Common use of No Solicitations Clause in Contracts

No Solicitations. From and after the date hereof, KCPL will not, and will not authorize or permit any of its Representatives to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any person, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; provided, however, that notwithstanding any other provision hereof, KCPL may (i) at any time prior to the time KCPL's shareholders shall have voted to approve this Agreement, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with KCPL or its Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning KCPL and its business, properties and assets if, and only to the extent that, (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the transactions contemplated herein and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith by KCPL's Board of Directors after consultation with its financial advisors) and (y) KCPL's Board of Directors shall conclude in good faith, after considering applicable provisions of state law, on the basis of oral or written advice of outside counsel that such action is necessary for the KCPL Board of Directors to act in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering into discussions or negotiations with such person or entity, KCPL (x) provides prompt notice to Western Resources to the effect that it is planning to furnish information to or enter into discussions or negotiations with such person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) accept an Acquisition Proposal from a third party, provided KCPL first terminates this Agreement pursuant to Section 11.1(e). KCPL shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by KCPL or its Representatives with respect to the foregoing. KCPL shall notify Western Resources orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), within 24 hours of the receipt thereof, shall keep Western Resources informed of the status and details of any such inquiry, offer or proposal, and shall give Western Resources five days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. As used herein, "Acquisition Proposal" shall mean a proposal or offer (other than by Western Resources, KGE or New KC) for a tender or exchange offer, merger, consolidation or other business combination involving KCPL or any KCPL Subsidiary or any proposal to acquire in any manner a substantial equity interest in or a substantial portion of the assets of KCPL or any KCPL Subsidiary.

No Solicitations. From and after the date hereof, KCPL and UCU will not, and will not authorize or permit any of its their respective Representatives to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any person, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that notwithstanding any other provision hereof, KCPL the respective party may (i) at any time prior to the time KCPLthe respective party's shareholders stockholders shall have voted to approve this Agreement, Agreement engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with KCPL the party or its Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning KCPL the party and its business, properties and assets if, and only to the extent that, (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the transactions contemplated herein Merger and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith in each case by KCPLthe party's Board of Directors after consultation with its financial advisors) and (y) KCPLthe party's Board of Directors shall conclude in good faith, after considering applicable provisions of state law, on the basis of oral or written advice of outside counsel that such action is necessary for the KCPL Board of Directors to act in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering into discussions or negotiations with such person or entity, KCPL such party (x) provides prompt notice to Western Resources to the effect that it is planning to furnish information to or enter into discussions or negotiations with such person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) accept an Acquisition Proposal from a third party, provided KCPL first terminates this Agreement pursuant to Section 11.1(e). KCPL shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by KCPL or its Representatives with respect to the foregoing. KCPL shall notify Western Resources orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), within 24 hours of the receipt thereof, shall keep Western Resources informed of the status and details of any such inquiry, offer or proposal, and shall give Western Resources five days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. As used herein, "Acquisition Proposal" shall mean a proposal or offer (other than by Western Resources, KGE or New KC) for a tender or exchange offer, merger, consolidation or other business combination involving KCPL or any KCPL Subsidiary or any proposal to acquire in any manner a substantial equity interest in or a substantial portion of the assets of KCPL or any KCPL Subsidiary.44

No Solicitations. From and after the date hereofNo party shall, KCPL will notnor shall it permit any of its Subsidiaries to, and will not nor shall it authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative (each, a "Representative") retained by or acting for or on behalf of it or any of its Representatives Subsidiaries to, directly or indirectly, initiate, solicit, initiate encourage, or, unless the Board of Directors believes, on the basis of advice furnished by independent legal counsel, that the failure to take such actions would constitute a breach of applicable fiduciary duties, participate in any negotiations regarding, furnish any confidential information in connection with, endorse or encourage (including by way of furnishing information) otherwise cooperate with, assist, participate in or take any other action to facilitate knowingly any inquiries or the making of any proposal or offer for, or which constitutes or may reasonably be expected to lead to to, an Acquisition Proposal Transaction (as defined herein) from below), by any person, corporation, partnership or engage in any discussion other entity or negotiations relating thereto or accept any Acquisition Proposalgroup (a "Potential Acquiror"); provided, however, that notwithstanding any other provision hereofnothing contained in this Section shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position with respect to a tender offer by a Potential Acquiror pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to its stockholders which, KCPL in the judgment of the Board of Directors based upon the opinion of independent counsel, may be required under applicable law; provided, however, that (i) at any time prior the Company may furnish or cause to be furnished information concerning the time KCPL's shareholders shall have voted Company and its businesses, properties or assets to approve this Agreementa Potential Acquiror (on terms, including confidentiality terms, substantially similar to those set forth in the confidentiality letter dated August 8, 1995 between Parent and the Company), (ii) the Company may engage in discussions or negotiations with a third party who Potential Acquiror, (without any solicitationiii) following receipt of a proposal or offer for an Acquisition Transaction, initiationthe Company may take and disclose to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act or otherwise make disclosure to the Company's stockholders and (iv) following receipt of a proposal or offer for an Acquisition Transaction the Board of Directors may withdraw or modify its recommendation referred to in Section 3.03, encouragement, discussion or negotiation, directly or indirectly, by or with KCPL or its Representatives after but in each case referred to in the date hereofforegoing clauses (i) seeks to initiate such discussions or negotiations and may furnish such third party information concerning KCPL and its business, properties and assets if, and through (iv) only to the extent that, (A) (x) that the third party has first made an Acquisition Proposal that is financially superior to the transactions contemplated herein and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith by KCPL's Board of Directors after consultation with its financial advisors) and (y) KCPL's Board of Directors the Company shall conclude in good faith, after considering applicable provisions of state law, faith on the basis of oral or written advice of outside from independent counsel that such action is necessary or appropriate in order for the KCPL such Board of Directors to act in a manner which is consistent with its fiduciary duties obligations under applicable law law. The Company will immediately cease and (B) prior cause to furnishing such information to or entering into be terminated any existing activities, discussions or negotiations with such person or entity, KCPL (x) provides prompt