acquisition Proposal, (B) enter into any person relating agreement with respect to any acquisition Acquisition Proposal or purchase of all enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any material portion of the assets of, other transaction contemplated by this Agreement or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"C) or participate in any negotiations regarding, or furnish or make available to any other person any information with respect to, or otherwise cooperate way in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, any of the foregoing; PROVIDED, HOWEVER, that nothing contained in this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, if, and only to the extent that, (a) a majority of the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such personor furnish any information to, any Person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the Exercise Date, the Target Company Board determines in good faith, after consultation with outside counsel, that it otherwise likely would be inconsistent with its duties under Maryland Law, the Company may, in response to a Superior Proposal and subject to the Company’s compliance with Section 5.5 and Section 5.7(b), (ix) gives Acquiror as promptly as practicable prior written notice furnish information with respect to the Company and the Company Subsidiaries to the Person, or its representatives, making such Superior Proposal pursuant to a customary confidentiality agreement the benefits of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less which are not materially more favorable to the Target other party to such confidentiality agreement than those contained in place with Buyer and (y) participate in discussions and negotiations, directly or indirectly through such third party’s representatives, with respect to such Superior Proposal. Upon execution of this Agreement, the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately Company shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to any an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the foregoingCompany be returned.

No Solicitation of Transactions. (a) Target shall not, directly or indirectly, through any officer, director, employee, agent or otherwise From and shall not permit any Subsidiary or any officer, director, employee or agent to, solicit, initiate or encourage the submission of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") or participate in any negotiations regarding, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, any of the foregoing; PROVIDED, HOWEVER, that nothing contained in this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date hereof until the earlier of the AgreementEffective Time and the date, ifif any, on which this Agreement is terminated in accordance with Article 7, the Company shall, and only shall cause the Company Subsidiaries to, and shall use its reasonable best efforts to cause the extent thatCompany Representatives to, (ax) a majority of the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated any existing solicitation, discussion or negotiation with any Third Party that may be ongoing with respect to a Competing Proposal, and (y) within three (3) Business Days from the date of this Agreement, request any such Third Party to promptly return or destroy (and confirm destruction of) all existing confidential information concerning the Company and the Company Subsidiaries. Subject to Section 5.3(b), from and after the date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Article 7, the Company shall not, and shall cause the Company Subsidiaries not to, and shall use its reasonable best efforts to cause the Company Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, a Competing Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information relating to the Company or any of the Company Subsidiaries to, or afford access to the books or records or officers or employees of the Company or the Company Subsidiaries to, any Third Party that, to the Knowledge of the Company, is seeking to make or has made, a Competing Proposal. Subject to Section 5.3(c), from and after the date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Article 7, the Company shall not, and shall cause the Company Subsidiaries not to, and shall use its reasonable best efforts to cause the Company Representatives not to, directly or indirectly, (A) approve, endorse, recommend or enter into any parties conducted heretofore letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other definitive agreement (other than an Acceptable Confidentiality Agreement to the extent permitted by Section 5.3(b)) providing for any Competing Proposal (an “Alternative Acquisition Agreement”); (B) take any action to exempt or make not subject to the provisions of Section 203 of the DGCL or any other state takeover Law or state Law that purports to limit or restrict business combinations or the ability to acquire or vote Shares (including any “control share acquisition,” “fair price,” “business combination” or other similar takeover Law) (collectively, “Takeover Statutes”), any Third Party or any action taken by a Third Party, which Person or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom; (C) terminate, amend, release, modify or fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the Company in respect of or in contemplation of a Competing Proposal (other than to the extent the Company Board determines in good faith, after consultation with respect the Company’s outside legal advisors, that failure to take any of such actions under clause (C) would be inconsistent with the directors’ fiduciary duties under applicable Law or is necessary to facilitate a Competing Proposal in compliance with Section 5.3(b)); provided that the Company shall not enforce and hereby waives any provision of any agreement that would prohibit a third party from requesting such termination, amendment, modification or waiver or from communicating confidentially a Competing Proposal to the Company Board (i.e., a “don’t ask, don’t waive” provision); or (D) publicly propose to do any of the foregoing.

No Solicitation of Transactions. (a) Target Company shall not, directly or indirectly, through any officer, director, employee, agent or otherwise and shall cause its Representatives not permit any Subsidiary or any officer, director, employee or agent to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing or disclosing nonpublic information) any inquiries or the submission making of any proposal or offer from (including, without limitation, any person relating proposal or offer to its shareholders) that constitutes, or may reasonably be expected to lead to, any Company Competing Transaction, or (ii) knowingly encourage or otherwise enter into or maintain or continue discussions or negotiate with any Person with respect to such inquiries or to obtain a Company Competing Transaction, or agree to or endorse any agreement, arrangement or understanding with respect to any acquisition Company Competing Transaction, or purchase authorize or permit any of all Company's Representatives or any material portion of the assets ofCompany Subsidiaries, or any equity interest inRepresentative retained by the Company Subsidiaries, the Target or to take any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") or participate in any negotiations regarding, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, any of the foregoingsuch action; PROVIDED, HOWEVER, that nothing contained in this Section 6.05 6.04 shall prohibit the Target board of directors of Company (i) from complying with Rule 14e-2 and Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act with regard to a tender or furnishing information toexchange offer not made in violation of this Section 6.04, or entering into discussions or negotiations with or providing access (ii) prior to receipt of the approval by the shareholders of Company of the filing of any Articles of Arrangement and any other matters incidental to the properties, books or records of Target or any Subsidiary Arrangement from providing information (subject to any person a confidentiality agreement at least as restrictive as the Confidentiality Agreement) in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, ifwith, and only to the extent thatnegotiating, another unsolicited, bona fide written proposal regarding a Company Competing Transaction that (ax) a majority Company's board of the disinterested members of the Target's Board of Directorsdirectors shall have concluded in good faith, after consultation with Target's independent financial advisor and based considering applicable Law, on the advice of independent outside counselcounsel of nationally recognized reputation, determines in good faith that failure to take such action would reasonably be expected to be a breach of the Company's board of directors' fiduciary duties to Company's shareholders under applicable Law, (y) if any cash consideration is required involved, shall not be subject to any financing contingency, and with respect to which Company's board of directors shall have determined in order for the Target's Board proper exercise of Directors not to breach its fiduciary duties to Company's shareholders imposed by law that the acquiring party is capable of consummating such Company Competing Transaction on the terms proposed, and (bz) prior Company's board of directors shall have determined (based upon the opinion of Company's independent financial advisors of nationally recognized reputation) in the proper exercise of its fiduciary duties to furnishing Company's shareholders that such information toCompany Competing Transaction provides greater value to the shareholders of Company than the Arrangement (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, or entering into discussions any inquiry or negotiations withcontact with any Person with respect thereto, regarding a Company Competing Transaction is made. In addition, Company shall notify Parent promptly if at any time the Company`s board of directors determines that it believes any such person, proposal fulfills the Target (i) gives Acquiror as promptly as practicable prior written notice requirements of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and clause (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained in the Confidentiality Agreement(x), (y) and (z) above. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Company Competing Transaction. Company shall not release any of the foregoingthird party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party.

No Solicitation of Transactions. (a) Target shall notSection 5.6.1 None of the Company or any Company Subsidiary shall, directly or indirectly, through any officer, director, employee, agent or otherwise take (and the Company shall not authorize or permit the Company Representatives or, to the extent within the Company's control, other affiliates to take) any Subsidiary or any officer, director, employee or agent toaction to (A) encourage (including by way of furnishing non-public information), solicit, initiate or encourage the submission of facilitate any proposal or offer from Acquisition Proposal, (B) enter into any person relating agreement with respect to any acquisition Acquisition Proposal or purchase of all enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any material portion of the assets of, other transaction contemplated by this Agreement or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"C) or participate in any way in discussions or negotiations regardingwith, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that prior to the Company receiving the Requisite Stockholder Approval, this Section 5.6 shall not prohibit the Company from furnishing nonpublic information regarding the Company or any Company Subsidiary to a person making an unsolicited Qualifying Acquisition Proposal submitted to the Company by such person (and not withdrawn) if (i) neither the Company nor any Representative of any of the foregoing; PROVIDED, HOWEVER, that nothing contained in Company or any Company Subsidiary shall have violated the provisions of this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, if5.6, and only (ii) the Company Board concludes in good faith by majority vote of those directors entitled to the extent that, (a) a majority of the disinterested members of the Target's Board of Directorsvote thereon, after consultation with Target's independent financial advisor and based on having taken into account the advice of the Special Committee and upon receiving the opinion of its outside legal counsel, determines in good faith that such action is required in order necessary for the Target's Company Board of Directors not to breach comply with its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable obligations to the Target than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingCompany's stockholders.

No Solicitation of Transactions. (a) Target shall notSubject to the provisions of Section 5.8 and this Section 5.5, neither the Company nor any Subsidiary shall, directly or indirectly, through any officer, director, employee, agent or otherwise take (and the Company shall not authorize or permit its Representatives to take) any Subsidiary or any officer, director, employee or agent toaction to (i) encourage (including by way of furnishing non-public information), solicit, initiate or encourage facilitate any Acquisition Proposal (as hereinafter defined), (ii) unless this Agreement shall be terminated by the submission of Company pursuant to Section 7.1(i) hereof, enter into any proposal agreement, arrangement or offer from any person relating understanding with respect to any acquisition Acquisition Proposal or purchase of all enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any material portion of the assets of, other transaction contemplated by this Agreement or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"iii) or participate in any negotiations regarding, or furnish or make available to any other person any information with respect to, or otherwise cooperate way in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, any of the foregoing; PROVIDED, HOWEVER, that nothing contained in this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, if, and only to the extent that, (a) a majority of the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such personor furnish any information to, any person (other than Buyer and its Representatives) in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; provided, however, that, at any time prior to obtaining the Company Stockholders' approval of this Agreement and, so long as neither the Company nor any Subsidiary nor any of their Representatives shall have breached any of the provisions of this Section 5.5(a), the Target Company may, in response to an Acquisition Proposal that the Company's Board, after consultation with the Financial Advisor, determines could reasonably lead to a Superior Proposal and subject to the Company's compliance with Section 5.5(b), (iA) gives Acquiror as promptly as practicable prior written notice of furnish information with respect to the Target's intention to furnish such information or begin such discussions, the identity of such person Company and the material Subsidiaries to the person making such Acquisition Proposal pursuant to a customary confidentiality agreement the terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms which are no less more favorable to the Target other party to such confidentiality agreement than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest place with Buyer, (B) participate in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore respect to such Acquisition Proposal, and (C) terminate this Agreement pursuant to Section 7.1(i) hereof and enter into an agreement, arrangement or understanding with respect to any of the foregoing.such Acquisition