notice to Western Resources to the effect that it is planning to furnish information to or enter into discussions or negotiations with such person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) accept an Acquisition Proposal from a third party, provided KCPL first terminates this Agreement pursuant to Section 11.1(e). KCPL shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by KCPL or its Representatives with respect to the foregoing. KCPL shall notify Western Resources orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), within 24 hours of the receipt thereof, shall keep Western Resources informed of the status and details of any such inquiry, offer or proposal, and shall give Western Resources five days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposalAcquisition Transaction. As used hereinin this Agreement, "Acquisition ProposalTransaction" shall mean a proposal or offer (other than by Western Resources, KGE or New KC) for a tender or exchange offer, means any merger, consolidation or other business combination involving KCPL the Company or any KCPL Subsidiary of its Significant Subsidiaries (as defined below) other than LCT, or any proposal to acquire acquisition in any manner of all or a substantial portion of the equity interest in of, or all or a substantial portion of the assets of KCPL of, the Company and its Subsidiaries taken as a whole (without regard to LCT), whether for cash, securities or any KCPL other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreement; and "Significant Subsidiary." means any Subsidiary of the Company that would constitute a Significant Subsidiary of the Company within the meaning of Rule 1-02 of Regulation S-X of the SEC. 32 ARTICLE VI

No Solicitations. From and after The Company agrees that neither it nor any of the date hereofCompany Subsidiaries, KCPL will notnor any of their respective officers or directors shall, and will that it shall direct and use its best efforts to cause its and the Company Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant) not authorize or permit any of its Representatives to, directly or indirectly, (i) solicit, initiate initiate, encourage or encourage otherwise facilitate any inquiries or the submission of any Acquisition Proposal (including by way of furnishing informationas defined herein) or (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate knowingly any inquiries or the making of any proposal which constitutes that constitutes, or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any personto, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; provided, however, that notwithstanding any other provision hereofnothing contained in this Section 5.3 shall prohibit the Board of Directors of the Company (and its authorized representatives) from: (x) furnishing information to, KCPL may (i) at any time prior to the time KCPL's shareholders shall have voted to approve this Agreement, engage in or entering into discussions or negotiations with a third party who (without with, any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with KCPL or its Representatives Person that makes an unsolicited bona fide written Acquisition Proposal from and after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning KCPL and its business, properties and assets of this Agreement which did not result from a breach of this Section 5.3 if, and only to the extent that, that (A) the Board of Directors of the Company after consultation with and taking into account the advice of outside counsel, determines in good faith that in order for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable Law it is necessary to take such action, (xB) prior to taking such action, the Company receives from such Person an executed confidentiality agreement having substantially the same terms as the Confidentiality Agreement and (C) the third party has first made an Company determines in good faith (after consultation with and taking into account the advice of its financial advisor and after receipt of, and taking into account the advice of, outside counsel) that such Acquisition Proposal that is financially superior to the transactions contemplated herein and has demonstrated that financing for the Acquisition Proposal Proposal, if accepted, is reasonably likely to be obtained consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and the proposal would, if consummated, result in a more favorable transaction than the transactions contemplated by this Agreement, taking into account the long term prospects and interests of the Company and its stockholders (such more favorable Acquisition Proposal hereinafter referred to as determined in good faith by KCPL's Board of Directors after consultation with its financial advisors) and a "Superior Proposal"); or (y) KCPL's Board of Directors shall conclude in good faith, after considering applicable provisions of state law, on the basis of oral or written advice of outside counsel that such action is necessary for the KCPL Board of Directors to act in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering into discussions or negotiations with such person or entity, KCPL (x) provides prompt notice to Western Resources to the effect that it is planning to furnish information to or enter into discussions or negotiations with such person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) accept an Acquisition Proposal from a third party, provided KCPL first terminates this Agreement pursuant to Section 11.1(e)Proposal. KCPL shall The Company will immediately cease and terminate cause to be terminated any existing solicitationactivities, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any parties conducted heretofore by KCPL or its Representatives with respect to any of the foregoing. KCPL shall notify Western Resources orally The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 5.3 and in writing of the Confidentiality Agreement (as defined in Section 5.1). The Company agrees that it will notify Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or proposals (includingany such discussions or negotiations are sought to be initiated or continued with any of its representatives indicating, without limitationin connection with such notice, the name of such Person and the material terms and conditions of any such proposal proposals or offers and the identity of the person making it), within 24 hours of the receipt thereof, thereafter shall keep Western Resources informed of Parent informed, on a current basis, on the status and details terms of any such inquiry, offer proposals or proposal, offers and shall give Western Resources five days' advance notice the status of any such discussions or negotiations. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement to be entered into in connection with its consideration of acquiring it or any of its Subsidiaries to return all written confidential information heretofore furnished to be supplied to such Person by or on behalf of it or any person making such inquiry, offer or proposalof its Subsidiaries. As used hereinFor purposes of this Agreement, "Acquisition Proposal" shall mean a means any inquiry, proposal or offer (other than by Western Resourcesfrom any Person relating to any direct or indirect acquisition or purchase of a business that constitutes 15% or more of the net revenues, KGE net income or New KC) for a tender or exchange offer, merger, consolidation or other business combination involving KCPL or any KCPL Subsidiary or any proposal to acquire in any manner a substantial equity interest in or a substantial portion of the assets of KCPL the Company or any KCPL of its significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X promulgated under the Exchange Act) (a "Significant Subsidiary"), or 15% or more of any class of equity securities of the Company or any of its Significant Subsidiaries, any tender offer or exchange offer that if consummated would result in any Person beneficially owning 15% or more of any class of equity securities of the Company or any of its Significant Subsidiaries, any reinsurance transaction entered into outside the ordinary course of business involving more than 15% of any Significant Subsidiary's assets or policyholder liabilities, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Significant Subsidiaries; provided that (w) the transactions contemplated by this Agreement, (x) any activities of Employees' Reinsurance Corporation taken with respect to its existing interest in the Company in accordance with the terms of existing arrangements, (y) any discussions conducted by or on behalf of the Company and Employees' Reinsurance Corporation with a view to satisfying the condition contained in Section 6.3(l), or (z) any activities in connection with the proposed disposition of Integrated Process Technologies LLC, shall not be deemed to be an Acquisition Proposal.