No Solicitation of Transactions. (a) Target shall notSection 5.7.1 None of the Company or any of its Subsidiaries shall, directly or indirectly, through any officer, director, employee, agent or otherwise take (and the Company shall not authorize or permit the Company Representatives or, to the extent within the Company’s control, other affiliates to take) any Subsidiary or any officer, director, employee or agent toaction to (A) encourage (including by way of furnishing non-public information), solicit, initiate or encourage the submission of facilitate any proposal or offer from Acquisition Proposal, (B) enter into any person relating agreement with respect to any acquisition Acquisition Proposal or purchase of all enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any material portion of the assets of, other transaction contemplated by this Agreement or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"C) or participate in any way in discussions or negotiations regardingwith, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the obtaining of the foregoing; PROVIDEDapproval of the stockholders of the Company of the Merger, HOWEVERthe Company Board determines in good faith, after consultation with outside counsel, that nothing contained it would otherwise be reasonably likely to constitute a breach of the directors’ fiduciary duties to stockholders, the Company may, in this response to a Superior Proposal and subject to the Company’s compliance with Section 6.05 shall prohibit 5.7.2 (x) furnish information with respect to the Target from complying Company and its Subsidiaries to the person making such Superior Proposal pursuant to a customary confidentiality agreement the benefits of the terms of which are no more favorable to the other party to such confidentiality agreement than those in place with Rule 14e-2 Parent and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into (y) participate in discussions or negotiations with or providing access respect to the properties, books or records such Superior Proposal. Upon execution of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the this Agreement, if, and only to the extent that, (a) a majority of the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately Company shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the foregoingCompany be returned.

No Solicitation of Transactions. (a) Target shall notSection 5.7.1 None of the Company or any Company Subsidiary shall, directly or indirectly, through any officer, director, employee, agent or otherwise take (and the Company shall not authorize or permit the Company Representatives or, to the extent within the Company’s control, other affiliates to take) any Subsidiary or any officer, director, employee or agent toaction to (A) encourage (including by way of furnishing non-public information), solicit, initiate or encourage the submission of facilitate any proposal or offer from Acquisition Proposal, (B) enter into any person relating agreement with respect to any acquisition Acquisition Proposal or purchase of all enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any material portion of the assets of, other transaction contemplated by this Agreement or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"C) or participate in any way in discussions or negotiations regardingwith, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the obtaining of the foregoing; PROVIDEDCompany Stockholder Approval, HOWEVERthe Company Board concludes in good faith, after the receipt of advice of outside legal counsel and nationally recognized financial advisors (“nationally recognized financial advisors” shall include, without limitation, the financial advisors set forth in Section 3.23), that nothing contained it is required to take such actions in this Section 6.05 shall prohibit order to comply with its fiduciary obligations under applicable Law, the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information toCompany may, in response to a Superior Proposal, or entering into discussions or negotiations with or providing access an unsolicited bona fide Acquisition Proposal that the Company Board concludes in good faith, after the receipt of advice of outside legal counsel and nationally recognized financial advisors, is reasonably likely to result in a Superior Proposal, and subject to the propertiesCompany’s compliance with Section 5.5.1 and Section 5.7.2, books (x) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or records of Target or any Subsidiary Acquisition Proposal pursuant to any person in connection with an unsolicited Business Combination Proposal by such person received by a customary confidentiality agreement the Target after the date benefits of the Agreementterms of which are no more favorable to the other party to such confidentiality agreement than those in place with Parent, if(y) participate in discussions with respect to such Superior Proposal or Acquisition Proposal, and only (z) to the extent that, (a) reasonably required to evaluate a majority Superior Proposal or Acquisition Proposal that includes the issuance of securities by the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that person making such action is required in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, Superior Proposal or entering Acquisition Proposal enter into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed a customary confidentiality agreement on terms no less favorable to the Target Company than those contained in the Confidentiality Agreement in order to obtain non-public information with respect to such person. Upon execution of this Agreement. The Target shall keep Acquiror informed of , the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately Company shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to any an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the foregoingCompany be returned or destroyed (subject to the terms of any confidentiality agreement permitting retention of copies of confidential information).

No Solicitation of Transactions. (a) Target Each Stockholder shall not, nor shall it authorize or permit any of its Affiliates or any of its officers, directors, employees, accountants, counsel, financial advisors, consultants, financing sources and other advisors or representatives (collectively, "Representatives") to, directly or indirectly, through any officer, director, employee, agent or otherwise and shall not permit any Subsidiary or any officer, director, employee or agent toindirectly (i) initiate, solicit, initiate knowingly facilitate or knowingly encourage any inquiry or the submission making of any proposal that constitutes or offer from could reasonably be expected to lead to a Takeover Proposal, (ii) enter into any person letter of intent, memorandum of understanding or other agreement, arrangement or understanding relating to any acquisition or purchase of all or any material portion of the assets ofto, or that could reasonably be expected to lead to, any equity interest inTakeover Proposal, the Target or any Subsidiary (iii) continue or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") or otherwise participate in any discussions or negotiations regarding, or furnish or make available to any other person Person any information or data with respect to, or otherwise cooperate in with or take any way withother action to knowingly facilitate any proposal that (A) constitutes, or assist or participate in, facilitate or encouragecould reasonably be expected to lead to, any effort Takeover Proposal or attempt by (B) requires the Company to abandon, terminate or fail to consummate the Offer, the Merger or any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, any of the foregoing; PROVIDED, HOWEVER, that nothing contained in Transactions contemplated by this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, if, and only to the extent that, (a) a majority of the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained in the Confidentiality Agreement. The Target Each Stockholder and each of its Affiliates and Representatives shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target (A) immediately shall cease and cause to be terminated all any existing activities, discussions or negotiations with any parties Persons or their Representatives (other than Parent) conducted heretofore prior to the date of this Agreement with respect to any Takeover Proposal and (B) use its reasonable best efforts promptly to inform its Representatives of the obligations undertaken in this Section 3.1. Without limiting the foregoing, any violation of the restrictions set forth in this Section 3.1 by any Representative of such Stockholder or any of its Affiliates, whether or not such Person is purporting to act on behalf of such Stockholder or any of its Affiliates, shall be deemed to be a breach of this Section 3.1 by such Stockholder.