No Solicitations. From (a) The Company represents and after warrants that it has terminated, and has caused its subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other advisors or representatives to terminate, any activities, discussions or negotiations relating to, or that may be reasonably be expected to lead to, any Acquisition Proposal (as hereinafter defined) and will promptly request the return of all confidential information regarding the Company provided to any third party prior to the date hereofof this Agreement pursuant to the terms of any confidentiality agreements. From the date hereof until the termination hereof and except as permitted by the following provisions of this Section 7.1, KCPL will the Company shall not, and will shall not authorize or permit any of its Representatives officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other advisor or Representative retained by it to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing non-public information) ), or take any other action to facilitate knowingly facilitate, any inquiries or the making of any proposal which that constitutes an Acquisition Proposal or any inquiries or making of any proposal that constitutes, or may reasonably be expected to lead to to, an Acquisition Proposal (as defined herein) from any personProposal, or engage (ii) participate in any discussion activities, discussions or negotiations relating thereto or accept any regarding an Acquisition Proposal; provided, however, that notwithstanding any other provision hereofsubject to compliance by the Company with the provisions -------- ------- of Section 7.1(b), KCPL the Company Board may (i) at any time prior to the time KCPL's shareholders shall have voted to approve this Agreementfurnish information to, engage in or enter into discussions or negotiations with a third party who (without with, any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with KCPL or its Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning KCPL and its business, properties and assets person that makes an unsolicited written Acquisition Proposal if, and only to the extent that, that (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the transactions contemplated herein and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith by KCPL's Board of Directors Company Board, after consultation with its financial advisors) and (y) KCPL's Board of Directors shall conclude outside legal counsel, determines in good faith, after considering applicable provisions of state law, on the basis of oral or written advice of outside counsel faith that such action is necessary for the KCPL Company Board of Directors to act in a manner consistent comply with its fiduciary duties to the Company's stockholders under applicable law and law, (B) prior such Acquisition Proposal is not subject to furnishing any financing contingencies or is, in the good faith judgment of the Company Board after consultation with a nationally recognized financial advisor, reasonably capable of being financed, and is at least as likely to be consummated as is the Merger, (C) the Company Board determines in good faith that such information to or entering into discussions or negotiations Acquisition Proposal, based upon such matters as it deems relevant (including consultation with such person or entitya nationally recognized financial advisor) would, KCPL (x) provides prompt notice to Western Resources if consummated, result in a transaction more favorable to the effect that it is planning Company's stockholders from a financial point of view than the Merger (any such more favorable Acquisition Proposal being referred to furnish information to or enter into discussions or negotiations with such person or entity and herein as a "Superior Proposal"), (yD) the Company receives from such ----------------- person or entity an executed confidentiality agreement in reasonably customary form on terms not in and (E) at least three (3) business days prior to taking such action, the aggregate materially more favorable Company shall provide written notice to such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) accept an Acquisition Proposal from a third party, provided KCPL first terminates this Agreement pursuant to Section 11.1(e). KCPL shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by KCPL or its Representatives with respect Parent to the foregoing. KCPL shall notify Western Resources orally and in writing of any effect that it is taking such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), within 24 hours of the receipt thereof, shall keep Western Resources informed of the status and details of any such inquiry, offer or proposal, and shall give Western Resources five days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. As used herein, "Acquisition Proposal" shall mean a proposal or offer (other than by Western Resources, KGE or New KC) for a tender or exchange offer, merger, consolidation or other business combination involving KCPL or any KCPL Subsidiary or any proposal to acquire in any manner a substantial equity interest in or a substantial portion of the assets of KCPL or any KCPL Subsidiaryaction.

No Solicitations. From and after the date hereof, KCPL (a) The Company will not, and will not authorize or permit any of its Representatives Subsidiaries or any of the directors, officers, employees, advisors, representatives or agents of the Company or any of its Subsidiaries (collectively, the "Representatives") to, directly or indirectly, solicit(i) discuss, initiate negotiate, undertake, authorize, recommend, propose or encourage enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any transaction involving a merger, consolidation, business combination, purchase or disposition of any amount of the assets of the Company (including by way other than the sale of furnishing informationinventory in the ordinary course of business) or take any of its Subsidiaries or any capital stock of the Company or any of its Subsidiaries other than the transactions contemplated by this Agreement (an "Acquisition Transaction"), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any person or entity, any information concerning the business, operations, properties or assets of the Company or its Subsidiaries in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other action person or entity to facilitate knowingly do or seek any inquiries or of the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any personforegoing, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; provided, however, that notwithstanding any other provision hereofthat, KCPL may (i) at any time prior to the time KCPL's shareholders shall have voted approval of this Agreement by the stockholders of the Company, if the Company receives a bona fide written Acquisition Transaction that was unsolicited and that did not otherwise result from a breach of this Section 7.6, the Company may furnish non-public information with respect to approve this Agreement, engage the Company and its Subsidiaries to the person who made such Acquisition Transaction and may participate in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with KCPL or its Representatives after the date hereof) seeks to initiate regarding such discussions or negotiations and may furnish such third party information concerning KCPL and its business, properties and assets if, and only to the extent that, Acquisition Transaction if (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the transactions contemplated herein and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith by KCPL's Company Board of Directors after consultation with its financial advisors) and (y) KCPL's Board of Directors shall conclude determines in good faith, after considering applicable provisions of state lawreceiving advice from its outside counsel, on the basis of oral or written advice of outside counsel that such action is necessary for the KCPL Board of Directors failure to act in a manner consistent with do so would violate its fiduciary duties to the Company's stockholders under applicable law law, and (B) prior to furnishing the Company Board determines that such information to or entering into discussions or negotiations with such person or entity, KCPL Acquisition Transaction is a Superior Proposal (x) provides prompt notice to Western Resources to the effect that it is planning to furnish information to or enter into discussions or negotiations with such person or entity and (y) receives from such person or entity an executed confidentiality agreement as defined in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) accept an Acquisition Proposal from a third party, provided KCPL first terminates this Agreement pursuant to Section 11.1(e7.6(c). KCPL shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by KCPL or its Representatives with respect to the foregoing. KCPL shall notify Western Resources orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), within 24 hours of the receipt thereof, shall keep Western Resources informed of the status and details of any such inquiry, offer or proposal, and shall give Western Resources five days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. As used herein, "Acquisition Proposal" shall mean a proposal or offer (other than by Western Resources, KGE or New KC) for a tender or exchange offer, merger, consolidation or other business combination involving KCPL or any KCPL Subsidiary or any proposal to acquire in any manner a substantial equity interest in or a substantial portion of the assets of KCPL or any KCPL Subsidiary.