No Solicitation of Transactions. (a) Target shall notSection 5.6.1 None of the Company or any Company Subsidiary shall, directly or indirectly, through any officer, director, employee, agent or otherwise take (and the Company shall not authorize or permit the Company Representatives or, to the extent within the Company's control, other affiliates to take) any Subsidiary or any officer, director, employee or agent toaction to (A) encourage (including by way of furnishing non-public information), solicit, initiate or encourage the submission of facilitate any proposal or offer from Acquisition Proposal, (B) enter into any person relating agreement with respect to any acquisition Acquisition Proposal or purchase of all enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any material portion of the assets of, other transaction contemplated by this Agreement or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"C) or participate in any way in discussions or negotiations regardingwith, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that prior to the Company receiving the Requisite Stockholder Approval, this Section 5.6 shall not prohibit the Company from furnishing nonpublic information regarding the Company or any Company Subsidiary to a person making an unsolicited Qualifying Acquisition Proposal submitted to the Company by such person (and not withdrawn) if (i) neither the Company nor any Representative of any of the foregoing; PROVIDED, HOWEVER, that nothing contained in Company or any Company Subsidiary shall have violated the provisions of this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, if5.6, and only (ii) the Company Board concludes in good faith by majority vote of those directors entitled to the extent that, (a) a majority of the disinterested members of the Target's Board of Directorsvote thereon, after consultation with Target's independent financial advisor and based on having taken into account the advice of the Special Committee and upon receiving the opinion of its outside legal counsel, determines in good faith that such action is required in order necessary for the Target's Company Board of Directors not to breach comply with its fiduciary duties obligations to shareholders imposed by law and (b) prior the Company's stockholders. For purposes of this Section 5.6.1, a "Qualifying Acquisition Proposal" shall mean an offer to furnishing such information topurchase for cash, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice at a price per share of at least 115% of the Target's intention to furnish such information or begin such discussionsMerger Consideration, all outstanding capital stock of the identity of such Company from a person and the material terms of such Business Combination Proposal and that has demonstrated (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained satisfaction of all Non-HET Nominated Directors and Non-HET Affiliated Directors, as such terms are defined in the Confidentiality Agreement. The Target shall keep Acquiror informed of Company Certificate) the material details of any financial ability to consummate such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingpurchase.

No Solicitation of Transactions. (a) Target shall From the execution of this Agreement until the earlier of the Effective Time and the termination hereof, Company agrees that (i) it and its officers, directors and employees will not, (ii) Company Subsidiaries and Company Subsidiaries’ officers and directors will not and (iii) it will use commercially reasonable efforts to ensure that its and Company Subsidiaries’ agents and representatives will not, directly or indirectly, through indirectly (A) take any officer, director, employee, agent or otherwise and shall not permit any Subsidiary or any officer, director, employee or agent to, action to solicit, initiate or encourage any Acquisition Proposal or any inquiries or the submission making of any proposal that constitutes or offer from any person relating could reasonably be expected to any acquisition or purchase of all or any material portion of the assets oflead to an Acquisition Proposal, or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"B) engage or participate in discussions or negotiations with, or disclose any negotiations regardingnonpublic information relating to Company or any Company Subsidiary, or furnish or make available to any other person Person any information with respect to, or otherwise cooperate in any way withwith an Acquisition Proposal, (C) approve or assist recommend or participate inpropose publicly to approve or recommend any Acquisition Proposal or (D) enter into any agreement, facilitate arrangement or encourageunderstanding contemplating or relating to any Acquisition Proposal or requiring Company to abandon, any effort terminate or attempt by any other person fail to do or seek or provide access consummate the Merger. Notwithstanding the foregoing, and subject to the propertiesprovisions of Section 7.2(c) below, books or records of Target or any Subsidiary to any person in connection with, any of the foregoing; PROVIDED, HOWEVER, that nothing contained in this Section 6.05 shall prohibit the Target Agreement will prevent Company or its board of directors from complying with (i) taking and disclosing to its stockholders a position contemplated by Rule 14e-2 14d-9 and Rule 14d-9 14e-2(a) promulgated under the Exchange Act Act, provided that such action shall not include any Adverse Recommendation Change except upon compliance with Section 7.2(c) below, (ii) prior to obtaining the Company Stockholders’ Approval, waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make an Acquisition Proposal or (iii) prior to obtaining the Company Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into discussions or negotiations with or providing access to the propertieswith, books or records of Target or any Subsidiary to any person in connection with Person that has submitted an unsolicited Business Combination bona fide Acquisition Proposal by such person received by the Target after the date of the Agreement, made if, and only to the extent that, that (a) a majority of the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing.this Section 7.2 only):