No Solicitations. From and after the date hereof, KCPL Ambassador will not, and will not authorize or permit any of its Affiliates or Representatives to, directly or knowingly indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any person, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; provided, however, that notwithstanding any other provision hereof, KCPL Ambassador may (i) at any time prior to the time KCPLAmbassador's shareholders stockholders shall have voted to approve this Agreement, engage in discussions or negotiations with a third party who (without any solicitation, initiation, initiation or encouragement, discussion or negotiation, directly or knowingly indirectly, by or with KCPL Ambassador or its Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning KCPL Ambassador and its business, properties and assets if, and only to the extent that, (A) (x) the third party has first made an Acquisition Proposal and the Board of Directors of Ambassador determines in good faith and after consultation with its financial advisor, that to do so has a reasonable prospect of leading to an Acquisition Proposal that is financially superior to the transactions contemplated herein Merger and has demonstrated that for which financing for the Acquisition Proposal is reasonably likely has a reasonable prospect to be obtained (as determined in good faith by KCPLAmbassador's Board of Directors after consultation with its financial advisors) and (a "Superior Proposal") or (y) KCPLAmbassador's Board of Directors shall conclude in good faith, after considering applicable provisions of state law, on the basis of oral or written advice of outside counsel that such action is necessary for the KCPL Board of Directors to act in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering into discussions or negotiations with such person or entity, KCPL (x) provides prompt notice to Western Resources to the effect that it is planning to furnish information to or enter into discussions or negotiations with such person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) accept an Acquisition Proposal from a third party, provided KCPL first terminates this Agreement pursuant to Section 11.1(e). KCPL shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by KCPL or its Representatives with respect to the foregoing. KCPL shall notify Western Resources orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), within 24 hours of the receipt thereof, shall keep Western Resources informed of the status and details of any such inquiry, offer or proposal, and shall give Western Resources five days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. As used herein, "Acquisition Proposal" shall mean a proposal or offer (other than by Western Resources, KGE or New KC) for a tender or exchange offer, merger, consolidation or other business combination involving KCPL or any KCPL Subsidiary or any proposal to acquire in any manner a substantial equity interest in or a substantial portion of the assets of KCPL or any KCPL Subsidiary.after considering

No Solicitations. From and after the date hereof, KCPL will USR and URI shall not, and will shall not authorize or permit any of its their respective subsidiaries or Representatives to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any personperson or entity, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; provided, however, that notwithstanding any other provision hereof, KCPL either party may (i) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer; and (ii) at any time after the 120th day following the date hereof and prior to the time KCPL's shareholders USR stockholders shall have voted to approve adopt this Agreement, (A) engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with KCPL the party or its Representatives after the date hereof) seeks to initiate such discussions or negotiations negotiations, and may furnish such third party information concerning KCPL the party and its business, properties and assets if, and only to the extent that, (A) (x1)(w) the third party has first made an Acquisition Proposal that is financially superior to the transactions contemplated herein and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined Board of Directors of such party believes in good faith by KCPL's Board of Directors (after consultation with its financial advisorsadvisor) is reasonably capable of being completed, taking into account all relevant legal, financial, regulatory and (y) KCPL's Board other aspects of Directors shall conclude in good faith, after considering applicable provisions the Acquisition Proposal and the source of state lawits financing, on the basis terms proposed and, believes in good faith (after consultation with its financial advisor and after taking into account the strategic benefits anticipated to be derived from the Merger and the long-term prospects of oral or written advice of outside counsel that such action is necessary for the KCPL Board of Directors to act USR and URI as a combined company), would, if consummated, result in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering into discussions or negotiations with such person or entity, KCPL (x) provides prompt notice to Western Resources to the effect that it is planning to furnish information to or enter into discussions or negotiations with such person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially transaction more favorable to such person the stockholders of USR or entity URI, as the case may be, from a financial point of view, than the terms contained in the Confidentiality Agreement, (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) accept an Acquisition Proposal from a third party, provided KCPL first terminates transactions contemplated by this Agreement pursuant to Section 11.1(e). KCPL shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation believes in good faith (after consultation with any parties conducted heretofore by KCPL or its Representatives with respect to the foregoing. KCPL shall notify Western Resources orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of financial advisor) that the person making it)such Acquisition Proposal has, within 24 hours of the receipt thereofor is reasonably likely to have or obtain, shall keep Western Resources informed of the status and details of any necessary funds or customary commitments to provide any funds necessary to consummate such Acquisition Proposal (any such inquiry, offer or proposal, and shall give Western Resources five days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. As used herein, "more favorable Acquisition Proposal" shall mean a proposal or offer (other than by Western Resources, KGE or New KC) for a tender or exchange offer, merger, consolidation or other business combination involving KCPL or any KCPL Subsidiary or any proposal to acquire in any manner a substantial equity interest in or a substantial portion of the assets of KCPL or any KCPL Subsidiary.Proposal being referred in