No Solicitation of Transactions. (a) Target shall notUntil the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as set forth in Section 6.04(b), the Company agrees that neither it nor any of its Subsidiaries, and that it will not cause its and its Subsidiaries’ respective Representatives (including any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries) to, in each case, directly or indirectly, through any officer, director, employee, agent or otherwise and shall not permit any Subsidiary or any officer, director, employee or agent to, (i) solicit, initiate or purposefully encourage (including by way of furnishing nonpublic information concerning the submission Company or any of its Subsidiaries), or take any other action to purposefully facilitate, any inquiries regarding or the making of any proposal or offer from (including any person relating proposal or offer to any acquisition or purchase of all or any material portion of the assets ofits shareholders) that constitutes, or that in the Company’s good faith judgment would reasonably be expected to lead to, any equity interest inCompeting Transaction, the Target (ii) enter into, maintain, continue or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") or otherwise participate in any negotiations regarding, or furnish or make available to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, any of the foregoing; PROVIDED, HOWEVER, that nothing contained in this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, if, and only to the extent that, (a) a majority of the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, or provide or cause to be provided any nonpublic information relating to the Company or any of its Subsidiaries to, any Third Party in connection with such personinquiries or to obtain such proposal or offer that in the Company’s good faith judgment would reasonably be expected to lead to a Competing Transaction, (iii) agree to, approve, endorse, recommend or consummate any Competing Transaction or enter into any letter of intent or Contract (other than an Acceptable Confidentiality Agreement) or commitment contemplating or otherwise relating to any Competing Transaction or (iv) waive, amend or release any standstill, confidentiality or similar agreement or Takeover Statutes in respect of a Competing Transaction (and the Target (i) gives Acquiror Company shall promptly take all action necessary to 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). The Company shall notify Parent as promptly as practicable prior (and in any event within forty-eight (48) hours after the Company has received in writing thereof) of any proposal or offer regarding a Competing Transaction, specifying (x) the material terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of any written notice of the Target's intention to furnish such information proposals or begin such discussionsoffers, including proposed agreements, (y) the identity of the party making such person and the material terms of such Business Combination Proposal proposal or offer and (iiz) receives from whether the Company has any intention to provide confidential information to such person an executed confidentiality agreement person. The Company shall keep Parent informed, on terms no less favorable a current basis to the Target than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed extent practicable, of the material details status and terms of any such Business Combination Proposal proposal or offer and of any significant indication material changes in the status and terms thereof. Except as set forth in Section 6.04(b), the Company shall, and shall cause its Subsidiaries, and request the Representatives of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not the Company and its Subsidiaries, to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated terminate all existing activities, discussions or negotiations with any parties Third Parties conducted heretofore with respect to a Competing Transaction and the Company shall immediately revoke or withdraw access of any of Third Party to any data room containing any non-public information with respect to the foregoingCompany or its Subsidiaries and request, and use its reasonable best efforts to cause, all such Third Parties to promptly return or destroy all such non-public information.

No Solicitation of Transactions. (a) Target Company shall not, directly or indirectly, through any officer, director, employee, agent or otherwise and shall cause its Representatives not permit any Subsidiary to, directly or any officer, director, employee or agent toindirectly, solicit, initiate initiate, facilitate or knowingly encourage (including by way of furnishing nonpublic information), any inquiries or the submission making of any proposal or offer from (including, without limitation, any person relating proposal or offer to any acquisition or purchase of all or any material portion of the assets ofits stockholders) that constitutes, or may reasonably be expected to lead to, any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") or participate in any negotiations regardingCompany Competing Transaction, or furnish enter into or make available maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to any other person any information with respect toobtain a Company Competing Transaction, or otherwise cooperate in agree to or endorse any way withCompany Competing Transaction, or assist authorize or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, permit any of the foregoingCompany’s Representatives to take any such action; PROVIDEDprovided, HOWEVERhowever, that nothing contained in this Section 6.05 shall prohibit the Target board of directors of Company (i) from complying with Rule 14e-2 and Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, if, and only to the extent that, (a) a majority of the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (bii) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice receipt of the Target's intention to furnish such information or begin such discussions, approval by the identity stockholders of such person Company of this Agreement and the material terms of such Business Combination Proposal and Merger from providing information (ii) receives from such person an executed subject to a confidentiality agreement on terms no less favorable to the Target than with confidentiality and standstill provisions at least as restrictive as those contained in the Confidentiality Agreement. The Target ) in connection with, and negotiating, an unsolicited, bona fide written proposal regarding a Company Competing Transaction which did not result from a breach of this Section 6.05 and that Company’s board of directors shall keep Acquiror informed have concluded in good faith (x) such unsolicited, bona fide written proposal constitutes, or is reasonably likely to lead to, a Company Superior Proposal and (y) the failure to take such action would breach the fiduciary duties of the material details Company’s board of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingdirectors under applicable law.

No Solicitation of Transactions. (a) Target Subject to Section 7.04(c), none of the Company and its Subsidiaries or any of their respective Affiliates shall, nor shall notthey authorize or permit any officer, manager, director, employee, or agent or any investment banker, financial advisor, attorney, accountant or other representative (collectively, the “Representatives”) to, directly or indirectly, through (i) solicit, cause, or initiate or knowingly encourage or knowingly facilitate (including by way of furnishing any officer, director, employee, agent information) any inquiries or otherwise and shall not permit any Subsidiary offers with respect to or any officer, director, employee or agent that may be reasonably expected to lead to, solicitany Acquisition Proposal, initiate or encourage the submission of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"ii) or participate in any discussions or negotiations regarding, or that reasonably may be expected to lead to, or furnish or make available to any other person Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encouragewith respect to, any effort Acquisition Proposal, (iii) accept an Acquisition Proposal or attempt by (iv) enter into any other person Contract that would require the Company to do abandon the Merger or seek or provide access terminate this Agreement. Notwithstanding anything to the propertiescontrary in this Section 7.04, books or records of Target or any Subsidiary to any person in connection with, any of the foregoing; PROVIDED, HOWEVER, that nothing contained in this Section 6.05 Agreement shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under Company from, at any time prior to receipt of the Exchange Act or Requisite Stockholder Vote, furnishing any information to, or entering into or participating in discussions or negotiations with or providing access to the propertieswith, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target Person that after the date hereof makes an unsolicited bona fide Acquisition Proposal in writing that did not otherwise result from a breach of this Section 7.04, if (i) the Agreement, if, and only to the extent that, (a) a majority of the disinterested members of the Target's Company Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith after consulting with its outside legal counsel and financial advisors of nationally recognized reputation that such action Acquisition Proposal constitutes or is required reasonably likely to result in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law a Superior Proposal and (bii) prior to furnishing such non-public information to, or entering into discussions or negotiations with, to such personPerson, the Target Company (iA) gives Acquiror as promptly as practicable prior written notice of provides Parent with the Target's intention information to furnish be provided to such information or begin such discussionsPerson which Parent has not previously been provided, the identity of such person and the material terms of such Business Combination Proposal and (iiB) receives from such person Person an executed confidentiality and standstill agreement on terms no less favorable to the Target Company (i.e., no less restrictive with respect to the conduct of such Person) than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed of , if such Person is not already a party to such an agreement, it being understood that such confidentiality agreement need not prohibit the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party frommaking, or waive any provision ofamendment, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingan Acquisition Proposal.

No Solicitation of Transactions. (a) Target shall notAfter the date hereof and prior to the earlier to occur of the date of termination of this Agreement or the Effective Time, neither the Company nor any Subsidiary shall, directly or indirectly, through any officer, director, employee, agent or otherwise and shall not permit any Subsidiary or any officerotherwise, director, employee or agent to, (i) solicit, initiate or knowingly encourage the submission of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets ofAcquisition Proposal, or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"ii) or participate in any discussions or negotiations regardingregarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, or (iii) furnish or make available to any other person person, any information with respect to, or otherwise cooperate in any way withwith respect to, or assist or participate in, facilitate or knowingly encourage, any effort proposal that constitutes, or attempt by any other person may reasonably be expected to do or seek or provide access to the propertieslead to, books or records of Target or any Subsidiary to any person in connection withan Acquisition Proposal; provided, any of the foregoing; PROVIDED, HOWEVERhowever, that nothing contained in this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information toCompany may, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, if, and only to the extent that, (a) necessary to act in a majority manner consistent with the fiduciary duties of the disinterested members of Board, as determined in good faith by the Target's Board of Directors, after consultation with Target's independent financial advisor and based on receiving the advice of outside counsel, determines in response to an Acquisition Proposal that was not solicited by the Company and that the Board determines, in good faith that after receiving the advice of outside counsel and a financial advisor of recognized reputation, is reasonably likely to lead to a Superior Proposal, and subject to and in compliance with Section 7.05(d), (x) furnish information with respect to the Company and its Subsidiaries to the person making such action is required in order Acquisition Proposal and its officers, employees and agents and persons providing or proposing to provide it with financing for the Target's Board of Directors not Acquisition Proposal pursuant to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed a customary confidentiality agreement on with terms no less favorable to the Target Company than those contained set forth in the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest Agreements and (y) participate in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated all existing discussions or negotiations with such persons regarding such Acquisition Proposal; and provided, further, that the Company shall not be considered to be in breach of this Section 7.05(a) by virtue of any parties conducted heretofore with respect to any actions of the foregoingPreferred Director contrary to the terms of this Section 7.05(a), if the Company has informed all directors of their duties under this Section 7.05(c).

No Solicitation of Transactions. (a) Target Company agrees that, during the term of this Agreement, it shall not, and shall cause its Subsidiaries and its and its Subsidiaries’ directors, officers, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its respective Subsidiaries) not to, directly or indirectly, through any officer, director, employee, agent or otherwise and shall not permit any Subsidiary or any officer, director, employee or agent to, solicit, initiate initiate, encourage or encourage facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the submission making of any proposal or offer from any person relating with respect to any acquisition Alternative Transaction, or purchase of all negotiate, explore or otherwise engage in discussions with any Person (other than Purchaser, Merger Sub or their respective directors, officers, employees, agents and representatives) with respect to any Alternative Transaction, or approve, endorse, recommend or authorize any Alternative Transaction, or enter into any agreement, arrangement or understanding with respect to any Alternative Transaction or requiring it to abandon, terminate or fail to consummate the Merger or any material portion other transactions contemplated by this Agreement; provided that, at any time prior to the adoption of this Agreement by Company’s stockholders (and in no event after the assets ofadoption of this Agreement by Company’s stockholders), or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") or participate in any negotiations regarding, or Company may furnish or make available to any other person any information with respect to, and negotiate or otherwise cooperate engage in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection discussions with, any of the foregoing; PROVIDEDparty who delivers a bona fide written proposal for an Alternative Transaction which was not solicited, HOWEVERinitiated, that nothing contained in this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act encouraged or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target facilitated after the date of the this Agreement, if, if and only so long as the Board of Directors of Company reasonably determines in good faith by resolution duly adopted after consultation with its outside legal counsel that the failure to the extent that, (a) provide such information or engage in such negotiations or discussions would constitute a majority breach of the disinterested members of the Target's such Board of Directors, after consultation with Target's independent financial advisor ’ fiduciary duties under Delaware law and based on the advice of outside counsel, reasonably determines in good faith that such action a proposal is, or is required reasonably likely to lead to, a Superior Proposal. Company shall notify Purchaser promptly (but in order any event within 24 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 the Target's Board of Directors not an Alternative Transaction. Prior to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such providing any information or data to, or entering into any negotiations or discussions or negotiations with, any Person, or making any such personrecommendation, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information in connection with a proposal or begin such discussionsoffer for an Alternative Transaction, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives Company shall receive from such person Person an executed confidentiality agreement on containing terms no less favorable to the Target than and provisions at least as restrictive as those contained in the Confidentiality Agreement (which shall not preclude discussions or negotiations relating to the proposal or offer from such Person and which shall not contain any exclusivity provision or other term that would restrict, in any manner, Company’s ability to consummate the transactions contemplated by this Agreement). The Target shall Company agrees that it will keep Acquiror informed Purchaser informed, on a prompt basis, of the status and material details terms of any such Business Combination Proposal proposals or offers and the status of any significant indication material developments in respect of interest in making any Business Combination Proposal as promptly as practicablesuch 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. The Target Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Parties conducted prior to the date of this Agreement with respect to any Alternative Transaction and will not to release any third party fromterminate, amend, modify or waive any provision of, of any confidentiality or standstill agreement to which the Target it is a party. The Target immediately party and shall cease enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, including, but not limited to, by obtaining injunctions to prevent any breaches of such agreements and cause to be terminated all existing discussions or negotiations with enforce specifically the terms and provisions thereof in any parties conducted heretofore with respect to any of the foregoingcourt having jurisdiction.