No Solicitations. From and after Until such date, if any, as this Agreement is terminated pursuant to Article XIV (the date hereof“Termination Date”), KCPL Seller or Shareholders will not, not and will not authorize permit and will instruct their respective Affiliates, directors, officers, employees, consultants, contractors, representatives, agents or permit advisors of Seller to not, without the prior written consent of Buyer: directly or indirectly or any Person retained by any of its Representatives to, directly or indirectly, solicit, initiate the foregoing) solicit or encourage (including by way of furnishing information) ), or take any other action to facilitate knowingly facilitate, any inquiries or the making of any proposal which constitutes constitutes, or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any personto, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; provided, however, that notwithstanding any other provision hereof, KCPL may (i) at any time prior to the time KCPL's shareholders shall have voted to approve this Agreement, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with KCPL or its Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning KCPL and its business, properties and assets if, and only to the extent that, (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the transactions contemplated herein and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith by KCPL's Board of Directors after consultation with its financial advisors) and (y) KCPL's Board of Directors shall conclude in good faith, after considering applicable provisions of state law, on the basis of oral or written advice of outside counsel that such action is necessary for the KCPL Board of Directors to act in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering into discussions or negotiations with such person or entity, KCPL (x) provides prompt notice to Western Resources to the effect that it is planning to furnish information to or enter into discussions or negotiations with such person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) accept an Acquisition Proposal from a third party, provided KCPL first terminates this Agreement pursuant to Section 11.1(e). KCPL shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by KCPL or its Representatives with respect to the foregoing. KCPL shall notify Western Resources orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), within 24 hours of the receipt thereof, shall keep Western Resources informed of the status and details of any such inquiry, offer or proposal, and shall give Western Resources five days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. As used herein, "Acquisition Proposal" shall mean a proposal or offer (other than by Western Resources, KGE or New KC) for a tender or exchange offer, merger, consolidation or other business combination involving KCPL or any KCPL Subsidiary or any proposal to acquire in (a) buy, or otherwise dispose of, any manner a substantial equity interest in portion of the Assets or a substantial (b) regarding any acquisition of Seller, including without limitation any acquisition of any material portion of the assets of KCPL Seller (each, a “Third Party Acquisition”). Seller and Shareholders agree that any such actions (other than negotiations with Buyer) in progress as of the date of this Agreement will be suspended through the Termination Date and that, in no event, will Seller or Shareholders accept, agree to enter or otherwise enter into any agreement concerning any such Third Party Acquisition transaction from the date hereof through the Termination Date. Seller or Shareholders will notify Buyer in writing immediately after receipt by Seller or Shareholder (or any KCPL Subsidiaryof their respective Affiliates, directors, officers, employees, consultants, contractors, representatives, agents or advisors) of any unsolicited offers or inquiries regarding a Third Party Acquisition. Such notice to Buyer will indicate in reasonable detail the identity of the Person seeking a Third Party Acquisition and the terms and conditions thereof.

No Solicitations. From and after May 12, 1998 until the Effective Date or, if earlier, the date hereofthis Agreement is terminated or abandoned as provided in Section 10.1, KCPL will notneither the Company nor any Agreement Shareholder shall (nor did they) directly or indirectly (i) solicit or initiate any discussion with or (ii) enter into negotiations or agreements with, or furnish any information to, any corporation, partnership, person or other entity or group (other than Parent, an Affiliate of Parent or their authorized representatives) concerning any proposal for a merger, sale of substantial assets, sale of shares of stock or securities or other takeover or business combination transaction (the "Acquisition Proposal") involving the Company, and the Company and the Agreement Shareholders will instruct their officers, directors, advisors and financial and legal representatives and consultants (collectively, the "Representatives") not authorize or permit any of its Representatives to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or to take any other action contrary to facilitate knowingly any inquiries or the making foregoing provisions of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any person, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposalthis sentence; provided, however, that notwithstanding any other provision hereof, KCPL may (i) at any time prior to the time KCPL's shareholders shall have voted to approve this Agreement, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with KCPL or Company and its Representatives after the date hereofshall not be prohibited from taking any action described in clause (ii) seeks to initiate such discussions or negotiations and may furnish such third party information concerning KCPL and its business, properties and assets if, and only above to the extent thatsuch action is taken by, (A) (x) or upon the third party has first made an Acquisition Proposal that is financially superior to authority of, the transactions contemplated herein and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith by KCPL's Board of Directors after consultation with of the Company in the exercise of the Board's good faith judgment as to its financial advisors) and (y) KCPL's fiduciary duties to the shareholders of the Company, which judgment is based upon the written advice of independent, outside legal counsel that a failure of the Board of Directors shall conclude of the Company to take such action would be likely to constitute a breach of its fiduciary duties to such shareholders. The Company will notify Parent promptly in good faithwriting if the Company becomes aware that any inquiries or proposals are received by, after considering applicable provisions any information is requested from or any negotiations or discussions are sought to be initiated with, the Company with respect to an Acquisition Proposal. Each time, if any, that the Board of state lawDirectors of the Company determines, on the basis of oral or upon written advice of outside such legal counsel that such action is necessary for and in the KCPL Board exercise of Directors its good faith judgment as to act in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering shareholders, that it must enter into discussions or negotiations with such or furnish any information that is not publicly available to, any corporation, part nership, person or entity, KCPL (x) provides prompt notice to Western Resources to the effect that it is planning to furnish information to other entity or enter into discussions or negotiations with such person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) accept an Acquisition Proposal from a third party, provided KCPL first terminates this Agreement pursuant to Section 11.1(e). KCPL shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by KCPL or its Representatives with respect to the foregoing. KCPL shall notify Western Resources orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), within 24 hours of the receipt thereof, shall keep Western Resources informed of the status and details of any such inquiry, offer or proposal, and shall give Western Resources five days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. As used herein, "Acquisition Proposal" shall mean a proposal or offer group (other than by Western ResourcesParent, KGE an Affiliate of Parent or New KCtheir representatives) for concerning any Acquisition Proposal, the Company will give Parent prompt notice of such determination (which shall include a tender or exchange offer, merger, consolidation or other business combination involving KCPL or any KCPL Subsidiary or any proposal to acquire in any manner a substantial equity interest in or a substantial portion copy of the assets written advice of KCPL or any KCPL Subsidiarysuch legal counsel).