No Solicitation of Transactions. (a) Target shall notEach of the Stockholders, severally and not jointly, agrees not to directly or indirectly, through any officer, director, employeerepresentative, agent or otherwise and shall not permit any Subsidiary or any officerotherwise, director, employee or agent to, (a) solicit, initiate initiate, facilitate or knowingly encourage (including by furnishing information) the submission of of, or participate in any discussions or negotiations regarding, any Company Acquisition Proposal or any proposal or offer from any person relating that could reasonably be expected to any acquisition or purchase of all or any material portion of the assets oflead to a Company Acquisition Proposal, or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL"b) or participate in any discussions or negotiations regarding, or furnish or make available to any other person person, any information with respect the intent to, or otherwise cooperate in any way withwith respect to, or assist or knowingly assist, participate in, facilitate or encourage, any effort unsolicited proposal that constitutes, or attempt by any other person may reasonably be expected to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, any of the foregoing; PROVIDED, HOWEVER, that nothing contained in this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or furnishing information lead to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, ifa Company Acquisition Proposal. Each Stockholder shall, and only to the extent that, (a) a majority of the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor shall direct its representatives and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Board of Directors not to breach its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information agents to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated all existing any discussions or negotiations with any parties conducted heretofore that may be ongoing with respect to any Company Acquisition Proposal (other than the transactions contemplated by the BCA). Each Stockholder may respond to any unsolicited proposal regarding a Company Acquisition Proposal by indicating that the Company is subject to an exclusivity agreement and such Stockholder is unable to provide any information related to the Company or entertain any proposals or offers or engage in any negotiations or discussions concerning a Company Acquisition Proposal for as long as the BCA remains in effect. Notwithstanding anything in this Agreement to the contrary, (i) no Stockholder shall be responsible for the actions of the Company or the Company Board (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the foregoingmatters contemplated by this Section 4, (ii) no Stockholder makes any representations or warranties with respect to the actions of any of the Company Related Parties, (iii) any breach by the Company of its obligations under Section 7.04 of the BCA shall not be considered a breach of this Section 4 (it being understood for the avoidance of doubt that each Stockholder shall remain responsible for any breach by it or its Representatives (other than any such Representative that is a Company Related Party) of this Section 4) and (iv) to the extent the Company complies with its obligations under Section 7.04 of the BCA and participates in discussions or negotiations with a person regarding an Company Acquisition Proposal, each Stockholder and/or any of its Representatives may engage in discussions or negotiations with such person to the extent that the Company can act under Section 7.04 of the BCA and this Section 4.