No Solicitations. From The Company shall not and after the date hereof, KCPL will not, and will shall cause its Subsidiaries not authorize or permit any of its Representatives to, directly or indirectly, solicitthrough any officer, director, affiliate, employee, agent, financial advisor, representative or otherwise, (a) solicit or initiate or encourage (including by way of furnishing information) or take any other action to facilitate knowingly any inquiries or with respect to the making submission of any Acquisition Proposal (as defined below), (b) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise cooperate in any way with, or knowingly assist or participate in, facilitate or encourage, any effort or attempt by any Person to make an inquiry in respect of or make any proposal which constitutes or offer that constitutes, or may be reasonably be expected to lead to, any Acquisition Proposal or (c) enter into any agreement or agreement in principle providing for or relating to an Acquisition Proposal (as defined herein) from any person, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal; provided, however, that notwithstanding (i) nothing contained in this Section 4.2 or any other provision hereof, KCPL may (i) at any time prior to of this Agreement shall prohibit the time KCPL's shareholders shall have voted to approve this Agreement, engage in discussions Company or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with KCPL or its Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning KCPL and its business, properties and assets if, and only to the extent that, (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the transactions contemplated herein and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith by KCPL's Board of Directors after consultation with its financial advisors) from taking and (y) KCPL's Board of Directors shall conclude in good faith, after considering applicable provisions of state law, on the basis of oral or written advice of outside counsel that such action is necessary for the KCPL Board of Directors to act in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering into discussions or negotiations with such person or entity, KCPL (x) provides prompt notice to Western Resources disclosing to the effect that it is planning Company shareholders pursuant to furnish information to Rule 14d-9 or enter into discussions or negotiations with such person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply with Rule 14e-2 promulgated under the Exchange Act Act, a position with regard respect to a tender or exchange offeroffer by a third party and (ii) the Company may, and/or prior to the approval by the Company shareholders of the Merger, in response to an unsolicited bona fide written proposal received on or after the date of this Agreement (iii) accept and not withdrawn), with respect to an Acquisition Proposal from a third party, provided KCPL first terminates which did not result from a breach of this Section 4.2, furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party only if, and only to the extent that (A) the Board of Directors, after consultation with and taking into account the advice of its financial advisors and outside legal counsel, determines in good faith that the Board of Directors would breach its fiduciary duties to shareholders under applicable law without taking such action, (B) prior to taking such action, the Company receives from such Person an executed confidentiality agreement having terms no more favorable than the Confidentiality Agreement, (C) the Board of Directors, after consultation with and taking into account the advice of its financial advisors and legal counsel, determines in good faith that such proposal would, if accepted, be reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and (D) the proposal would, if consummated, result in a transaction that provides a higher per share price to its shareholders, from a financial point of view, than the transactions contemplated by this Agreement pursuant and for which financing, to Section 11.1(ethe extent required, is then represented by bona fide commitment letters (such more favorable Acquisition Proposal hereinafter referred to as a “Superior Proposal”; provided, that, for purposes of the definition of Superior Proposal, the term Acquisition Proposal shall have the meaning assigned below, except that references to “15% or more” shall be deemed to be references to “50% or more”). KCPL The Company shall and shall cause its Subsidiaries and their respective officers, directors, affiliates, employees, agents, financial advisors and representatives to immediately cease and terminate cause to be terminated any and all existing solicitationactivities, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any parties Person conducted heretofore by KCPL or its Representatives with respect to any of the foregoing. KCPL The Company shall and shall cause its Subsidiaries to immediately notify Western Resources orally Holdings and Merger Sub if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with the Company or any of its Subsidiaries, in writing each case in connection with any Acquisition Proposal. Each notice shall contain the name of any Person making any such inquiriesproposal, offers requesting such information or proposals (including, without limitation, seeking such negotiations or discussions and a summary of the material terms and conditions of any such proposal proposals or offers and thereafter the identity of the person making it), within 24 hours of the receipt thereof, Company shall keep Western Resources informed Holdings and Merger Sub informed, on a current basis, of the status and details terms of any such proposals or offers and the status of any such discussions or negotiations. The Company agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence of this Section 4.2 of the obligations undertaken in this Section 4.2 and in the Confidentiality Agreement. The Co mpany will promptly provide to Holdings and Merger Sub any information concerning the Company and its Subsidiaries provided to any other Person in connection with an Acquisition Proposal which was not previously delivered to Holdings and Merger Sub. The Company shall and shall cause its Subsidiaries to promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries to promptly return or destroy all written confidential information heretofore 39 furnished to such Person (whether then in the possession of such Person or its advisors or representatives) by or on behalf of the Company or any of its Subsidiaries. The Company agrees not to release any third party from or waive any provisions of confidentiality in any confidentiality agreement to which the Company is a party or by which it is bound. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 4.2 by any officer, director, affiliate, employee, agent, financial advisor or representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 4.2. For purposes of this Agreement, “Acquisition Proposal” means any inquiry, proposal, offer or proposal, and shall give Western Resources five days' advance notice indication of interest from any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. As used herein, "Acquisition Proposal" shall mean a proposal or offer Person (other than by Western Resourcesor on behalf of Merger Sub or Holdings) relating to any direct or indirect acquisition or purchase (including any single or multiple-step transaction) of a business or assets of the Company or its Subsidiaries that generates 15% or more of the net revenues or net income, KGE or New KC) for a tender constitutes 15% or exchange offer, merger, consolidation or other business combination involving KCPL or any KCPL Subsidiary or any proposal to acquire in any manner a substantial equity interest in or a substantial portion more of the assets (as determined with respect to the financial statements contained in the most recent SEC Report and filed prior to such determination) of KCPL the Company or any KCPL of its significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X promulgated under the Exchange Act) (a “Significant Subsidiary”), or 15% or more beneficial ownership (as determined pursuant to Rule 13d-3 under the Exchange Act) of any class of equity securities of the Company or any of its Significant Subsidiaries, any tender offer or exchange offer that if consummated would result in any Person beneficially owning (as determined pursuant to Rule 13d-3 under the Exchange Act) 15% or more of any class of equity securities of the Company or any of its Significant Subsidiaries or any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or similar transaction involving the Company or any of its Significant Subsidiaries.

No Solicitations. From and after Until the date hereofMeasurement Date, KCPL will not, and will not neither the Company nor any of its Subsidiaries shall authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative (each, a "Representative") retained by or acting for or on behalf of the Company or any of its Representatives Subsidiaries to, directly or indirectly, initiate, solicit, initiate encourage, or, unless the Board of Directors of the Company believes, after consultation with outside legal counsel, that the failure to take such actions would constitute a breach of the fiduciary duties of the Board of Directors, participate in any negotiations regarding, furnish any confidential information in connection with, endorse or encourage (including by way of furnishing information) otherwise cooperate with, assist, participate in or take any other action to facilitate knowingly any inquiries or the making of any proposal or offer for, or which constitutes or may reasonably be expected to lead to to, an Acquisition Proposal (as defined herein) from Transaction, by any personPerson, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposalgroup (a "Potential Acquiror"); provided, however, that notwithstanding any other provision hereof, KCPL may (i) at any time prior the Company may furnish or cause to be furnished information concerning the time KCPL's shareholders shall have voted Company and its businesses, properties or assets to approve this Agreementa Potential Acquiror, (ii) the Company may engage in discussions or negotiations with a third party who Potential Acquiror, (without any solicitationiii) following receipt of a proposal or offer for an Acquisition Transaction, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with KCPL or its Representatives after the date hereof) seeks Company may make disclosure to initiate such discussions or negotiations the Company's stockholders and may furnish recommend such third party information concerning KCPL proposal or offer to the Company's stockholders and its business(iv) following receipt of a proposal or offer for an Acquisition Transaction, properties and assets ifthe Board of Directors may enter into an agreement in principle or a definitive agreement with respect to such Acquisition Transaction, and but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that, (A) (x) that the third party has Board of Directors of the Company shall have first made an Acquisition Proposal that is financially superior to the transactions contemplated herein and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined concluded in good faith by KCPL's Board of Directors after consultation with its financial advisors) and (y) KCPL's Board of Directors shall conclude in good faith, after considering applicable provisions of state law, on the basis of oral or written advice of outside legal counsel that such action is necessary for or appropriate because failure to take such action would constitute a breach of the KCPL fiduciary duties owed by the Board of Directors of the Company to act in a manner consistent with its fiduciary duties the Company's stockholders under applicable law law; and provided, further, that the Board of Directors of the Company shall not take or permit the Company to take any of the foregoing actions referred to in clauses (Bi) through (iv) without prior to furnishing such information to or entering into discussions or negotiations with such person or entity, KCPL (x) provides prompt written notice to Western Resources to the effect that it is planning to furnish information to or enter into discussions or negotiations with such person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) accept an Acquisition Proposal from a third party, provided KCPL first terminates this Agreement pursuant to Section 11.1(e). KCPL shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by KCPL or its Representatives Siemens with respect to the foregoingsuch action. KCPL The Company shall notify Western Resources promptly inform Siemens, orally and in writing writing, of any such inquiries, offers or proposals (including, without limitation, the material terms and conditions of any such proposal or offer for, or which may reasonably be expected to lead to, an Acquisition Transaction that it receives and the identity of the person making it), within 24 hours of the receipt thereof, shall keep Western Resources informed of the status Potential Acquiror. The Company will immediately cease and details of any such inquiry, offer or proposal, and shall give Western Resources five days' advance notice of any agreement cause to be entered into terminated any existing activities, discussions or negotiations with any parties conducted on or any information prior to be supplied the date of this Agreement heretofore with respect to any person making such inquiry, offer or proposalAcquisition Transaction. As used hereinin this Agreement, "Acquisition ProposalTransaction" shall mean a proposal or offer (other than by Western Resources, KGE or New KC) for a tender or exchange offer, means any merger, consolidation or other business combination involving KCPL the Company, or any KCPL Subsidiary or any proposal to acquire acquisition in any manner of all or a substantial portion of the equity interest in of, or all or a substantial portion of the assets of KCPL of, the Company, whether for cash, securities or any KCPL Subsidiaryother consideration or combination thereof, other than pursuant to the transactions contemplated by this Agreement.

No Solicitations. From and after May 12, 1998 until the Effective Date or, if earlier, the date hereofthis Agreement is terminated or abandoned as provided in Section 10.1, KCPL will notParent shall not (nor did it) directly or indirectly (i) solicit or initiate any discussion with or (ii) enter into negotiations or agreements with, or furnish any information that is not publicly available to, any corporation, partnership, person or other entity or group (other than the Company, an Affiliate of the Company or their authorized representatives) concerning any Acquisition Proposal involving Parent, and Parent will not authorize or permit any of instruct its Representatives to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or not to take any other action contrary to facilitate knowingly any inquiries or the making foregoing provisions of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined herein) from any person, or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposalthis sentence; provided, however, that notwithstanding any other provision hereof, KCPL may (i) at any time prior to the time KCPL's shareholders shall have voted to approve this Agreement, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with KCPL or Parent and its Representatives after the date hereofshall not be prohibited from taking any action described in clause (ii) seeks to initiate such discussions or negotiations and may furnish such third party information concerning KCPL and its business, properties and assets if, and only above to the extent thatsuch action is taken by, (A) (x) or upon the third party has first made an Acquisition Proposal that is financially superior to authority of, the transactions contemplated herein and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith by KCPL's Board of Directors after consultation with of Parent in the exercise of the Board's good faith judgment as to its financial advisors) and (y) KCPL's fiduciary duties to the shareholders of the Company, which judgment is based upon the written advice of independent, outside legal counsel that a failure of the Board of Directors shall conclude of Parent to take such action would be likely to constitute a breach of its fiduciary duties to such shareholders. Parent will notify the Company promptly in good faithwriting if Parent becomes aware that any inquiries or proposals are received by, after considering applicable provisions any information is requested from or any negotiations or discussions are sought to be initiated with, Parent with respect to an Acquisition Proposal. Each time, if any, that the Board of state lawDirectors of Parent determines, on the basis of oral or upon written advice of outside such legal counsel that such action is necessary for and in the KCPL Board exercise of Directors its good faith judgment as to act in a manner consistent with its fiduciary duties under applicable law and (B) prior to furnishing such information to or entering shareholders, that it must enter into discussions or negotiations with such or furnish any information that is not publicly available to, any corporation, partnership, person or entity, KCPL (x) provides prompt notice to Western Resources to the effect that it is planning to furnish information to other entity or enter into discussions or negotiations with such person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, and/or (iii) accept an Acquisition Proposal from a third party, provided KCPL first terminates this Agreement pursuant to Section 11.1(e). KCPL shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by KCPL or its Representatives with respect to the foregoing. KCPL shall notify Western Resources orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), within 24 hours of the receipt thereof, shall keep Western Resources informed of the status and details of any such inquiry, offer or proposal, and shall give Western Resources five days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. As used herein, "Acquisition Proposal" shall mean a proposal or offer group (other than by Western ResourcesParent, KGE or New KC) for a tender or exchange offer, merger, consolidation or other business combination involving KCPL or any KCPL Subsidiary or any proposal to acquire in any manner a substantial equity interest in or a substantial portion an Affiliate of the assets Company or their Representatives) concerning any Acquisition Proposal, Parent will give the Company prompt notice of KCPL or any KCPL Subsidiarysuch determination (which shall include a copy of the written advice of such legal counsel).

No Solicitations. From and after the date hereof, KCPL will (a) The Company shall not, and will not authorize or permit any of its Representatives to, directly or indirectly, solicitthrough any officer, initiate director, employee, representative, agent or other person, solicit or encourage the initiation or submission of any direct or indirect inquiries, proposals or offers regarding any acquisition, merger, takeover bid or sale of all or any of the assets (including other than in the ordinary course of business consistent with past practice) or any shares of capital stock of the Company (other than pursuant to exercise, in accordance with the terms thereof, by the persons listed on Schedule 2.2(a) of options outstanding under Company Stock Option Plans as in effect on the date hereof), whether or not in writing and whether or not delivered to the stockholders of the Company generally (including, without limitation, by way of furnishing informationa tender offer) by any party other than Emerald or take its affiliates (any other action to facilitate knowingly any of the foregoing inquiries or the making of any proposal which constitutes or may reasonably be expected proposals being referred to lead to herein as an Acquisition Proposal (as defined herein) from any person, or engage in any discussion or negotiations relating thereto or accept any "Acquisition Proposal"); provided, however, that notwithstanding nothing contained in this Agreement shall prevent the Board of Directors of the Company from referring any third party to this Section 5.4. Nothing contained in this Section 5.4 or any other provision hereof, KCPL may (i) at any time prior to of this Agreement shall prevent the time KCPL's shareholders shall have voted to approve this Agreement, engage in discussions or negotiations with a third party who (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with KCPL or its Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning KCPL and its business, properties and assets if, and only to the extent that, (A) (x) the third party has first made an Acquisition Proposal that is financially superior to the transactions contemplated herein and has demonstrated that financing for the Acquisition Proposal is reasonably likely to be obtained (as determined in good faith by KCPL's Board of Directors after consultation with its financial advisors) and (y) KCPL's of the Company from considering or negotiating an unsolicited bona fide Acquisition Proposal. If the Board of Directors shall conclude in good faithof the Company, after duly considering applicable provisions of state law, on the basis of oral or written advice of outside counsel and financial advisors to the Company, determines in good faith that such action is necessary for the KCPL Board it would likely be a violation of Directors to act in a manner consistent with its fiduciary duties under applicable law responsibilities to not approve or recommend (and in connection therewith withdraw or modify its approval or recommendation of this Agreement, and the transactions contemplated hereby) a Superior Proposal (Bas defined below), then, notwithstanding any such approval or recommendation (i) prior to furnishing such information to or entering the Company shall not enter into discussions or negotiations any agreement with such person or entity, KCPL (x) provides prompt notice to Western Resources respect to the effect that it is planning to furnish information to or enter into discussions or negotiations with such person or entity Superior Proposal and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms contained in the Confidentiality Agreement, (ii) comply any other obligation of the Company under this Agreement shall not be affected, unless this Agreement is terminated pursuant to Section 8.1(e) hereof prior to or simultaneously with Rule 14e-2 promulgated under the Exchange Act with regard grant of such approval or the making of such recommendation and the Company, at the time of such termination resulting from such Superior Proposal, pays Emerald the Termination Fee. As used herein the term "Superior Proposal" means an unsolicited bona fide proposal made by a third party to acquire the Company pursuant to a tender or exchange offer, and/or a merger, a sale of all or any significant portion of its assets or otherwise that the Company Board of Directors determines in its good faith judgment to be a proposal which, if accepted, (iiix) accept an Acquisition Proposal from a third partyis reasonably likely to be consummated, provided KCPL first terminates this Agreement pursuant to Section 11.1(e). KCPL shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by KCPL or its Representatives with respect to the foregoing. KCPL shall notify Western Resources orally and in writing of any such inquiries, offers or proposals (includingtaking into account, without limitation, the terms all legal, financial and conditions regulatory aspects of any such proposal and person or persons making such proposal and (y) would, if consummated, result in a more favorable transaction to the identity holders of the person making it), within 24 hours Company Common Stock than the transactions contemplated by this Agreement (after considering the written advice of the receipt thereof, shall keep Western Resources informed of the status and details of any such inquiry, offer or proposal, and shall give Western Resources five days' advance notice of any agreement to be entered into with or any information to be supplied to any person making such inquiry, offer or proposal. As used herein, "Acquisition Proposal" shall mean a proposal or offer (other than by Western Resources, KGE or New KC) for a tender or exchange offer, merger, consolidation or other business combination involving KCPL or any KCPL Subsidiary or any proposal to acquire in any manner a substantial equity interest in or a substantial portion of the assets of KCPL or any KCPL SubsidiaryCompany's professional advisors).