No Solicitation of Transactions. (a) Target Prior to the Effective Time, except as otherwise permitted hereby, the Company agrees (i) that it shall not, directly or indirectly, through any officer, director, employee, agent or otherwise and it shall not permit any Subsidiary its Affiliates or any officer, director, employee or agent Representatives to, solicit, initiate or encourage the submission of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") Alternative Proposal or participate in any discussions or negotiations regarding, or furnish any non-public information or make available data to any Third Party to facilitate, induce or encourage the making of any proposal that constitutes, or may reasonably be expected to lead to, any Alternative Proposal; and (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party with respect to any of the foregoing; provided, however, that nothing contained in this Section 5.6 shall prohibit the Company Board of Directors or any of the Company's Representatives from (A) authorizing a communication with any party that is limited to making such party aware of the provisions of this Section 5.6(a); (B) furnishing information to (but only pursuant to a confidentiality agreement having terms and conditions with respect to confidentiality no less favorable to the Company than the Confidentiality Agreement and provided that the Company (i) shall promptly provide Parent with copies of any non-public information concerning the Company provided to any other person party if and to the extent such information has not otherwise been previously provided to Parent, (ii) shall take reasonable precautions to protect such non-public information, and (iii) shall not provide any non-public or other confidential information that would result in any competitive harm or detriment to the Company's ability to effectively compete in any of the Company's or its Subsidiaries businesses as currently conducted or as currently proposed to be conducted) or entering into discussions or negotiations with respect toany Third Party that makes an unsolicited bona fide Alternative Proposal, if the Company Board of -34- Directors determines in good faith (after consulting with an outside financial advisor or legal counsel) that the Alternative Proposal is or presents a reasonable possibility of resulting in a Superior Proposal; and (C) to the extent required, taking and disclosing to the Company's shareholders a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by making any other person disclosure to do the Company's shareholders if, in the good faith judgment of the Company Board of Directors, after consulting with outside counsel, there is a reasonable basis to conclude that disclosure is required under applicable Law. The Company will promptly notify Parent after (i) receipt of an Alternative Proposal (including the identity of the Third Party making such Alternative Proposal and the material terms and conditions of such Alternative Proposal), (ii) any request for information relating to the Company (including non-public information) or seek or provide for access to the properties, books or records of Target the Company by any Third Party that has made an Alternative Proposal, or (iii) receipt of an amendment to a previously disclosed Alternative Proposal (including the terms of such amendment). The Company shall promptly (and in any Subsidiary to event, within 48 hours) inform Parent of any person change in connection withthe price, any structure or form of consideration or terms and conditions of such Alternative Proposal. Promptly upon determination by the Company Board of Directors that an Alternative Proposal constitutes a Superior Proposal, the Company shall notify Parent that the Company Board of Directors has received a Superior Proposal, specifying in detail the terms and conditions of such Superior Proposal and the identity of the foregoing; PROVIDEDPerson making such Superior Proposal. The Company agrees, HOWEVERduring the two (2) Business Day period following Parent's receipt of a notice of a Superior Proposal, that nothing contained to negotiate in good faith with Parent to revise this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 Agreement if and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, if, and only to the extent that, (a) a majority of that the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Company Board of Directors not to breach determines that such negotiations would be consistent with its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingduties.

No Solicitation of Transactions. (a) Target Prior to the earlier of the Effective Time or the termination of this Agreement pursuant to Article VII, except as otherwise permitted hereby, the Company agrees (i) that it shall not, directly or indirectly, through any officer, director, employee, agent or otherwise and it shall not permit any Subsidiary its Affiliates or any officer, director, employee or agent Representatives to, solicit, initiate or intentionally encourage the submission of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") Alternative Proposal or participate in any discussions or negotiations regarding, or furnish any non-public information or make available data to any Third Party to facilitate, induce or intentionally encourage the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal; and (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party with respect to any of the foregoing; provided, however, that nothing contained in this Section 5.6 shall prohibit the Company Board of Directors or any of the Company’s Representatives from (A) authorizing a communication with any party that is limited to making such party aware of the provisions of this Section 5.6(a); (B) furnishing information to (but only pursuant to a confidentiality agreement having terms and conditions with respect to confidentiality no less favorable to the Company than the Confidentiality Agreement and provided that the Company (i) shall promptly provide Parent with copies of any non-public information concerning the Company provided to any other person party if and to the extent such information has not otherwise been previously provided to Parent, (ii) shall take reasonable precautions to protect such non-public information, and (iii) shall not provide any non-public or other confidential information that would result in any competitive harm or detriment to the Company’s ability to effectively compete in any of the Company’s or its Subsidiaries businesses as currently conducted or as currently proposed to be conducted) or entering into discussions or negotiations with respect toany Third Party that makes an unsolicited bona fide Alternative Proposal, if the Company Board of Directors determines in good faith (after consulting with an outside financial advisor) that the Alternative Proposal is or presents a reasonable possibility of resulting in a Superior Proposal; and (C) to the extent required, taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by making any other person disclosure to do the Company’s stockholders if, in the good faith judgment of the Company Board of Directors, after consulting with outside counsel, there is a reasonable basis to conclude that disclosure is required under applicable Law. The Company will promptly notify Parent after (i) receipt of an Alternative Proposal (including the identity of the Third Party making such Alternative Proposal and the material terms and conditions of such Alternative Proposal), (ii) any request for information relating to the Company (including non-public information) or seek or provide for access to the properties, books or records of Target the Company by any Third Party that has made an Alternative Proposal, or (iii) receipt of any material amendment to a previously disclosed Alternative Proposal (including the terms of such amendment). The Company shall promptly (and in any event, within two (2) days) inform Parent of any change in the price, structure or form of consideration or any Subsidiary to any person material change in connection withthe terms and conditions of such Alternative Proposal. Promptly upon determination by the Company Board of Directors that an Alternative Proposal constitutes a Superior Proposal, any the Company shall notify Parent that the Company Board of Directors has received a Superior Proposal, specifying in detail the terms and conditions of such Superior Proposal and the identity of the foregoing; PROVIDEDPerson making such Superior Proposal. For the avoidance of doubt, HOWEVER, that nothing contained in no notice or information provided by the Company to Parent pursuant to this Section 6.05 5.6(a) shall prohibit constitute grounds or otherwise provide Parent with the Target from complying right to terminate this Agreement pursuant to Section 7.1(e). The Company agrees, during the two (2) Business Day period following Parent’s receipt of a notice of a Superior Proposal, to negotiate in good faith with Rule 14e-2 Parent to revise this Agreement if and Rule 14d-9 under the Exchange Act or furnishing information to, or entering into discussions or negotiations with or providing access to the properties, books or records of Target or any Subsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, if, and only to the extent that, (a) a majority of that the disinterested members of the Target's Board of Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that such action is required in order for the Target's Company Board of Directors not to breach determines that such negotiations would be consistent with its fiduciary duties to shareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Target (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained in the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingduties.