Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.

Acquisition Proposals. From The Stockholder agrees that it will promptly (and in any event, within 48 hours) notify, or cause another stockholder of the date hereof until Company or a Person acting on behalf of all of the termination hereofStockholder to notify, ParentParent and Acquisition Sub immediately following the Stockholder’s learning that any inquiries, proposals or offers with respect to an Acquisition Proposal are received by, any information is requested from, or any such discussions or negotiation are sought to be initiated or continued with, it or any of its Representatives indicating, in connection with such notice, the Parent Subsidiaries, the Company name of such Person and the Company Subsidiaries will notmaterial terms and conditions of any proposals or offers (including copies of any written requests, proposals or offers, including proposed agreements), and thereafter shall keep Parent and Acquisition Sub informed, on a current basis, of the status and terms of such proposals or offers (including any amendments thereto and, in no event later than 48 hours after receipt, copies of any additional or revised written requests, proposals or offers, including proposed agreements) and the status of any such discussions or negotiations. The Stockholder agrees that it will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement or otherwise facilitate with any offer or proposal for, or Person subsequent to the date hereof that prohibits it from providing any indication of interest in, a merger or other business combination involving information to Parent or Company or Acquisition Sub in accordance with this Section 4(a). Without limiting the acquisition of any equity interest in, or a substantial portion generality of the assets of Parent foregoing or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"Section 4(b), (ii) give any approval the Stockholder shall notify Parent and Acquisition Sub in advance of the type referred beginning to in Section 4.20 or 5.20 with respect provide information to any Person relating to an Acquisition Proposal, (iii) waive any provision of any standstill Proposal or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue beginning discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, with any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement regarding an Acquisition Proposal. Notwithstanding Any violations of the foregoing, nothing contained in restrictions set forth above by any Representative of the Stockholder shall be deemed to be a breach of this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i4(a) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsStockholder.

Acquisition Proposals. From (a) Notwithstanding anything to the contrary set forth in this Agreement, from the date hereof of this Agreement and continuing until 11:59 p.m. New York City time on the termination hereofdate which is forty-five (45) Business Days after the date of this Agreement (the “Go-Shop Period End Date”), Parent, the Parent Subsidiaries, the Company CAC and the Company its Subsidiaries will not, and will cause their respective officers, directors, employees or other agents Representatives shall have the right (including, without limitation, investment bankers, attorneys or accountantsacting under the direction of the CAC Special Committee) not to, to directly or indirectly, indirectly (iA) take any action to solicit, initiate, encouragesolicit and encourage any offer, enter into any agreement proposal or otherwise facilitate any offer or proposal forinquiry relating to, or any third party indication of interest in, a merger any acquisition or other business combination involving Parent or Company or the acquisition purchase of any equity interest in, or a substantial portion 100% of the assets issued and outstanding CAC Common Stock (a “CAC Acquisition Proposal”) from one or more Persons, including by way of Parent contacting third parties or Companypublic disclosure and by way of providing access to non-public information regarding, other and affording access to the business, properties, assets, books, records and personnel of, CAC and its Subsidiaries, to any Person (each, a “Solicited Person”) pursuant to an executed confidentiality agreement on terms no less favorable to CAC than the transactions contemplated by the Transaction Documents Confidentiality Agreement, which shall include, among other things, customary employee non-solicitation and non-hire provisions (an "Acquisition Proposal"a copy of which confidentiality agreement shall be promptly (in all events within one (1) Business Day) provided for informational purposes only to CEC); provided, that CAC shall promptly (iiand in any event within one (1) give any approval of the type referred Business Day) provide to in Section 4.20 CEC all material and information delivered or 5.20 with respect made available to any Acquisition ProposalSolicited Person to the extent such material and information was not previously furnished or made available to CEC; and (B) enter into, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage participate in or continue and maintain discussions or negotiations withregarding, or disclose and take any nonpublic information relating other action to Parent, the Parent Subsidiaries, Company facilitate any inquiries or the Company Subsidiaries, respectively, making of any proposal that constitutes or afford access would be reasonably likely to their respective properties, books or records lead to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an a CAC Acquisition Proposal. Notwithstanding Within one (1) Business Day following the foregoingGo-Shop Period End Date, nothing contained CAC shall notify CEC in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion writing of the assets, business combination or other similar transaction, if, material terms and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms conditions of any such negotiations CAC Acquisition Proposal (including any amendments or discussionsmodifications thereof) received from any Excluded Party (as defined below) and the identity thereof.

Acquisition Proposals. From SCB agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company officers and the Company directors of it or its Subsidiaries will notshall, and will that it shall use its reasonable best efforts to cause their respective officersits and its Subsidiaries' employees, directorsagents and representatives (including any investment banker, employees attorney or other agents (including, without limitation, investment bankers, attorneys accountant retained by it or accountantsany of its Subsidiaries) not to, directly or indirectly, (i) take any action to initiate, solicit, initiateencourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to a merger, encouragereorganization, enter into any agreement share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or otherwise facilitate any offer or proposal forsimilar transaction involving it, or any indication purchase or sale of interest inthe consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a merger whole, having an aggregate value equal to 25% or other business combination involving Parent or Company or more of the acquisition market capitalization of any equity interest inSCB, or a substantial portion any purchase or sale of, or tender or exchange offer for, 25% or more of the assets equity securities of Parent or Company, other than the transactions contemplated by the Transaction Documents SCB (being hereinafter referred to as an "Acquisition Proposal"), (ii) give . SCB further agrees that neither it nor any approval of its Subsidiaries nor any of the type referred officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to in Section 4.20 cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or 5.20 accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with respect or provide any information or data to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding the foregoing, nothing contained anything in this Section 7.2 Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit Parent or Company and their respective Boards of Directors the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated an Acquisition Proposal believed by the SEC under the Exchange Act, SCB Board in good faith to be bona fide or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase expression of a substantial portion of interest believed by the assets, business combination or other similar transaction, if, and only to the extent that, (A) such SCB Board of Directors determines in good faith upon advice to be bona fide indicating such person's desire to pursue the possibility of counsel that such action is required for making an Acquisition Proposal on terms believed by the SCB Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice be financially superior to the other party to this Agreement to the effect that it is furnishing information toMerger (a "Superior Proposal") and, or entering into discussions or negotiations with, in either such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.case:

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent SubsidiariesExcept as contemplated hereby, the Company shall not (and the Company Subsidiaries will not, and will shall use reasonable efforts to cause their respective its officers, directorsdirectors and employees and any investment banker, employees attorney, accountant, or other agents (including, without limitation, investment bankers, attorneys or accountants) agent retained by it not to) initiate, solicit or encourage, directly or indirectly, (i) or knowingly take any action to solicitfacilitate, initiatethe making of, encourageor engage in any negotiations or discussions concerning, enter into any agreement proposal or offer to acquire all or any significant part of the business and properties or capital stock of the Company, whether by merger, purchase of assets, tender offer or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give or provide any approval of non-public information concerning the type referred Company to any third party in Section 4.20 connection with an Acquisition Proposal. The Company shall immediately cease and cause to be terminated any existing activities, discussions or 5.20 negotiations with any parties conducted heretofore with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or foregoing. In the event the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, receives an Acquisition Proposal, or otherwise facilitate it shall, subject to any effort or attempt to make or implement an confidentiality obligations imposed upon the Company in connection with such Acquisition Proposal, promptly (and in any event within 24 hours) inform Parent as to the receipt thereof. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or the Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (iia) furnishing information to, participating in discussions and negotiations directly or through its representatives or entering into negotiations an agreement relating to an Acquisition Proposal with, any person third party (including parties with whom the Company or entity that its representatives have had discussions on any basis on or prior to the date hereof) who makes an unsolicited bona fide proposal or offer to acquire Parent the Company or makes an unsolicited request for non-public information about the Company (pursuant to appropriate confidentiality agreements), which proposal, offer or request did not result from a merger, consolidation, share exchange, purchase of a substantial portion breach of the assetsfirst sentence of this Section 5.7, business combination or other similar transaction, if, and only to if the extent that, (A) such Company Board of Directors determines in good faith upon faith, after receiving advice from its financial advisors and independent legal counsel at a meeting of counsel the Company Board, that such action is required for the Company Board of Directors to comply with its fiduciary duties to stockholders imposed by Lawunder applicable law, (Bb) taking and disclosing to its stockholders any position, and making related filings with the SEC, as required by Rules l4e-2 and 14d-9 under the Exchange Act with respect to any tender offer or (c) taking any action and making any disclosure which the Company Board determines, after receiving advice from its financial advisors and independent legal counsel at a meeting of the Company Board, is required to be taken or made under applicable law (including, without limitation, laws relating to the fiduciary duties of directors), provided that at least 48 hours prior to furnishing such information tothe entry into or announcement of an intention to enter into a definitive agreement with respect to an Acquisition Proposal, or entering into discussions or negotiations with, such person or entity, Parent or the Company provides shall have provided written notice to Parent advising Parent of its intention to enter into a definitive agreement with respect to an Acquisition Proposal and specifying the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, material terms and conditions of such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsAcquisition Proposal.

Acquisition Proposals. From Leslie's California shall, and shall --------------------- use its reasonable best efforts to cause each of its officers, directors or affiliates to, notify Poolmart promptly of any direct or indirect contact by any corporation, partnership, person or other entity or group concerning any tender or exchange offer, proposal for a merger or consolidation or other business combination involving Leslie's California or any of its subsidiaries or divisions, or any proposal or offer (in each case, whether or not in writing and whether or not communicated to the date hereof until shareholders of Leslie's California generally) to acquire in any manner, directly or indirectly, a substantial equity interest in, or a substantial portion of the termination hereofassets of, ParentLeslie's California or any of its subsidiaries or divisions, other than pursuant to the Parent Subsidiariestransactions contemplated by this Agreement (an "Acquisition Proposal") and -------------------- shall promptly provide Poolmart with a summary of all material terms and conditions of such Acquisition Proposal. In addition, Leslie's California shall give Poolmart not less than three business days' written notice prior to providing any confidential information to any person (other than Poolmart, prospective sources of the Company Financing and their respective representatives) concerning the Company Subsidiaries will business and properties of Leslie's California or affording any other person access to the properties, books or records of Leslie's California in connection with any Acquisition Proposal. Leslie's California shall not, and will cause their respective nor shall it permit any of its officers, directors, employees affiliates, representatives or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, (i) take any action to solicit, initiateinitiate or, encouragesubject to the rights of Leslie's California to provide confidential information as provided in the immediately preceding sentence, enter into any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to knowingly encourage any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information toparticipate in any negotiations with respect to an Acquisition Proposal, except that Leslie's California or entering into any such persons may participate in such negotiations with, with respect to any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to Acquisition Proposal from a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only third party to the extent that, that the board of directors of Leslie's California or the Special Committee concludes (A) such Board of Directors determines in good faith upon advice of counsel that such action Acquisition Proposal is required for superior to the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, Merger Transaction and (B) prior to furnishing such information tobased upon the advice of counsel, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsare necessary to discharge its fiduciary duty under applicable law.

Acquisition Proposals. From Between the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will Closing, Seller shall not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, (ia) take any action to solicit, initiateinitiate submission of or knowingly encourage any Acquisition Proposal or (b) participate in any substantive discussions or negotiations regarding an Acquisition Proposal with anyone, encourageexcept in the case of each of the foregoing for Acquisition Proposals by or on behalf of Buyer or its affiliates. During such period, enter into any agreement or otherwise facilitate any offer or proposal for, or Seller shall promptly notify Buyer upon receipt of any indication of interest inor any offer with respect to an Acquisition Proposal. For purposes hereof, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give " shall include any approval proposal for any acquisition or purchase by anyone of all or a portion of the type referred Purchased Assets or any equity interest in Seller or any of its subsidiaries, of any merger or business combination with, or any acquisition of, Seller or any of its subsidiaries. If, after the entry of the Approval Order, Seller enters into a written agreement to in Section 4.20 or 5.20 with respect to accept any Acquisition Proposal, Seller shall, in addition to returning Buyer's Deposit (iii) waive together with any provision interest), promptly reimburse Buyer for all of Buyer's expenses incurred in connection with preparing its Bid, its investigation of Seller and its negotiation and preparation of this Agreement, including the fees and expenses of Buyer's attorneys, accountants and advisors, such reimbursement being in addition to any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating other remedy to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that which Buyer may be considering making, entitled at law or has made, an Acquisition Proposal, in equity or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposalunder the terms of this Agreement. Notwithstanding anything herein to the foregoingcontrary, nothing contained in this Section 7.2 shall prohibit Parent until the Bankruptcy Court enters the Approval Order Seller may (and may authorize and/or permit any of its officers, directors, employees, attorneys, agents or Company and their respective Boards of Directors from (irepresentatives to) taking and disclosing a position furnish information with respect to a tender offer by a third party pursuant Seller to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes persons making an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, inquiry and only to the extent that, (A) such Board of Directors determines shall notify Buyer in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms writing of any such negotiations proposal or discussionsinquiry.

Acquisition Proposals. From After the date hereof until the termination hereofthrough April 14, Parent1999, the Parent Subsidiaries, the Company and the Company Subsidiaries ICF shall not (nor will not, and will cause their respective it permit any of its officers, directors, employees agents or other agents (including, without limitation, investment bankers, attorneys or accountants) not Affiliates to), directly or indirectly, (ia) take any action to solicit, initiate, encourage, enter into initiate or participate in any agreement negotiations or otherwise facilitate discussions with respect to any offer or proposal for, to acquire all or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion substantially all of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval business and properties of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company SubsidiariesBusiness, or (ivb) engage in or continue discussions or negotiations withexcept as contemplated by this Agreement, or disclose any nonpublic information relating not customarily disclosed to Parentany Person concerning the business and properties of the Business, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford to any Person access to their respective the properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, of the Business or otherwise facilitate assist or encourage any effort Person in connection with any of the activities referred to in clause (a) above; unless in the case of either clause (a) or attempt (b) above, ICF shall have received a firm written offer relating to make or implement an Acquisition Proposal. Notwithstanding such transaction, not conditioned upon financing, from a reputable buyer, which offer, based on consultations with ICF's financial advisers, the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards Board of Directors from of ICF concludes in good faith is on terms financially superior to the terms offered by the transaction contemplated by this Agreement and is reasonably capable of being completed (taking into account all material legal, financial, regulatory and other aspects of the offer and the Person making the offer) (a "Superior Proposal"), and the Board of Directors of ICF determines in good faith, after taking into consideration the advice of its outside legal counsel, that it is likely to be required to consider such offer in order for its members to comply with their fiduciary duties under applicable law. After April 14, 1999, upon written notice to Buyer, ICF may engage in the activities referred to in clauses (a) and (b) above. After the date hereof, ICF agrees to notify Buyer promptly in writing if (i) taking and disclosing a position any inquiries or offers relating to an acquisition proposal with respect to a tender offer the Business are received by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by ICF or any of its agents or Affiliates after the SEC under the Exchange Act, date hereof or (ii) furnishing information to, any negotiations or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to discussions in connection with a merger, consolidation, share exchange, purchase of a substantial portion possible acquisition of the assetsBusiness are sought to be initiated or continued, business combination indicating in connection with such notice the principal terms and conditions of any proposals or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines offers. Thereafter ICF shall keep Buyer informed in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed writing on a reasonably current basis of the status and principal financial revised terms of any such proposals or offers and the status of any such negotiations or discussions.

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will Ahmanson agrees that it shall not, and will shall cause their respective its Subsidiaries and its and its Subsidiaries' officers, directors, employees or other agents (includingagents, without limitation, investment bankers, attorneys or accountants) advisors and affiliates not to, directly solicit or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement encourage inquiries or otherwise facilitate any offer or proposal forproposals with respect to, or engage in any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest innegotiations concerning, or a substantial portion of the assets of Parent provide any confidential information to, or Companyhave any discussions with, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal")any person relating to, (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) Proposal or waive any provision of any standstill or similar agreements entered into by Parent, amend the Parent Subsidiaries, Company or terms of the Company Subsidiaries, or (iv) engage Ahmanson Rights Agreement in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, respect of an Acquisition Proposal; provided, however, that, at any time prior to the time its stockholders shall have voted to approve this Agreement, Ahmanson may, and may authorize and permit its officers, directors, employees, representatives or agents to, provide third parties with nonpublic information, otherwise facilitate any effort or attempt by any third party to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained recommend or endorse any Acquisition Proposal with or by any third party, and participate in this Section 7.2 shall prohibit Parent or Company discussions and their respective Boards of Directors from (i) taking and disclosing a position negotiations with respect to a tender offer by a any third party pursuant relating to Rules 14d-9 and 14e-2(a) promulgated by any Acquisition Proposal, if the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Ahmanson Board of Directors determines in good faith upon the written advice of outside counsel that such action is required legally necessary for the Board of Directors it to comply act in a manner consistent with its fiduciary duties to stockholders imposed by Law, (B) under applicable law; and prior to furnishing such providing any information to, or data to any person or entering into discussions or negotiations withwith any Person, the Ahmanson Board notifies Washington Mutual immediately of such person inquiries, proposals or entityoffers received by, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing any such information torequested from, or entering into any such discussions or negotiations withsought to be initiated or continued with Ahmanson or any Subsidiary thereof. Ahmanson shall not furnish any nonpublic information to any other party pursuant to this Section 6.06 except pursuant to the terms of a confidentiality agreement containing terms substantially identical to the terms contained in the Confidentiality Letter. Ahmanson shall immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties other than Washington Mutual with respect to any of the foregoing and shall use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal. Ahmanson shall promptly (within 24 hours) advise Washington Mutual following the receipt by Ahmanson of any Acquisition Proposal and the substance thereof (including the identity of the person making such person or entityAcquisition Proposal), and Parent or Company keeps the other informed of the status and principal financial terms advise Washington Mutual of any developments with respect to such negotiations or discussionsAcquisition Proposal promptly upon the occurrence thereof.

Acquisition Proposals. From the date hereof until the termination hereof(a) The Company will not, Parent, the Parent will cause its Subsidiaries, and each of their respective directors and officers, not to, and will instruct its Representatives not to: (i) initiate, solicit, or knowingly encourage or knowingly facilitate the submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any Acquisition Proposal, (ii) engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal or (iii) provide any non-public information, or afford access to the business, properties, assets, books or records of the Company and the its Subsidiaries to, any Person (other than Parent, Merger Sub, or any designees of Parent or Merger Sub) in connection with any Acquisition Proposal. The Company Subsidiaries will notwill, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not its Subsidiaries to, directly or indirectlyand will instruct its Representatives to, (ix) take immediately cease any action to solicitsolicitation, initiatediscussions, encourageor negotiations with any Person (other than Parent, enter into any agreement or otherwise facilitate any offer or proposal forMerger Sub, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets designees of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (iiMerger Sub) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iiiy) waive any provision to the extent the Company has the right to do so, within two (2) Business Days following the date of any standstill this Agreement, request in writing the prompt return or similar agreements entered into destruction of all confidential information provided by Parent, or on behalf of the Parent Subsidiaries, Company or the Company Subsidiariesits Subsidiaries to any such Person, and (z) terminate access to any physical or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information electronic data rooms relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an a possible Acquisition Proposal. Notwithstanding the foregoing, nothing contained the Company and its Representatives, solely in response to an inquiry or proposal that did not result from a material breach of this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act5.3(a), or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, may (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person solely to determine whether such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, inquiry or proposal constitutes an Acquisition Proposal and (B) prior to furnishing such information toinform a Person that has made or, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed Knowledge of the status and principal financial terms Company, is considering making, following the date hereof, an Acquisition Proposal of any such negotiations or discussionsthe provisions of this Section 5.3.

Acquisition Proposals. From (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date hereof of this Agreement and continuing until 11:59 p.m. (New York City time) on November 10, 2020 (the termination hereof, Parent, the Parent Subsidiaries“No-Shop Period Start Date”), the Company and the Company its Subsidiaries will not, and will cause their respective directors, officers, directors, employees or other agents (including, without limitationemployees, investment bankers, attorneys attorneys, accountants and other advisors or accountantsrepresentatives (collectively, “Representatives”) not to, directly or indirectly, shall have the right to (i) take any action to initiate, solicit, initiatefacilitate and encourage any inquiry or the making of any proposal or offer that constitutes, encouragecould constitute, or could reasonably be expected to lead to an Acquisition Proposal, including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person (and its Representatives, including potential financing sources) subject to the entry into, and in accordance with, an Acceptable Confidentiality Agreement; provided that the Company shall make available to Parent and Merger Sub any non-public information or data concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or Merger Sub promptly (and in any event within forty-eight (48) hours) after the time it is furnished to such Person, and (ii) engage in, enter into any agreement or otherwise facilitate participate in any offer discussions or proposal fornegotiations with any Persons (and their respective Representatives, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (iiincluding potential financing sources) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition ProposalProposals (or inquiries, (iii) waive any provision of any standstill proposals or similar agreements entered into by Parentoffers or other efforts that constitute, the Parent Subsidiaries, Company or the Company Subsidiariescould constitute, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating could reasonably be expected to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access lead to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, including any Person that has informed the Company or otherwise its Representatives of an intention to make or has publicly announced an intention to make an Acquisition Proposal) and cooperate with or assist or participate in or facilitate or encourage any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposals, including granting a waiver, amendment or implement release under any confidentiality or pre-existing standstill or similar provision with respect to the Company or its Subsidiaries; provided, that the Company and its Subsidiaries will not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any inquiries, discussions or requests with respect to or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal. Notwithstanding No later than forty-eight (48) hours after the foregoingNo-Shop Period Start Date, nothing contained the Company shall notify Parent in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion writing of the assets, business combination or other similar transaction, if, number of parties that submitted an Acquisition Proposal after the date of this Agreement and only prior to the extent thatNo-Shop Period Start Date, which notice shall include a summary of all material terms of any pending Acquisition Proposals (Abut not, for the avoidance of doubt, the identity of the parties that submitted such Acquisition Proposals) such Board of Directors determines that were made in good faith upon advice of counsel that such action is required for writing by any Excluded Party or any other Acquisition Proposal which the Board of Directors to comply (or a duly authorized committee thereof) determined in good faith, after consultation with its fiduciary duties to stockholders imposed by Lawfinancial advisor and outside legal counsel, warranted the Board of Directors’ (Bor such duly authorize committee’s) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsfurther discussion.

Acquisition Proposals. From (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date hereof of this Agreement and continuing until 11:59 p.m. (New York time) on September 14, 2015 (the termination hereof“Go-Shop Period End Date”, Parentsuch period, the Parent Subsidiaries“Solicitation Period”), the Company PRE and the Company its Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, Representatives shall have the right to (i) take any action to solicit, initiate, encouragesolicit or encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal (except that the reference to 15% in such term will be deemed changed to 50% for purposes of this ‎Section 6.08(a)), enter into including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, PRE and its Subsidiaries to any agreement Person pursuant to an Acceptable Confidentiality Agreement (it being understood that such Acceptable Confidentiality Agreement (A) must contain “standstill” or similar provisions or otherwise facilitate any offer prohibit the making or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition amendment of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated Acquisition Proposal not solicited by the Transaction Documents PRE Board to the maximum extent permissible under applicable Law and (B) shall not include an "Acquisition Proposal"obligation of PRE to reimburse such Person’s expenses); provided, that PRE shall make available to Parent (at substantially the same time) any non-public information concerning PRE or its Subsidiaries that is provided to any Person given such access that was not previously made available to the Parent, and (ii) give engage in, enter into, continue or otherwise participate in any approval discussions or negotiations with any Persons or group of the type referred to in Section 4.20 or 5.20 Persons with respect to any Acquisition Proposal, (iii) waive any provision of any standstill Proposals and cooperate with or similar agreements entered into by Parent, the Parent Subsidiaries, Company assist or the Company Subsidiaries, or (iv) engage participate in or continue facilitate any such inquiries, proposals, discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an any Acquisition Proposal. Notwithstanding the foregoing, nothing contained PRE shall promptly (and in this Section 7.2 shall prohibit any event within 24 hours) notify Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion in writing of the assetsidentity of each Person or group of Persons from whom PRE receives an Acquisition Proposal during the Solicitation Period, business combination or other similar transactionthe material terms and conditions of such Acquisition Proposal (including the financing sources, ifif applicable), and only a copy of such Acquisition Proposal (including any agreements relating to the extent thatsuch financing, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsif applicable).

Acquisition Proposals. From (a) Notwithstanding anything contained herein to the contrary, during the period beginning on the date hereof of this Agreement and continuing until 12:01 a.m. (prevailing Central time) on the termination hereof, Parent, the Parent SubsidiariesNo-Shop Period Start Date, the Company and the Company its Subsidiaries will not, and will cause their respective officersRepresentatives (collectively, directorsthe “Company Representatives”), employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not shall have the right to, directly or indirectly, : (i) take any action to initiate, solicit, initiate, encourage, enter into or seek, directly or indirectly, any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company inquiries relating to or the acquisition making or implementation of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), ; (ii) give continue or otherwise engage or participate in any approval negotiations or discussions with any third party, with respect to, Acquisition Proposals, including providing or otherwise making available information to any Person, provided that, prior to doing so, such third party has entered into an Acceptable Confidentiality Agreement with the Company; provided further, that all such information (to the extent such information has not been previously provided or otherwise made available to Cal Dive) is provided or otherwise made available to Cal Dive substantially concurrently with the time it is provided or otherwise made available to such Person subject to the right of the type referred Company to withhold such portions of information relating to pricing or other matters that are highly sensitive if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in Section 4.20 antitrust difficulties for the Company or 5.20 in connection with respect the Merger; and (iii) release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party to the extent necessary to permit the Company to conduct the activity set forth in clauses (i) and (ii) above; provided that the Company will promptly (in any event within one calendar day) notify Cal Dive of its receipt of any Acquisition Proposal including the general terms of any such Acquisition Proposal, (iii) waive any provision and will keep Cal Dive apprised of the status of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an such Acquisition Proposal. Notwithstanding Within two Business Days following the foregoingbeginning of the No-Shop Period Start Date, nothing the Company shall notify Cal Dive of the number of Excluded Parties and the material terms and conditions of each Excluded Parties’ Acquisition Proposal; provided, however, that notwithstanding anything to the contrary contained in this Section 7.2 5.4, the Company shall prohibit Parent or Company and their respective Boards not be required to provide the identity of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination Excluded Party or other similar transaction, if, Person who has submitted an Acquisition Proposal unless and only to until the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to terminates this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsin accordance with Section 7.1(h).

Acquisition Proposals. From (a) Notwithstanding any other provision of this Agreement to the contrary, during the period beginning on the date hereof of this Agreement and continuing until the termination hereofNo-Solicitation Period Start Date, Parent, Hydrocarbon and its Representatives shall have the Parent Subsidiaries, the Company and the Company Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not right to, directly or indirectly, (i) take any action to initiate, solicit, initiate, encourage, enter into any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "and encourage Acquisition Proposal")Proposals, (ii) give enter into discussions relating to Acquisition Proposals, (iii) continue or otherwise participate in any approval of the type referred to in Section 4.20 discussions or 5.20 with respect to negotiations regarding any Acquisition Proposal, (iiiiv) waive furnish to any provision Person any information or data with respect to Hydrocarbon, including by way of providing access to non-public information pursuant to (but only pursuant to an executed confidentiality agreement no less restrictive than the Confidentiality Agreement); provided that Hydrocarbon shall promptly provide or make available to Energy Partners any standstill non-public information concerning Hydrocarbon or similar agreements entered into by Parent, the Parent Subsidiaries, Company any Subsidiary that is provided or the Company Subsidiariesmade available to any Person which was not previously provided or made available to Energy Partners; and (v) otherwise cooperate with or take any other action to facilitate any proposal that constitutes, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating could reasonably be expected to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records lead to, any person that may be considering making, or has made, an Acquisition Proposal. Within 24 hours following the No-Solicitation Period Start Date, Hydrocarbon shall notify Energy Partners of (i) the number of Excluded Parties, (ii) the identity of each Excluded Party and (iii) the material terms and conditions of each Excluded Party's Acquisition Proposal and furnish copies of any documents and related correspondence provided in connection therewith (including any amendments or otherwise facilitate modifications to any effort or attempt to make or implement of the foregoing) received from any Excluded Party. Hydrocarbon shall immediately cease any discussions with any Person (other than Energy Partners) that are ongoing as of the No-Solicitation Period Start Date and that constitute an Acquisition Proposal. Notwithstanding the foregoing, nothing contained except as may be expressly provided for in this Section 7.2 shall prohibit Parent or Company Sections 6.6(b) and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if6.6(c), and only to except in respect of any Excluded Party. Any Person that submits an Acquisition Proposal that the extent that, (A) such Deal Committee and the Hydrocarbon Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors constitutes, or could reasonably be expected to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information lead to, or entering into discussions or negotiations witha Superior Proposal, such person or entity, Parent or Company provides written notice no later than 24 hours following the No Solicitation Period Start Date shall be referred to herein as an "Excluded Party." Notwithstanding anything contained in Section 6.6(a) to the other party contrary, any Excluded Party shall cease to be an Excluded Party for all purposes under this Agreement at such time as the Deal Committee determines in good faith that the Acquisition Proposal made by such party ceases to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsbe reasonably likely to lead to a Superior Proposal.

Acquisition Proposals. From (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date hereof of this Agreement and continuing until 12:01 a.m. (New York time) on the termination hereof, Parent, 30th day after the Parent Subsidiariesdate of this Agreement (the “No Shop Period Start Date”), the Company and its Subsidiaries and Representatives shall have the Company Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, right to (i) take any action to solicit, initiate, encouragesolicit and encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, enter including by providing access to non-public information to any Person pursuant to a confidentiality agreement containing terms that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (it being understood that, notwithstanding the terms of the Confidentiality Agreement, such confidentiality agreement need not prohibit the making or amendment of Acquisition Proposals) or, to the extent applicable, pursuant to a confidentiality agreement entered into prior to the date of this Agreement (any agreement such confidentiality agreement, an “Acceptable Confidentiality Agreement”); provided that the Company shall promptly make available to Parent and Merger Sub any non-public information concerning the Company or otherwise facilitate its Subsidiaries that is provided to any offer or proposal for, or any indication of interest in, a merger or other business combination involving Person given such access that was not previously made available to Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), Merger Sub and (ii) give engage in, enter into, continue or otherwise participate in any approval discussions or negotiations with any Persons or groups of the type referred to in Section 4.20 or 5.20 Persons with respect to any Acquisition Proposal, (iii) waive any provision of any standstill Proposals and cooperate with or similar agreements entered into by Parent, the Parent Subsidiaries, Company assist or the Company Subsidiaries, or (iv) engage participate in or continue facilitate any such inquiries, proposals, discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an any Acquisition ProposalProposals. Notwithstanding The parties hereto agree that, notwithstanding the foregoingoccurrence of the No Shop Period Start Date, nothing contained the Company may continue to engage in this Section 7.2 the activities described in clause (ii) above with respect to each Excluded Party until 15 days after the No Shop Period Start Date (the “Cut-off Date”). No later than two Business Days after the No Shop Period Start Date, the Company shall prohibit provide Parent or Company in writing a complete list of all Excluded Parties (including the identity of each Excluded Party) and their respective Boards of Directors from shall provide to Parent (i) taking an unredacted copy of any Acquisition Proposal made in writing provided to the Company or any of its Subsidiaries (including any financing commitments relating thereto, which shall include any fee letters (it being understood that any such fee letter may be redacted to omit the numerical amounts provided therein)) and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion written summary of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial material terms of any Acquisition Proposal not made in writing (including any financing commitments and any fee letters relating thereto (it being understood that any such negotiations or discussionsfee letter may be redacted to omit the numerical amounts provided therein)).

Acquisition Proposals. From (a) Notwithstanding any other provision of this Agreement to the contrary, during the period beginning on the date hereof of this Agreement and continuing until 11:59 p.m. New York City time on August 31, 2007 (the termination hereof, Parent, the Parent Subsidiaries“No-Shop Period Start Date”), the Company and the Company Subsidiaries will not, its subsidiaries and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not Representatives shall have the right to, directly or indirectly, : (i) take any action to solicit, initiate, solicit and encourage, enter into whether publicly or otherwise, the submission of any agreement inquiries, proposals or otherwise facilitate any offer or proposal for, offers or any indication of interest inother efforts or attempts that constitute or may reasonably be expected to lead to, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, including by way of providing access to non-public information pursuant to (iiibut only pursuant to) waive an executed confidentiality agreement on terms no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement and it being understood that the Company may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to the Company if it waives or similarly modifies the standstill provision in the Confidentiality Agreement); provided that the Company shall promptly provide to Parent and Merger Sub any provision of any standstill or similar agreements entered into by Parent, material non-public information concerning the Parent Subsidiaries, Company or the Company Subsidiaries, its subsidiaries that is provided to any person given such access which was not previously provided or made available to Parent and Merger Sub; and (ivii) engage in enter into and maintain or continue discussions or negotiations with, or disclose any nonpublic information relating with respect to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, Proposals or otherwise facilitate any effort inquiries, proposals, discussions or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position negotiations with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(aAcquisition Proposals. Within 24 hours following the No-Shop Period Start Date, the Company shall notify Parent of (x) promulgated the number of Acquisition Proposals theretofore received by the SEC under Company and not expressly withdrawn, (y) the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase material terms and conditions of a substantial portion of the assets, business combination or other similar transaction, ifeach such Acquisition Proposal, and only the identity of each person making any such Acquisition Proposal (each, an “Interested Person”), and any documents and related written correspondence provided in connection therewith (including any amendments and modifications to the extent thatforegoing) and (z) the identity of each Interested Person that has, (A) such Board prior to the No-Shop Period Start Date, submitted an Acquisition Proposal which, in the reasonable judgment of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply of the Company, satisfies the requirements of Section 6.5(d)(iv) (any such Interested Person, an “Excluded Person”), together with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice appropriate cross references to the other party to Acquisition Proposal, documents and related correspondence provided by or on behalf of each Excluded Person. Notwithstanding anything contained in this Agreement to the effect that it contrary, any Excluded Person shall cease to be an Excluded Person for all purposes under this Agreement at such time as the Acquisition Proposal made by such party is furnishing information towithdrawn, terminated or expires, or entering into discussions or negotiations withfails, such person or entity, and Parent or Company keeps in the other informed reasonable judgment of the status and principal financial terms Board of any such negotiations or discussionsDirectors of the Company, to satisfy the requirements of Sections 6.5(d)(iv).

Acquisition Proposals. From (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date hereof of this Agreement and continuing until 11:59 p.m. (Los Angeles time) on the termination hereof, Parent, day that is thirty (30) days following the Parent Subsidiariesdate of this Agreement (the “Solicitation Period End Date”), the Company and its subsidiaries and their respective Representatives shall have the right (acting under the direction of the board of directors of the Company Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountantsany committee thereof) not to, directly or indirectly, (i) take any action to solicit, initiate, encouragefacilitate and encourage any Competing Proposals, enter into including by way of providing access to non-public information; provided that, prior to so furnishing such information, the Company receives from the Third Party an executed Acceptable Confidentiality Agreement; and provided, further, that (A) any agreement such material provided to any Third Party given such access that has not been provided to Parent or otherwise facilitate any offer Acquisition Sub shall be provided to Parent and Acquisition Sub as promptly as reasonably practicable after it is provided to such Third Party (which requirement may be satisfied by posting such information to the Electronic Data Room and giving Parent and Acquisition Sub notice confirming that such disclosure is being made pursuant to the Company’s obligations under this Section 6.6(a)) and (B) the Company and its subsidiaries and their respective Representatives shall withhold such portions of documents or proposal forinformation, or any indication of interest in, a merger provide pursuant to customary “clean-room” or other business combination involving Parent appropriate procedures, to the extent relating to any pricing or Company other matters that are highly sensitive or competitive in nature if the acquisition exchange of any equity interest in, such information (or a substantial portion portions thereof) could reasonably be likely to be harmful to the operation of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), Company in any material respect; and (ii) give engage in, continue or otherwise participate in any approval of the type referred to in Section 4.20 discussions or 5.20 negotiations with respect to any Acquisition Proposal, (iii) waive any provision of any standstill Competing Proposal or similar agreements entered into by Parent, the Parent Subsidiaries, Company otherwise cooperate with or the Company Subsidiaries, assist or (iv) engage participate in or continue facilitate any such discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition any Competing Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.

Acquisition Proposals. From (a) Notwithstanding anything contained in this Agreement to the contrary, during the period beginning on the date hereof of this Agreement and continuing until 12:01 a.m. (Eastern time) on the termination hereof, Parent, the Parent SubsidiariesNo-Shop Period Start Date, the Company and the Company its Subsidiaries will not, and will cause any of their respective officers, trustees, directors, employees or other agents (including, without limitationemployees, investment bankers, attorneys financial advisors, accountants, attorneys, brokers, finders or accountantsother agents, advisors or representatives (each, a "Representative") not shall have the right to, directly or indirectly, : (i) take any action to initiate, solicit, initiateencourage or seek, encouragedirectly or indirectly, enter into any agreement inquiries relating to the making or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition implementation of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), ; (ii) give continue or otherwise engage or participate in any approval of the type referred to in Section 4.20 negotiations or 5.20 discussions with any Person with respect to any Acquisition Proposal, ; and (iii) release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Person is a party to the extent necessary to permit the Company to conduct the activities set forth in clauses (i) and (ii) above. In furtherance of any standstill or similar agreements entered into the activities contemplated by Parentthe preceding sentence, the Parent Subsidiaries, Company or may (A) furnish non-public information with respect to the Company Subsidiaries, or and the Subsidiaries to any Person (ivprovided that the Company (1) engage in or continue discussions or negotiations with, or disclose any nonpublic concurrently furnishes such information relating to Parent, the Parent Subsidiariesand (2) furnishes such information pursuant to a confidentiality agreement which contains terms and conditions satisfactory to Parent), Company or the Company Subsidiaries, respectively, or afford access and (B) discloses to their respective properties, books or records to, its stockholders any person that may information required to be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposaldisclosed under applicable Law. Notwithstanding the foregoing, nothing contained in this Section 7.2 the Company shall prohibit not be required to provide to Parent or any information which the Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines deems in good faith upon advice of counsel that such action is required to be not appropriate for the Board of Directors disclosure to comply with its fiduciary duties Parent due to stockholders imposed by Law, (B) prior to furnishing such information tocompetitive concerns, or entering into discussions if the exchange of such information, as reasonably determined by the Company's outside legal counsel, would be reasonably likely to result in the Company or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to Merger violating applicable anti-trust Laws. Within one (1) Business Day following the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed beginning of the status No-Shop Period Start Date, the Company shall notify Parent of the number and principal financial identities of Excluded Parties and the material terms and conditions of any such negotiations or discussionseach Excluded Party's Acquisition Proposal.

Acquisition Proposals. From (a) The Company shall immediately cease and cause to be terminated any discussions or negotiations pending as of the date hereof until regarding any Acquisition Proposal and shall instruct the termination hereof, Parent, the Parent Subsidiaries, Person who made such Acquisition Proposal to return to the Company or to destroy any confidential information provided by the Company to such Person in connection with such Acquisition Proposal. The Company shall promptly (and, in any event, within twenty-four (24) hours) notify Parent if any Acquisition Proposal is received by the Company (which notification shall include the name of the Person making such Acquisition Proposal and the material terms and conditions thereof) and shall thereafter keep Parent reasonably informed on a current basis of any material change to the terms of such Acquisition Proposal. Subject to the following sentence, neither the Company nor its Subsidiary nor any of their respective officers or directors shall, and the Company Subsidiaries will notshall instruct and use its reasonable best efforts to cause its and its Subsidiary's employees, investment bankers, attorneys, accountants and will cause their respective other advisors or representatives (such officers, directors, employees or other agents (including, without limitationemployees, investment bankers, attorneys attorneys, accountants and other advisors or accountantsrepresentatives, collectively, “Representatives”) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into solicit or knowingly encourage the making of any agreement proposal or otherwise facilitate any offer or proposal forthat constitutes an Acquisition Proposal, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give engage in any approval of the type referred discussions or negotiations regarding, or provide any non-public information to any Person in Section 4.20 or 5.20 with respect to connection with, any Acquisition Proposal, except to notify such Person of the existence of this Section 5.2. Notwithstanding anything to the contrary set forth in this Agreement, prior to the Acceptance Time the Company may (iiiA) provide non-public information in response to a request therefor by a Person who has made an unsolicited written Acquisition Proposal; and/or (B) engage in any discussions or negotiations with any Person who has made such an Acquisition Proposal, if prior to taking any action described in clause (A) or (B), (x) the Company receives from such Person an executed confidentiality agreement containing nondisclosure provisions that are substantially similar to those contained in the Confidentiality Agreement, dated September 29, 2011, between Parent and the Company (the “Confidentiality Agreement”) (it being understood that such confidentiality agreement need not contain any “standstill” provisions or otherwise prohibit the making or amendment of any Acquisition Proposal), (y) the Company Board determines in good faith after consultation with its outside legal counsel and its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal, and (z) the Company Board determines in good faith after consultation with its outside legal counsel that the failure to take such action would be inconsistent with the Company Board’s fiduciary obligations to the Company’s stockholders under applicable Law. With respect to any non-public information regarding the Company provided to any other Person that was not previously provided to Parent, the Company shall provide such non-public information to Parent substantially simultaneously with the provision of such information to such other Person. The Company shall keep Parent reasonably informed on a current basis of the status and terms of any Acquisition Proposal (including any material changes to the key terms thereof) and the general status of any discussions and negotiations with respect thereto. In addition, during the period from the date of this Agreement through the Acceptance Time, the Company shall not terminate, amend, modify or waive any provision of any standstill confidentiality, “standstill” or similar agreements agreement entered into by Parent, the Parent Subsidiaries, Company or its Subsidiary prior to the date of this Agreement, unless the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of after consultation with its outside legal counsel that the failure to take such action is required for would be inconsistent with the Board of Directors to comply with its Company Board’s fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice obligations to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsCompany’s stockholders under applicable Law.

Acquisition Proposals. From (a) During the period (the “Go-Shop Period”) commencing on the date hereof of this Agreement and continuing until 11:59 p.m. (New York Time) on December 10, 2015 (the termination hereof, Parentday on which the Go-Shop Period ends, the Parent Subsidiaries“No-Shop Period Start Date”), the Company and the Company its Subsidiaries will not, and will cause their respective officers, directors, employees officers or other agents employees, controlled affiliates, or any investment banker, attorney, accountant or other agent or representative retained by any of them (includingcollectively, without limitation, investment bankers, attorneys or accountants“Representatives”) not to, directly or indirectly, shall have the right to (i) take any action to solicit, initiate, encouragesolicit and encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person pursuant to (x) a confidentiality agreement entered into by such Person containing confidentiality terms that are no more favorable in the aggregate to such Person than those contained in the Confidentiality Agreement, except with regard to standstill provisions (unless the Company offers to amend the Confidentiality Agreement to reflect such more favorable terms), or (y) to the extent applicable, the confidentiality agreement entered into with such Person prior to the date of this Agreement (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”); provided that the Company shall promptly (and in any event within 24 hours) make available to Parent any non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to the Parent, and (ii) engage in, enter into any agreement or otherwise facilitate participate in any offer discussions or proposal for, negotiations with any Persons or any indication group of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 Persons with respect to any Acquisition Proposal, (iii) waive any provision of any standstill Proposals and cooperate with or similar agreements entered into by Parent, the Parent Subsidiaries, Company assist or the Company Subsidiaries, or (iv) engage participate in or continue facilitate any such inquiries, proposals, discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an any Acquisition ProposalProposals. Notwithstanding No later than one (1) Business Day after the foregoingNo-Shop Period Start Date, nothing contained the Company shall notify Parent in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion writing of the assets, business combination identity of each Person or other similar transaction, if, group of Persons from whom the Company received a written Acquisition Proposal after the execution of this Agreement and only prior to the extent thatNo-Shop Period Start Date and provide to Parent (x) a copy of any Acquisition Proposal made in writing and any other written material terms or proposals provided (including financing commitments) to the Company or any of its Subsidiaries, (Ay) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed identity of the status Person or Persons making such Acquisition Proposal and principal financial (z) a written summary of the material terms of any such negotiations Acquisition Proposal not made in writing (including any terms proposed orally or discussionssupplementally).

Acquisition Proposals. From (a) During the period beginning on the date hereof of this Agreement and continuing until the termination hereof5:00 p.m., ParentNew York City time, on June 29, 2014 (such period, the Parent Subsidiaries“Solicitation and Early Signing Period” and such date, the Company “No Shop Period Start Date”), Protective and its Representatives will have the Company Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, right to (i) initiate, solicit, facilitate or encourage any inquiry or the making or announcement of any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (ii) participate or engage in or continue any discussions or negotiations regarding, furnish to any Person any information or data with respect to, or otherwise cooperate with or take any other action to solicit, initiate, encourage, enter into any agreement or otherwise facilitate any offer proposal that constitutes or proposal forwould reasonably be expected to lead to any Acquisition Proposal. Any non-public information relating to Protective and the Protective Subsidiaries furnished to any such Person will be furnished pursuant to and in accordance with a written confidentiality agreement containing confidentiality terms that are no more favorable in the aggregate than those contained in the Confidentiality Agreement (as amended by the terms of this Agreement) (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”). No Acceptable Confidentiality Agreement may contain any provision that would prevent Protective from complying with its obligation to provide any disclosure to Dai-ichi required pursuant to this Section 6.05(a), Section 6.05(d) or Section 6.05(h). All information provided or made available by Protective or any indication Protective Subsidiary to any Person entering into an Acceptable Confidentiality Agreement that has not been previously provided or made available to Dai-ichi must be provided or made available by Protective concurrently with, or, if impractical, within 48 hours following, the time it is provided or made available to such Person. From the tenth day following the date of interest inthis Agreement through the No Shop Period Start Date, Protective will provide a merger or other business combination involving Parent or Company or written report to Dai-ichi every five Business Days setting forth (i) the acquisition total number of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"Persons contacted to date pursuant to this Section 6.05(a), (ii) give any approval the number of the type referred Persons that have affirmatively declined to in Section 4.20 receive information or 5.20 with respect to any enter into discussions regarding an Acquisition Proposal, (iii) waive any provision the number of any standstill Persons that have affirmatively expressed interest in receiving information or similar agreements entered entering into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or discussions regarding an Acquisition Proposal and (iv) engage in the number of Persons that have executed an Acceptable Confidentiality Agreement. The foregoing reports will not be required to include the identity of any of the foregoing Persons. In addition, as of 11:59 p.m., New York City time, on June 28, 2014, Protective will provide Dai-ichi with a written list identifying each Person that, on or continue prior to such date, has executed an Acceptable Confidentiality Agreement and has not subsequently affirmatively declined to receive information or enter into discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement regarding an Acquisition Proposal. Notwithstanding the foregoing, nothing contained Protective will be required to provide information in this accordance with Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i6.05(h) taking and disclosing a position with respect to a tender offer any Acquisition Proposal received by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by Protective after the SEC under the Exchange Act, or (ii) furnishing information date of this Agreement whether prior to, on or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of following the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsNo Shop Period Start Date.

Acquisition Proposals. From Anything herein to the date hereof until contrary notwithstanding, at or prior to a hearing in the termination hereof, ParentBankruptcy Court on the motion to approve the Sale Order, the Sellers may furnish information concerning the Business to any qualified Person in order to permit such Person to determine whether to make a higher and better offer for the Transferred Assets at such hearing or at such time prior to the hearing as the Bankruptcy Court may direct and the Sellers and their Representatives may solicit, encourage and negotiate with any Persons to make offers for the Transferred Assets at or prior to such hearing, as the case may be; provided that, all potential bidders agree to be subject to substantially the same restrictions and limitations on the use of such information as those imposed on the Purchaser. Any other prospective purchaser or Person who receives proprietary information regarding the Sellers shall also agree to execute a separate non-disclosure agreement in form and substance similar to the Non-Disclosure Agreement entered into by and between the Purchaser and Parent Subsidiarieson March 11, 2004 (the "Non-Disclosure Agreement"). As promptly as practicable and in any event no later than two (2) Business Days prior to an auction of the Transferred Assets, the Company Sellers shall inform the Purchaser of the terms and conditions of any competing offer made for any portion of the Company Subsidiaries will notBusiness or the Transferred Assets. Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement between the parties hereto, the parties acknowledge and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) agree that any obligations of confidentiality contained herein and therein shall not to, directly or indirectly, apply to the tax treatment and tax structure of the transactions contemplated hereby upon the earlier to occur of (i) take any action to solicit, initiate, encourage, enter into any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion date of the assets public announcement of Parent or Company, other than discussions relating to the transactions contemplated by the Transaction Documents (an "Acquisition Proposal")transactions, (ii) give any approval the date of the type referred to in Section 4.20 public announcement of the transactions, or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision the date of any standstill or similar agreements entered into by Parentthe execution of this Agreement, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that the foregoing is not intended to affect each party's privilege to maintain, in its sole discretion, the Parent Subsidiaries, Company confidentiality of communications with its attorneys or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this with a federally authorized tax practitioner under Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion 7525 of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsInternal Revenue Code.

Acquisition Proposals. From (a) Notwithstanding anything to the contrary contained in this Agreement, (i) during the period beginning on the date hereof until that is ninety (90) days after the termination hereof, Parent, date the Parent SubsidiariesCompany Shareholder Approval is obtained and ending at the Effective Time (the “Solicitation Period”), the Company and the Company its Subsidiaries will not, and will cause their respective directors, officers, directorsemployees, employees or other agents (including, without limitationAffiliates, investment bankers, attorneys attorneys, accountants and other advisors or accountantsrepresentatives (collectively, “Representatives”) not shall have the right to, directly or indirectly, (iA) take any action to solicit, initiate, encouragefacilitate and encourage any Acquisition Proposals, including by way of providing access to non-public information pursuant to one or more Acceptable Confidentiality Agreements; provided, however, that any material non-public information concerning the Company or its Subsidiaries provided to any Third Party given such access shall be provided to Parent, Parent Assignee or Merger Subsidiary as promptly as reasonably practicable after it is provided to such Third Party (which requirement may be satisfied by posting such information to the Electronic Data Room); and (B) enter into any agreement into, continue or otherwise facilitate participate in any offer discussions or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 negotiations with respect to any Acquisition Proposal, (iii) waive any provision of any standstill Proposal or similar agreements entered into by Parent, the Parent Subsidiaries, Company otherwise cooperate with or the Company Subsidiaries, assist or (iv) engage participate in or continue facilitate any such discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an any Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company Proposal and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information during the period beginning on the date hereof and ending on the date that Parent has provided to the Company Acceptable Financing Evidence (the “Qualified Bidder Solicitation Period”) (provided, that if an Acceptable Commitment Letter Default shall have occurred, then the Qualified Bidder Solicitation Period shall immediately recommence and shall end at such time as the Acceptable Commitment Letter Default shall have been cured by Parent or alternative Acceptable Financing Evidence has been provided by Parent to the Company), the Company and its Representatives shall have the right to, directly or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent thatindirectly, (A) solicit, initiate, facilitate and encourage any Acquisition Proposals from the Qualified Former Bidders, including by way of providing access to non-public information pursuant to one or more Acceptable Confidentiality Agreements with such Board Qualified Former Bidders or pursuant to one or more confidentiality agreements with such Qualified Former Bidders existing as of Directors determines in good faith upon advice of counsel the date hereof; provided, however, that any material non-public information concerning the Company or its Subsidiaries provided to any Qualified Former Bidder shall be provided to Parent, Parent Assignee or Merger Subsidiary as promptly as reasonably practicable after it is provided to such action is required for Qualified Former Bidder (which requirement may be satisfied by posting such information to the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, Electronic Data Room); and (B) prior to furnishing such information toenter into, continue or entering into otherwise participate in any discussions or negotiations with, with respect to any Acquisition Proposal from a Qualified Former Bidder or otherwise cooperate with or assist or participate in or facilitate any such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations withor any effort or attempt to make any Acquisition Proposal from a Qualified Former Bidder, whether or not such person Acquisition Proposal are submitted or entity, and Parent provided to the Company or Company keeps its Representatives before or after the other informed of the status and principal financial terms of any such negotiations or discussionsdate hereof.

Acquisition Proposals. From (a) Notwithstanding any other provision of this Agreement to the contrary, during the period beginning on the date hereof of this Agreement and continuing until the termination hereof11:59 p.m. (New York City time) on July 5, Parent2015, the Parent SubsidiariesCompany, its Subsidiaries and their Representatives shall have the Company and the Company Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not right to, directly or indirectly, : (i) take any action to solicit, initiate, facilitate or encourage, whether publicly or otherwise, the submission of any Company Takeover Proposal (or inquiries, proposals or offers or other efforts or attempts that may reasonably be expected to lead to a Company Takeover Proposal), including by way of providing access to non-public information pursuant to one or more Acceptable Confidentiality Agreements; provided, that the Company shall substantially concurrently with providing written non-public information or non-written material non-public information to such person, provide to Parent and Carve-out Buyer any such non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent and Carve-out Buyer or their respective Representatives; and (ii) enter into any agreement into, engage in, and maintain discussions or negotiations with respect to Company Takeover Proposals (or inquiries, proposals or offers or other efforts that would reasonably be expected to lead to a Company Takeover Proposal) or otherwise facilitate any offer cooperate with or proposal for, assist or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest participate in, or a substantial portion of facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations, including through the assets of Parent or Company, other than the transactions contemplated limited waiver by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision Company of any pre-existing standstill or similar agreements entered into by Parent, provision with any Person solely to the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating extent necessary to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt permit such Person to make or implement amend a Company Takeover Proposal (such limited waiver to include an Acquisition Proposalexpress acknowledgment by the parties thereto that under no circumstances will such restricted person(s) be permitted to acquire, directly or indirectly, any securities of the Company prior to the valid termination of this Agreement). Notwithstanding the foregoingThe Company shall, nothing contained in this Section 7.2 and shall prohibit Parent or Company cause its Subsidiaries and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information Representatives to, or entering into negotiations withorally and in writing, keep Parent and Carve-out Buyer informed on a reasonably current basis (and in any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (Aevent within forty-eight hours) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal terms and conditions of any Company Takeover Proposal, including the price and form of consideration and all material terms and conditions (other than the identity of the party thereto) of such Company Takeover Proposal and any material developments, discussions or negotiations in connection therewith, or any material modifications to the financial or other terms and conditions of any such negotiations or discussionsCompany Takeover Proposal.

Acquisition Proposals. From (a) During the date hereof period (the “Go-Shop Period”) commencing on the Agreement Date and continuing until 11:59 p.m. (New York Time) on August 5, 2018 (the termination hereof, Parentday following the conclusion of the Go-Shop Period, the Parent Subsidiaries“No-Shop Period Start Date”), the Company and the Company Subsidiaries will not, and will cause their respective officers, directors, employees officers or other agents employees, controlled affiliates, or any investment banker, financial advisor, attorney, accountant or other agent or representative retained by any of them (includingcollectively, without limitation, investment bankers, attorneys or accountants“Representatives”) not to, directly or indirectly, shall have the right to (i) take any action to solicit, initiate, cause or induce the making, submission or announcement of, or knowingly encourage, enter into facilitate or assist any agreement inquiry or otherwise facilitate the making of any proposal or offer or proposal forthat constitutes, could constitute, or any indication of interest incould reasonably be expected to lead to, a merger an Acquisition Proposal, including by furnishing information with respect to the Company and the Company Subsidiaries and/or by providing access to the business, properties, assets, books, records or other business combination involving Parent non-public information, or to any personnel, of the Company or any of the acquisition Company Subsidiaries to any Third Person, its Representatives, Affiliates and prospective debt and equity financing sources pursuant to a confidentiality agreement entered into by such Third Person, which confidentiality agreement, if entered into following the Agreement Date, shall contain confidentiality terms that are no more favorable in the aggregate to such Third Person than those contained in the Confidentiality Agreement, including with respect to the terms of the “standstill provision” in the Confidentiality Agreement, except that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any equity interest in, Third Person with respect to the Company or a substantial portion any of the assets of Company Subsidiaries to allow such Third Person to submit an Acquisition Proposal in compliance with this Section 4.5 (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”); provided that the Company shall, to the extent not previously provided to Merger Sub or Parent, provide or make available to Merger Sub or Parent (including by posting materials to the Dataroom) any material non-public information concerning the Company or Companyany Company Subsidiary provided or made available to any Person prior to or substantially concurrently to providing such information to such Person, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), and (ii) give continue, enter into, maintain, participate or engage in any approval discussions or negotiations with any Persons or group of the type referred to in Section 4.20 or 5.20 Persons with respect to any Acquisition ProposalProposals or any proposal or offer that constitutes, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiariescould constitute, or (iv) engage could reasonably be expected to lead to, an Acquisition Proposal and cooperate with or assist or participate in or continue facilitate any such inquiries, proposals, discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make any Acquisition Proposals or implement an other proposals that could lead to Acquisition ProposalProposals, or otherwise cooperate with or assist or participate in, or facilitate any such discussions or negotiations. Notwithstanding Commencing on the foregoingdate that is ten (10) Business Days after the Agreement Date and continuing every ten (10) Business Days until the Effective Time or, nothing contained in if earlier, the termination of this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party Agreement pursuant to Rules 14d-9 and 14e-2(a) promulgated by Section 6.1, the SEC under the Exchange Act, or Company shall provide a written report to Parent (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines not prohibited by any applicable confidentiality agreement in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) place prior to furnishing such information to, the Agreement Date) setting forth the identity of each Person or entering into discussions or negotiations with, such person or entity, Parent or group of Persons from whom the Company provides received a written notice Acquisition Proposal after the execution of this Agreement and prior to the other party No-Shop Period Start Date and provide to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.Parent:

Acquisition Proposals. From (a) During the period beginning on the date hereof of this Agreement and continuing until the termination hereof11:59 p.m. (New York time) on May 9, Parent2019 (such date and time, the Parent Subsidiaries“No-Shop Period Start Date”), the Company Company, its Subsidiaries and the Company Subsidiaries will not, its and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, Representatives shall have the right to (i) take any action to solicit, initiate, encourage, enter into solicit and encourage any agreement inquiries with respect to the making of any proposal or otherwise facilitate any offer or proposal forthat constitutes, or any indication of interest inwould reasonably be expected to lead to, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give engage in and otherwise participate in any approval of the type referred discussions or negotiations regarding an Acquisition Proposal or that would reasonably be expected to in Section 4.20 or 5.20 with respect lead to any an Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parentcooperate with, the Parent Subsidiariesassist, Company or the Company Subsidiaries, or (iv) engage participate in or continue facilitate any such inquiries, proposals, offers, discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an any Acquisition Proposal. Notwithstanding , including by granting a waiver, amendment or release under any pre-existing confidentiality, “standstill” or similar provision, and (iv) provide non-public information to any Person relating to the foregoing, nothing contained in this Section 7.2 shall prohibit Parent Company or Company and their respective Boards any of Directors from (i) taking and disclosing a position its Subsidiaries with respect to a tender offer by a third party an Acquisition Proposal pursuant to Rules 14d-9 an Acceptable Confidentiality Agreement; provided, that the Company shall promptly (and 14e-2(ain any event within twenty-four (24) promulgated by hours) make available to Parent Holdco, Parent and Merger Sub any material non-public information concerning the SEC under the Exchange ActCompany or its Subsidiaries that is provided to any such Person or group of Persons which was not previously made available to Parent Holdco, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Merger Sub. The Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion shall promptly notify Parent Holdco and Parent in writing of the assets, business combination identity of each Person or other similar transaction, if, group of Persons (a “Go-Shop Party”) from whom the Company received a written Acquisition Proposal after the execution of this Agreement and only prior to the extent thatNo-Shop Period Start Date (a “Go-Shop Acquisition Proposal”), (A) such which the Company Board of Directors determines has determined in good faith upon advice (after consultation with its financial advisor of counsel nationally recognized reputation and outside legal counsel) that such action is required for the Board of Directors Go-Shop Acquisition Proposal constitutes, or could reasonably be expected to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information lead to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entitya Superior Proposal, and Parent or Company keeps the other informed material terms and conditions of the status and principal financial terms of any such negotiations or discussionsGo-Shop Acquisition Proposal.

Acquisition Proposals. From (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date hereof of this Agreement and continuing until 11:59 p.m. (New York City time) on the termination hereof, Parent, 30th calendar day after the Parent Subsidiariesdate of this Agreement (the “Solicitation Period End Date”), the Company and the Company its Subsidiaries will not, and will cause their respective directors, officers, directors, employees or other agents (including, without limitationemployees, investment bankers, attorneys attorneys, accountants and other advisors or accountantsrepresentatives (collectively, “Representatives”) not shall have the right (under the direction of the Company Board) to, directly or indirectly, : (i) take any action to initiate, solicit, initiatefacilitate and encourage any Acquisition Proposal, encourageincluding by way of providing access to non-public information to any Person pursuant to (but only pursuant to) an Acceptable Confidentiality Agreement executed by the Person receiving such non-public information that is and will remain in effect at least until the Outside Date (provided that (A) the Company shall promptly make available to Parent and Merger Subsidiary any material non-public information that the Company provides to any person given such access that was not previously provided to or made available to Parent or Merger Subsidiary, enter into any agreement and shall give Parent and Merger Subsidiary notice confirming that such disclosure is being made pursuant to the Company’s obligations under this Section 7.03(a) and (B) the Company and its Subsidiaries and their respective Representatives shall withhold such portions of documents or otherwise facilitate any offer or proposal forinformation, or any indication of interest in, a merger provide pursuant to customary “clean-room” or other business combination involving Parent appropriate procedures, to the extent relating to any pricing or other matters that are highly sensitive or competitive in nature if the exchange of such information (or portions thereof), in the Company’s reasonable judgment, would reasonably be likely to be harmful to the operation of the Company or the acquisition of its Subsidiaries in any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"material respect), ; and (ii) give engage or enter into, continue or otherwise participate in any approval discussions or negotiations with any Persons or groups of the type referred to in Section 4.20 or 5.20 Persons with respect to any Acquisition Proposal, (iii) waive any provision of any standstill Proposals or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiariesotherwise cooperate with, or (iv) engage in assist or continue participate in, or facilitate, any such inquiries, proposals, discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an any Acquisition ProposalProposals. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.50

Acquisition Proposals. From the date hereof until the termination hereofThe Company shall not, Parentnor shall it permit any of its subsidiaries to, the Parent Subsidiariesnor shall it authorize or permit any officer, director or employee of or any investment banker, attorney, accountant or other advisor or representative of, the Company and the Company Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not any of its subsidiaries to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement initiate or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or encourage the acquisition submission of any equity interest in, Acquisition Proposal (as hereinafter defined) or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give participate in any approval of the type referred discussions or negotiations regarding, or furnish to in Section 4.20 or 5.20 any person any information with respect to, or agree to or endorse, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, (iii) waive any provision of any standstill or similar agreements entered into by Parenthowever, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards the Board of Directors of the Company from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, Acquisition Proposal if, and only to the extent that, that (A) such the Board of Directors of the Company, after consultation with and based upon the advice of independent legal counsel, determines in good faith upon advice of counsel that such action is required necessary for the Board of Directors of the Company to comply with its fiduciary duties to the Company's stockholders imposed by Law, under applicable law and (B) prior to furnishing taking such information toaction, or entering into discussions or negotiations with, such person or entity, Parent or the Company (x) provides written reasonable notice to the other party to this Agreement American General Corporation to the effect that it is furnishing information totaking such action and (y) receives from such person or entity an executed confidentiality/standstill agreement in reasonably customary form. The Company shall notify American General Corporation of any Acquisition Proposal (including, without limitation, the material terms and conditions thereof and the identity of the person making it) as promptly as practicable after its receipt thereof, and shall provide American General Corporation with a copy of any written Acquisition Proposal or entering into amendments or supplements thereto, and shall thereafter inform American General Corporation on a prompt basis of the status of any discussions or negotiations withwith such a third party, and any material changes to the terms and conditions of such Acquisition Proposal, and shall promptly give American General Corporation a copy of any information delivered to such person which has not previously been reviewed by American General Corporation. The term "Acquisition Proposal" as used herein means any tender or entityexchange offer involving the capital stock of the Company or any of the Company Subsidiaries, any proposal for a merger, consolidation or other business combination involving the Company or any of the Company Subsidiaries, any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the business or assets of, the Company or any of the Company Subsidiaries, any proposal or offer with respect to any recapitalization or restructuring of the Company or any of the Company Subsidiaries, or any proposal or offer with respect to any other transaction similar to any of the foregoing with respect to the Company or any of the Company Subsidiaries, other than the Merger contemplated by this Agreement. Immediately after the execution and delivery of this Agreement, the Company will, and Parent will cause its Subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or Company keeps negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal and shall notify each party that it, or any officer, director, investment advisor, financial advisor, attorney or other representative retained by it, has had discussions with during the other informed 30 days prior to the date of this Agreement that the Board of Directors of the status and principal financial terms Company no longer seeks the making of any such negotiations or discussionsAcquisition Proposal.

Acquisition Proposals. From (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date hereof of this Agreement and continuing until 11:59 p.m. (New York time) on the termination hereofNovember 8, Parent2018 (the “No-Shop Period Start Date”), the Parent SubsidiariesCompany, the Company its Subsidiaries and the Company Subsidiaries will not, its and will cause their respective directors, officers, directorsemployees, employees or other agents (including, without limitationAffiliates, investment bankers, attorneys attorneys, accountants and other advisors or accountantsrepresentatives (collectively, “Representatives”) not to, directly or indirectly, shall have the right to (i) take any action to solicit, initiate, encourage, enter into solicit and encourage any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company inquiries with respect to or the acquisition making of any equity interest in, proposal or a substantial portion of the assets of Parent offer that constitutes or Company, other than the transactions contemplated by the Transaction Documents (would reasonably be expected to lead to an "Acquisition Proposal"), (ii) give engage in and otherwise participate in any approval of the type referred discussions or negotiations regarding an Acquisition Proposal or that would reasonably be expected to in Section 4.20 or 5.20 with respect lead to any an Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parentcooperate with, the Parent Subsidiariesassist, Company or the Company Subsidiaries, or (iv) engage participate in or continue facilitate any such inquiries, proposals, offers, discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an any Acquisition Proposal. Notwithstanding , including by granting a waiver, amendment or release under any pre-existing confidentiality, “standstill” or similar provision and (iv) provide non-public information to any Person relating to the foregoing, nothing contained in this Section 7.2 shall prohibit Parent Company or Company and their respective Boards any of Directors from (i) taking and disclosing a position its Subsidiaries with respect to a tender offer by a third party an Acquisition Proposal pursuant to Rules 14d-9 an Acceptable Confidentiality Agreement; provided, that the Company shall promptly (and 14e-2(ain any event within forty-eight (48) promulgated by hours) make available to Parent and Merger Sub any material nonpublic information concerning the SEC under the Exchange Act, Company or (ii) furnishing information to, its Subsidiaries that is provided to any such Person or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal group of Persons which was not previously made available to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsMerger Sub.

Acquisition Proposals. From and after the date hereof and continuing until the earlier of a) the Closing pursuant to Section 9.01, or b) the termination hereofof this Agreement pursuant to Section 11.01, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries Commerce will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, through any of its Officers, Directors, agents or advisors, (i) take any action to solicit, initiate, solicit or initiate or knowingly encourage, enter into including by means of furnishing information, any agreement proposals, offers or otherwise facilitate inquiries from any offer person relating to any acquisition or proposal forpurchase of the outstanding shares of any class of voting securities of, or 20% or more of the assets or deposits of, Commerce or Commerce Bank, or any indication of interest inmerger, a merger tender or other exchange offer, consolidation or business combination involving Parent involving, Commerce or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents Commerce Bank (an "Acquisition Proposal"), ) or (ii) give any approval unless the Board of directors of Commerce determines in good faith that such action is required for that Board to fulfill the type referred Board's fiduciary duties and obligations to the Commerce shareholders under Delaware law as advised by counsel to Commerce and Commerce gives prior notice to Second of such action (in Section 4.20 or 5.20 with respect to any Acquisition Proposalwhich event Commerce may furnish information), (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, with or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company Commerce or the Company Subsidiaries, respectively, Commerce Bank or afford access to their respective propertiesthe Commerce Real Properties, or the books or records to, of Commerce or Commerce Bank to any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement made an Acquisition Proposal. Notwithstanding Commerce shall promptly (within 24 hours) notify Second, orally and in writing, if any such proposal, offer, inquiry or contact is made and shall, in any such notice, indicate the foregoingidentity and terms and conditions of any proposal or offer, nothing contained in or any such inquiry or contact. Commerce shall immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position Agreement with any parties other than Second with respect to a tender offer by a third party pursuant any Acquisition Proposal and shall use its reasonable best efforts to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, enforce any confidentiality or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes similar agreement relating to an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsAcquisition Proposal.

Acquisition Proposals. From (a) The Company shall immediately cease and cause to be terminated any discussions or negotiations pending as of the date hereof until regarding any Acquisition Proposal and shall instruct the termination hereof, Parent, the Parent Subsidiaries, Person who made such Acquisition Proposal to return to the Company or to destroy any confidential information provided by the Company to such Person in connection with such Acquisition Proposal. The Company shall promptly (and, in any event, within twenty-four (24) hours) notify Parent if any Acquisition Proposal is received by the Company (which notification shall include the name of the Person making such Acquisition Proposal and the material terms and conditions thereof) and shall thereafter keep Parent reasonably informed on a current basis of any material change to the terms of such Acquisition Proposal. Subject to the following sentence, neither the Company nor its Subsidiary nor any of their respective officers or directors shall, and the Company Subsidiaries will notshall instruct and use its reasonable best efforts to cause its and its Subsidiary’s employees, investment bankers, attorneys, accountants and will cause their respective other advisors or representatives (such officers, directors, employees or other agents (including, without limitationemployees, investment bankers, attorneys attorneys, accountants and other advisors or accountantsrepresentatives, collectively, “Representatives”) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into solicit or knowingly encourage the making of any agreement proposal or otherwise facilitate any offer or proposal forthat constitutes an Acquisition Proposal, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give engage in any approval of the type referred discussions or negotiations regarding, or provide any non-public information to any Person in Section 4.20 or 5.20 with respect to connection with, any Acquisition Proposal, except to notify such Person of the existence of this Section 5.2. Notwithstanding anything to the contrary set forth in this Agreement, prior to the Acceptance Time the Company may (iiiA) provide non-public information in response to a request therefor by a Person who has made an unsolicited written Acquisition Proposal; and/or (B) engage in any discussions or negotiations with any Person who has made such an Acquisition Proposal, if prior to taking any action described in clause (A) or (B), (x) the Company receives from such Person an executed confidentiality agreement containing nondisclosure provisions that are substantially similar to those contained in the Confidentiality Agreement, dated September 29, 2011, between Parent and the Company (the “Confidentiality Agreement”) (it being understood that such confidentiality agreement need not contain any “standstill” provisions or otherwise prohibit the making or amendment of any Acquisition Proposal), (y) the Company Board determines in good faith after consultation with its outside legal counsel and its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal, and (z) the Company Board determines in good faith after consultation with its outside legal counsel that the failure to take such action would be inconsistent with the Company Board’s fiduciary obligations to the Company’s stockholders under applicable Law. With respect to any non-public information regarding the Company provided to any other Person that was not previously provided to Parent, the Company shall provide such non-public information to Parent substantially simultaneously with the provision of such information to such other Person. The Company shall keep Parent reasonably informed on a current basis of the status and terms of any Acquisition Proposal (including any material changes to the key terms thereof) and the general status of any discussions and negotiations with respect thereto. In addition, during the period from the date of this Agreement through the Acceptance Time, the Company shall not terminate, amend, modify or waive any provision of any standstill confidentiality, “standstill” or similar agreements agreement entered into by Parent, the Parent Subsidiaries, Company or its Subsidiary prior to the date of this Agreement, unless the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of after consultation with its outside legal counsel that the failure to take such action is required for would be inconsistent with the Board of Directors to comply with its Company Board’s fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice obligations to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsCompany’s stockholders under applicable Law.

Acquisition Proposals. From (a) During the period beginning on the date hereof of this Agreement and continuing until the termination hereof5:00 p.m., ParentNew York City time, on June 29, 2014 (such period, the Parent Subsidiaries"Solicitation and Early Signing Period" and such date, the Company "No Shop Period Start Date"), Protective and its Representatives will have the Company Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, right to (i) initiate, solicit, facilitate or encourage any inquiry or the making or announcement of any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal and (ii) participate or engage in or continue any discussions or negotiations regarding, furnish to any Person any information or data with respect to, or otherwise cooperate with or take any other action to solicit, initiate, encourage, enter into any agreement or otherwise facilitate any offer proposal that constitutes or proposal forwould reasonably be expected to lead to any Acquisition Proposal. Any non-public information relating to Protective and the Protective Subsidiaries furnished to any such Person will be furnished pursuant to and in accordance with a written confidentiality agreement containing confidentiality terms that are no more favorable in the aggregate than those contained in the Confidentiality Agreement (as amended by the terms of this Agreement) (any such confidentiality agreement, an "Acceptable Confidentiality Agreement"). No Acceptable Confidentiality Agreement may contain any provision that would prevent Protective from complying with its obligation to provide any disclosure to Dai-ichi required pursuant to this Section 6.05(a), Section 6.05(d) or Section 6.05(h). All information provided or made available by Protective or any indication Protective Subsidiary to any Person entering into an Acceptable Confidentiality Agreement that has not been previously provided or made available to Dai-ichi must be provided or made available by Protective concurrently with, or, if impractical, within 48 hours following, the time it is provided or made available to such Person. From the tenth day following the date of interest inthis Agreement through the No Shop Period Start Date, Protective will provide a merger or other business combination involving Parent or Company or written report to Dai-ichi every five Business Days setting forth (i) the acquisition total number of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"Persons contacted to date pursuant to this Section 6.05(a), (ii) give any approval the number of the type referred Persons that have affirmatively declined to in Section 4.20 receive information or 5.20 with respect to any enter into discussions regarding an Acquisition Proposal, (iii) waive any provision the number of any standstill Persons that have affirmatively expressed interest in receiving information or similar agreements entered entering into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or discussions regarding an Acquisition Proposal and (iv) engage in the number of Persons that have executed an Acceptable Confidentiality Agreement. The foregoing reports will not be required to include the identity of any of the foregoing Persons. In addition, as of 11:59 p.m., New York City time, on June 28, 2014, Protective will provide Dai-ichi with a written list identifying each Person that, on or continue prior to such date, has executed an Acceptable Confidentiality Agreement and has not subsequently affirmatively declined to receive information or enter into discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement regarding an Acquisition Proposal. Notwithstanding the foregoing, nothing contained Protective will be required to provide information in this accordance with Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i6.05(h) taking and disclosing a position with respect to a tender offer any Acquisition Proposal received by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by Protective after the SEC under the Exchange Act, or (ii) furnishing information date of this Agreement whether prior to, on or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of following the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsNo Shop Period Start Date.

Acquisition Proposals. From (a) During the period (the “Go-Shop Period”) commencing on the date hereof of this Agreement and continuing until 11:59 p.m. (New York Time) on July 7, 2016 (the termination hereof, Parentday on which the Go-Shop Period ends, the Parent Subsidiaries“No-Shop Period Start Date”), the Company and the Company Subsidiaries will not, and will cause their respective officers, directors, employees officers or other agents employees, controlled affiliates, or any investment banker, attorney, accountant or other agent or representative retained by any of them (includingcollectively, without limitation, investment bankers, attorneys or accountants“Representatives”) not to, directly or indirectly, shall have the right to (i) take any action to solicit, initiate, encouragesolicit and encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, enter including by furnishing information with respect to the Company and the Company Subsidiaries to any Person pursuant to a confidentiality agreement entered into by such Person containing confidentiality terms that are no more favorable in the aggregate to such Person than those contained in the Confidentiality Agreement, including with respect to the terms of the “standstill provision” in the Confidentiality Agreement (any agreement such confidentiality agreement, an “Acceptable Confidentiality Agreement”); provided that the Company shall, to the extent not previously provided to Merger Sub or otherwise facilitate Parent, provide or make available to Merger Sub or Parent any offer or proposal for, material non-public information concerning the Company or any indication of interest inCompany Subsidiary provided or made available to any Person prior to or substantially concurrently to providing such information to such Person, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), and (ii) give participate in any approval discussions or negotiations with any Persons or group of the type referred to in Section 4.20 or 5.20 Persons with respect to any Acquisition Proposal, (iii) waive any provision of any standstill Proposals and cooperate with or similar agreements entered into by Parent, the Parent Subsidiaries, Company assist or the Company Subsidiaries, or (iv) engage participate in or continue facilitate any such inquiries, proposals, discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make any Acquisition Proposals. From and after the date hereof, the Company shall provide a written report to Parent every five (5) Business Days setting forth the identity of each Person or implement an group of Persons from whom the Company received a written Acquisition Proposal. Notwithstanding Proposal after the foregoing, nothing contained in execution of this Section 7.2 shall prohibit Parent or Company Agreement and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only prior to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors No-Shop Period Start Date and provide to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.Parent:

Acquisition Proposals. From and after the date hereof execution of the Merger Agreement until the earlier to occur of the termination hereof, Parent, of the Parent Subsidiaries, the Company Merger Agreement and the Company Subsidiaries will Effective Time, Silicon Image and its subsidiaries are required to immediately cease any and all existing activities, discussions or negotiations with any persons conducted with respect to any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, as defined below. Silicon Image and its subsidiaries shall not, and will shall cause each of their respective officers, directors, employees officers or other agents employees, controlled affiliates, and will direct or any investment banker, attorney or other advisors or representatives retained by any of them to not to (including, without limitation, investment bankers, attorneys or accountants) and shall not authorize any of them to), directly or indirectly: • solicit, initiate, knowingly encourage, knowingly assist, knowingly facilitate or knowingly induce the making, submission or announcement of, any proposal or transaction that constitutes or could reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction, as defined below; • participate or engage in discussions or negotiations with any person (other than Parent or Purchaser) regarding any proposal or transaction that constitutes or could reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction; Table of Contents • furnish any non-public information relating to Silicon Image or any of its subsidiaries, or afford access to the business, properties, assets, books or records of Silicon Image or any of its subsidiaries to, or take any other action intended to knowingly encourage, or assist or facilitate, any person (other than Parent or Purchaser) that, to Silicon Image’s knowledge, is seeking to make or, in the 12 months prior to the date of the Merger Agreement has made, any proposal or transaction that constitutes or could reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction; • enter into any letter of intent, memorandum of understanding, definitive agreement or similar document or contract or commitment contemplating or otherwise relating to any Acquisition Proposal or Acquisition Transaction (other than a nondisclosure agreement meeting certain requirements specified in the Merger Agreement); • approve, endorse or recommend any Acquisition Proposal; • except to the extent specifically permitted under the Merger Agreement to allow a party to make a confidential Acquisition Proposal, terminate, amend, waive or fail to enforce any rights under any standstill or other similar agreement between Silicon Image or any of its subsidiaries and any person (other than Parent); or • waive the applicability of all or any portion of Section 203 of the DGCL, the Delaware anti-takeover statute, in respect of any Person (other than Parent and its affiliates) in relation to any Acquisition Proposal or Acquisition Transaction. However, prior to the Acceptance Time, the Silicon Image Board may: • engage or participate in discussions or negotiations with any person that has made and not withdrawn a bona fide, written Acquisition Proposal that the Silicon Image Board concludes in good faith (after consultation with its financial advisor of nationally recognized standing and its outside legal counsel) constitutes or is reasonably likely to lead to a Superior Proposal (as defined below); and • furnish to such person non-public information relating to Silicon Image and its subsidiaries pursuant to a nondisclosure agreement the terms of which are no less favorable to Silicon Image than those contained in the Confidentiality Agreement (as defined in Section 11—“The Merger Agreement; Other Agreements—Confidentiality Agreement”) which shall not include any provisions that would prevent or restrict Silicon Image or its representatives from providing any information to Parent to which Parent is entitled under the Merger Agreement (and Silicon Image shall be permitted to negotiate and enter into such a nondisclosure agreement) unless Silicon Image shall, prior to December 21, 2014, already be a party to such an agreement with such third party and shall not include any provision calling for any exclusive right to negotiate with such third party; provided, however, in order to take any action described in the two bullets above, , (i) neither Silicon Image nor any of its subsidiaries can have breached or violated in any material respect its obligations described in this Section 11—“The Merger Agreement; Other Agreements—Merger Agreement—Acquisition Proposals,” (ii) the Silicon Image Board must have determined in good faith (after consultation with outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties to Silicon Image’s stockholders under Delaware law, (iii) Silicon Image must give Parent prior written notice of the Acquisition Proposal, and of Silicon Image’s intention to take such actions and (iv) contemporaneously with furnishing any non-public information to such person, Silicon Image shall also furnish such non-public information to Parent to the extent not been previously furnished to Parent. Silicon Image shall promptly advise Parent in writing of any bona fide Acquisition Proposal, any request for information that would reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction or any inquiry that would reasonably be expected to lead to any Acquisition Proposal or Acquisition Transaction, including the material terms and conditions thereof and the identity of the person or group making any such Acquisition Proposal, request or inquiry; provided that Silicon Image may redact, and not disclose, the identity of Table of Contents the Person or group making any such Acquisition Proposal if disclosure of such identity would violate the terms of an existing confidentiality agreement. Silicon Image is obligated to keep Parent promptly and reasonably informed of the status, including all material amendments or proposed amendments, of any Acquisition Proposal, request or inquiry. Silicon Image must also notify Parent at least 24 hours before any meeting of the Silicon Image Board at which the Silicon Image Board is reasonably expected to consider an Acquisition Proposal or Acquisition Transaction, an inquiry relating to a potential Acquisition Proposal or Acquisition Transaction, or a request to provide non-public information to any Person in relation to an Acquisition Proposal or Acquisition Transaction. Neither the Silicon Image Board nor any committee thereof shall (i) fail to make, withhold, withdraw, amend, qualify or modify the Silicon Image Board Recommendation, (ii) approve, endorse or recommend an Acquisition Proposal or Acquisition Transaction, (iii) following the date of the Acquisition Proposal or any material modification thereto is first made public or sent or given to the Silicon Image stockholders, fail to issue a press release reaffirming the Silicon Image Board Recommendation within three business days following Parent’s written request to do so, (iv) take any action to solicitexempt or make any person (other than Parent or Purchaser) not subject to the provisions of Section 203 of the DGCL or any other potentially applicable anti-takeover or similar statute or regulation, initiate(v) within three business days following Parent’s written request to do so, encourage, enter into fail to publicly recommend against any agreement or otherwise facilitate any Acquisition Proposal that is a tender offer or proposal forexchange offer for Shares within 10 business days after commencement of such offer (and at all times thereafter during which any such tender offer or exchange offer is pending) and reaffirm the Silicon Image Board Recommendation within such 10 business day-period (and at all times thereafter during which any such tender offer or exchange offer is pending), (vi) fail to include the Silicon Image Board Recommendation in the Schedule 14D-9, or (vii) resolve, agree or publicly propose to take any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than foregoing actions (any action described in the transactions contemplated by the Transaction Documents preceding clauses (an "Acquisition Proposal"i), (ii), (iii), (iv), (v) give any approval of the type or (vi) being referred to in Section 4.20 or 5.20 this Offer to Purchase as a “Silicon Image Board Recommendation Change”); provided, however, that a “stop, look and listen” communication by the Silicon Image Board pursuant to and in compliance with Rule 14d-9(f) of the Exchange Act shall not be deemed to be a Silicon Image Board Recommendation Change. The Silicon Image Board may effect a Silicon Image Board Recommendation Change with respect to any Acquisition ProposalProposal at any time prior to the Acceptance Time, (iii) waive if the Silicon Image Board has received a bona fide, written Acquisition Proposal that constitutes a Superior Proposal that has not been withdrawn and: • neither Silicon Image nor any provision of any standstill its subsidiaries has breached or similar agreements entered into by Parent, the Parent Subsidiaries, Company violated its obligations described in this Section 11—“The Merger Agreement; Other Agreements—Merger Agreement—Acquisition Proposals,” with respect to such Acquisition Proposal or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an making such Acquisition Proposal, • the Silicon Image Board has determined in good faith (after consultation with outside legal counsel and after considering any counter-offer or otherwise facilitate proposal made by Parent), that, in light of the foregoing Superior Proposal, the failure by the Silicon Image Board to effect a Silicon Image Board Recommendation Change would reasonably be expected to constitute a breach of its fiduciary duties to Silicon Image stockholders under Delaware law; • prior to effecting such Silicon Image Board Recommendation Change, the Silicon Image Board has given Parent at least three business days prior written notice thereof, which notice attaches such Superior Proposal, identities the person making such Superior Proposal, describes the terms and conditions of such Superior Proposal in reasonable detail, and provides Parent with the opportunity to meet with the Silicon Image Board and its outside legal counsel to discuss a modification of the terms and conditions of the Merger Agreement; and • Parent has not made, within two business days after its receipt of Silicon Image’s written notice of its intention to effect a Silicon Image Board Recommendation Change, a counter-offer or proposal that the Silicon Image Board has determined in good faith (after consultation with a financial advisor of nationally recognized standing and its outside legal counsel) is at least as favorable to Silicon Image’s stockholders as such Superior Proposal. Table of Contents Parent and Silicon Image have agreed that every subsequent material revision or material modification to any effort such Superior Proposal shall require a new written notice thereof by Silicon Image to Parent and a new two business day “matching” period following the initial three business day “matching” period. In addition, following or attempt concurrent with a Silicon Image Board Recommendation Change, authorize Silicon Image to make or implement terminate the Merger Agreement and enter into a definitive agreement providing for an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position Transaction with respect to a tender offer by a third party Superior Proposal (if concurrently with entering into such agreement, Silicon Image terminates the Merger Agreement pursuant to Rules 14d-9 and 14e-2(a) promulgated the Merger Agreement). Silicon Image is obligated to keep confidential any such counter-offers or proposals made by Parent to revise the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion terms of the assetsMerger Agreement, business combination or other similar transaction, if, and only except to the extent thatrequired to be disclosed in any SEC reports or pursuant to applicable law or stock exchange listing requirement. To the extent that any “matching” period would expire after the Expiration Time, the Expiration time shall be automatically extended such that it will occur on the first business day after the expiration of such “matching” period. In addition, the Silicon Image Board may effect a Silicon Image Board Recommendation Change at any time prior to the Acceptance Time in response to an Intervening Event (Aas defined below) such if: • an Intervening Event has occurred; • neither Silicon Image nor any of its subsidiaries has breached or violated the provisions of this Section 11—“The Merger Agreement; Other Agreements—Merger Agreement—Acquisition Proposals”; • the Silicon Image Board of Directors determines has determined in good faith upon advice (after consultation with outside legal counsel) that, in light of counsel that such action is required for Intervening Event, the failure by the Silicon Image Board to effect a Silicon Image Board Recommendation Change would reasonably be expected to constitute a breach of Directors to comply with its fiduciary duties to Silicon Image’s stockholders imposed by Law, (B) under Delaware law; • prior to furnishing effecting such information toSilicon Image Board Recommendation Change, or entering into discussions or negotiations with, such person or entity, the Silicon Image Board has given Parent or Company provides at least three business days prior written notice thereof specifying the material facts underlying the Silicon Image Board’s determination that an Intervening Event has occurred and the rationale and basis for such Silicon Image Board Recommendation Change and giving Parent the opportunity to meet with Silicon Image’s outside legal counsel with the other party purpose and intent of enabling Parent and Silicon Image to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed discuss in good faith a modification of the status terms and principal financial terms conditions of the Merger Agreement so as to obviate the need to effect a Silicon Image Board Recommendation Change on the basis of such Intervening Event; and • following the expiration of such three business day period, the Silicon Image Board has determined in good faith (after consultation with outside legal counsel) and after giving consideration to any offer or proposal from Parent, that, in light of such negotiations or discussions.Intervening Event, the failure by the Silicon Image Board to effect a Silicon Image Board Recommendation Change would reasonably be expected to constitute a breach of its fiduciary duties to Silicon Image’s stockholders under Delaware law. For purposes of this Offer to Purchase:

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the (a) The Company and the Company Subsidiaries will notits employees, agents and will cause their respective officers, directors, employees or other agents representatives (including, without limitation, its investment bankersbankers and attorneys) may, attorneys or accountants) not tountil January 10, directly or indirectly2003, (i) initiate, solicit, encourage or facilitate the making of any Acquisition Proposal or furnish information with respect to the Company to any person for purposes of soliciting an Acquisition Proposal from such person pursuant to a 18 confidentiality agreement entered into between such person and the Company in form and substance reasonably satisfactory to the Company, and (ii) participate in discussions or negotiations regarding, and supply information relating to, an Acquisition Proposal (as hereinafter defined) that may, in the Evaluation Committee's sole discretion, lead to a Superior Acquisition Proposal. After January 10, 2003 and until the date of the mailing by the Company to the stockholders of the definitive Proxy Statement relating to the Merger, the Company and its employees, agents and representatives (including, without limitation, its investment bankers and attorneys) may no longer initiate discussions and may only engage in the other conduct described in clauses (i) and (ii) above with those persons who were contacted on or prior to January 10, 2003 and who indicate, in the Evaluation Committee's sole discretion, substantial interest in making an Acquisition Proposal that the Evaluation Committee reasonably believes could constitute a Superior Acquisition Proposal. From and after the date of mailing of the definitive Proxy Statement, the Company and its employees, agents and representatives (including, without limitation, its investment bankers and attorneys) shall not be permitted to take any action or engage in any activities described in clause (i) above and shall, and shall direct or cause its and its employees, agents and representatives (including, without limitation, its investment bankers and attorneys) to, immediately cease and cause to solicitbe terminated any discussions or negotiations with any parties that may be ongoing with respect to any Acquisition Proposal, initiateexcept for discussions and negotiations regarding, encourageand supplying information relating to, enter into an Acquisition Proposal by any agreement or otherwise facilitate any offer or proposal forperson who indicates, or any in the Evaluation Committee's sole discretion, substantial interest in making a Superior Acquisition Proposal. Notwithstanding the foregoing, in response to an indication of interest inthat is not solicited in violation of this Section 6.10, the Company and its employees, agents and representatives (including, without limitation, its investment bankers and attorneys) may, at any and all times prior to the Effective Time, participate in discussions or negotiations regarding, and supply information relating to, an Acquisition Proposal (as hereinafter defined) that may, in the Evaluation Committee's sole discretion, lead to a merger Superior Acquisition Proposal. For purposes of this Agreement, an "Acquisition Proposal" means any inquiry, proposal or other offer from any person relating to any direct or indirect acquisition (by purchase, merger, consolidation, business combination involving Parent combination, recapitalization, distribution, liquidation, dissolution or Company otherwise) of (x) a business that constitutes 15% or more of the acquisition of any equity interest innet revenues, net income or a substantial portion of the assets of Parent the Company or Companyany Subsidiary, or (y) 15% or more of any class of equity securities of the Company or any Subsidiary, (b) relating to 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 Subsidiary, in each case, other than the transactions contemplated by the Transaction Documents (an this Agreement. For purposes of this Agreement, a "Superior Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to " means any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from Proposal which (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under Company's Board of Directors, acting upon the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion recommendation of the assetsEvaluation Committee, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice is reasonably likely to be consummated, taking into account the person making the proposal and all legal, financial, regulatory and other aspects of counsel that such action is required for the Acquisition Proposal, and (ii) the Company's Board of Directors to comply or the Evaluation Committee acting on its behalf believes in good faith (after consultation with and based upon the advice of its fiduciary duties to stockholders imposed by LawFinancial Advisor) would, (B) prior to furnishing such information toif consummated, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice provide greater value to the other party to Company's stockholders than the transaction contemplated by this Agreement (taking into account any payment pursuant to the effect 6.06(b) that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsmay result).

Acquisition Proposals. From (a) Go-Shop Period. Notwithstanding anything to the contrary contained in this Agreement, during the period commencing on the date of this Agreement and continuing until 11:59 p.m. (Dallas time) on the 30th day following the date hereof until (the termination hereof, Parent“Go-Shop Period End Time”), the Parent SubsidiariesCompany, the Company Subsidiaries and their respective Representatives shall have the right to (i) solicit, initiate, facilitate or encourage the making of any Acquisition Proposal, including by way of furnishing information with respect to the Company and the Company Subsidiaries will notto any Person and its Representatives pursuant to a legally binding executed confidentiality agreement on terms that, taken as a whole, are at least as restrictive to the other party as those contained in the Confidentiality Agreement (it being understood that such confidentiality agreement (A) shall contain a standstill provision at least as restrictive as the standstill provision contained in the Confidentiality Agreement (provided, that, for the avoidance of doubt, such agreement may permit the submission of an Acquisition Proposal to the Company Board on a confidential basis) and will cause their respective officers, directors, employees (B) shall not include any exclusivity provision or other agents term that would restrict, in any manner, the Company’s ability to consummate the Mergers or the other transactions contemplated by this Agreement or to comply with its obligations under this Agreement) (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, any confidentiality agreement described in this clause (i) take being referred to as an “Acceptable Confidentiality Agreement”); provided, that a copy of all such non-public information not previously provided to Parent (or its Representatives) is provided to Parent as promptly as practicable (and, in any action event, within 24 hours) after such information has been furnished to solicit, initiate, encourage, enter into any agreement such Person (or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), its Representatives) and (ii) give any approval of the type referred to participate in Section 4.20 discussions or 5.20 negotiations with respect to any Acquisition Proposal, (iii) waive any provision of any standstill Proposal or similar agreements entered into by Parent, the Parent Subsidiaries, Company otherwise cooperate in connection with or the Company Subsidiaries, assist or (iv) engage participate in or continue facilitate any such discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an any Acquisition Proposal. Notwithstanding the foregoingoccurrence of the Go-Shop Period End Time, nothing contained the Company and its Representatives may continue to engage in the activities described in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position 5.4 with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Actany Excluded Party, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board avoidance of Directors doubt, so long as such Excluded Party continues to comply be an Excluded Party, including with its fiduciary duties respect to stockholders imposed any amended or revised proposal submitted by Lawsuch Excluded Party, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to following the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsGo-Shop Period End Time.

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will (a) HCI shall not, and will cause their respective officersnor shall HCI authorize or permit any officer, directorsdirector or employee of, employees or investment banker, attorney or other agents (includingadvisor or representative or agent of, without limitation, investment bankers, attorneys HCI or accountants) not any HCI Subsidiary to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement initiate or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or encourage the acquisition submission of any equity interest in, Acquisition Proposal (as hereinafter defined) or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give participate in any approval of the type referred discussions or negotiations regarding, or furnish to in Section 4.20 or 5.20 any person any information with respect to, or take any other action intended to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, (iii) waive any provision of any standstill or similar agreements entered into by Parenthowever, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 7.2(a) shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such HCI's Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with (and its fiduciary duties to stockholders imposed by Law, (Bauthorized representatives) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal if, and only to the extent that (A) HCI's Board of Directors, after consultation with and based on the written opinion of outside legal counsel, determines in good faith that in order for such HCI's Board of Directors to comply with its fiduciary duties to stockholders under Applicable Law it should take such action, (B) prior to taking such action, HCI receives from such person or entity an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person or entity, and Parent (C) the Acquisition Proposal contains an offer of consideration that is superior to the consideration represented by the Exchange Ratio. Notwithstanding anything in this Agreement to the contrary, HCI shall (i) promptly advise Rent-Way orally and in writing of (A) the receipt by it (or Company keeps any of the other entities or other persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (B) the material terms and conditions of such Acquisition Proposal or inquiry and (C) the identity of the person making any such Acquisition Proposal or inquiry, (ii) keep Rent-Way reasonably informed of the status and principal financial terms details of any such negotiations Acquisition Proposal or discussions.inquiry, and (iii) negotiate with Rent-Way to make such adjustments in the terms and conditions of this Agreement as would enable HCI to proceed with the transactions contemplated herein. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the first sentence of this Section 7.2 by any officer, director or employee of HCI or the HCI Subsidiaries or any investment banker, attorney or other advisor, representative or agent of HCI or the HCI Subsidiaries, whether or not such person is purporting to act on behalf of HCI or otherwise, shall be deemed to be a breach of this Section 7.2

Acquisition Proposals. From the date hereof until the termination hereof(a) Neither Party shall, Parentnor shall they authorize or permit any officer, the Parent Subsidiariesdirector or employee of, the Company and the Company Subsidiaries will notor investment banker, and will cause their respective officers, directors, employees attorney or other agents (includingadvisor or representative or agent of, without limitation, investment bankers, attorneys such Party or accountants) not any subsidiary of such Party to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into any agreement initiate or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or encourage the acquisition submission of any equity interest in, Acquisition Proposal (as hereinafter defined) or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give participate in any approval of the type referred discussions or negotiations regarding, or furnish to in Section 4.20 or 5.20 any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, (iii) waive any provision of any standstill or similar agreements entered into by Parenthowever, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing -------- ------- contained in this Section 7.2 7.2(a) shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such either Party's Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with (and its fiduciary duties to stockholders imposed by Law, (Bauthorized representatives) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal if, and only to the extent that (A) such Party's Board of Directors, after consultation with and based on the written opinion of outside legal counsel, determines in good faith that in order for such Party's Board of Directors to comply with its fiduciary duties to stockholders under Applicable Law it should take such action, (B) prior to taking such action, such Party receives from such person or entity an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person or entity, and Parent or Company keeps (C) the Acquisition Proposal contains an offer of consideration that is superior to the consideration represented by the Exchange Ratio. Notwithstanding anything in this Agreement to the contrary, each Party shall (i) promptly advise the other Party orally and in writing of (A) the receipt by it (or any of the other entities or other persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (B) the material terms and conditions of such Acquisition Proposal or inquiry and (C) the identity of the person making any such Acquisition Proposal or inquiry, (ii) keep the other Party reasonably informed of the status and principal financial terms details of any such negotiations Acquisition Proposal or discussions.inquiry, and (iii) negotiate with the other Party to make such adjustments in the terms and conditions of this Agreement as would enable such Party to proceed with the transactions contemplated herein; provided, however, that nothing -------- ------- in this Section 7.2(a) shall require that such Party negotiate exclusively with the other Party. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the first sentence of this Section 7.2 by any officer, director or employee of either Party or its subsidiaries or any investment banker, attorney or other advisor, representative or agent of such Party or its subsidiaries, whether or not such person is purporting to act on behalf of such Party or otherwise, shall be deemed to be a breach of this Section 7.2 by such Party. For purposes of this Agreement, "

Acquisition Proposals. From (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date hereof of this Agreement and continuing until 11:59 p.m. (California time) on December 2, 2020 (the termination hereof, Parent, the Parent Subsidiaries“No-Shop Period Start Date”), the Company and the Company Subsidiaries will not, other Acquired Companies and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, Representatives shall have the right to (i) take any action to initiate, solicit, initiatefacilitate and encourage any inquiry or the making of any proposal or offer that constitutes, encourageor could reasonably be expected to constitute or lead to an Acquisition Proposal, including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person (and its Representatives, including potential financing sources) subject to the entry into, and in accordance with, an Acceptable Confidentiality Agreement; provided that the Company shall make available to Parent and Merger Sub any non-public information or data concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or Merger Sub promptly (and in any event within forty-eight (48) hours) after the time it is furnished to such Person, and (ii) engage in, enter into any agreement or otherwise facilitate participate in any offer discussions or proposal fornegotiations with any Persons (and their respective Representatives, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (iiincluding potential financing sources) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition ProposalProposals (or inquiries, (iii) waive any provision of any standstill proposals or similar agreements entered into by Parent, the Parent Subsidiaries, Company offers or the Company Subsidiaries, other efforts that constitute or (iv) engage in could reasonably be expected to constitute or continue discussions or negotiations with, or disclose any nonpublic information relating lead to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, including any Person that has informed the Company or otherwise its Representatives of an intention to make or has publicly announced an intention to make an Acquisition Proposal) and cooperate with or assist or participate in or facilitate or encourage any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposals, including granting a waiver, amendment or implement release under any confidentiality or pre-existing standstill or similar provision with respect to the Company or its Subsidiaries; provided, that the Company and its Subsidiaries will not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any inquiries, discussions or requests with respect to or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal. Notwithstanding No later than forty-eight (48) hours after the foregoingNo-Shop Period Start Date, nothing contained the Company shall notify Parent in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion writing of the assets, business combination or other similar transaction, if, and only number of parties that submitted an Acquisition Proposal prior to the extent thatNo-Shop Period Start Date, (A) such Board which notice shall include a summary of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial all material terms of any such negotiations pending Acquisition Proposals that were made in writing by any Excluded Party or discussionsany other Acquisition Proposal which the Board or any Independent Committee determined in good faith, after consultation with its Financial Advisor and outside legal counsel, warranted the Board’s or any Independent Committee’s further discussion.

Acquisition Proposals. From the date hereof until the termination hereofSo long as this Agreement remains in effect, Parentexcept as otherwise expressly permitted by this Agreement, the Parent Subsidiaries, the Company and the Company Subsidiaries will DCB shall not, and will it shall not authorize, permit or cause any DCB Subsidiary and their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not Representatives to, directly or indirectly: (A) initiate, solicit, induce or encourage (i) including by way of furnishing information), or take any action to solicitfacilitate the making of, initiateany inquiry, encourageoffer or proposal that constitutes, relates or could reasonably be expected to lead to an Acquisition Proposal; (B) respond to any inquiry relating to an Acquisition Proposal; (C) recommend or endorse an Acquisition Proposal; (D) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than OLB) any information or data with respect to DCB or any DCB Subsidiary or otherwise relating to an Acquisition Proposal; (E) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which DCB or any DCB Subsidiary is a party; or (F) enter into any agreement, agreement in principle, letter of intent or otherwise facilitate similar instrument, including any offer or proposal forexclusivity agreement, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition ProposalProposal or approve or resolve to approve any Acquisition Proposal or any agreement, (iii) waive any provision agreement in principle, letter of any standstill intent or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information instrument relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal. Any violation of the foregoing restrictions by DCB or any of its Representatives, whether or otherwise facilitate not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of DCB or otherwise, shall be deemed to be a breach of this Agreement by DCB. DCB and each DCB Subsidiary shall, and shall cause each of its Representatives to, immediately cease and cause to be terminated any effort and all existing discussions, negotiations, and communications with any Person with respect to any existing or attempt to make or implement an potential Acquisition Proposal. Notwithstanding the foregoing, nothing contained prior to the approval of the Agreement and the Merger by DCB’s stockholders at the DCB Common Stockholders’ Meeting, DCB may respond to an inquiry, furnish nonpublic information regarding itself and the DCB Subsidiaries to, or enter into discussions with, any Person in response to an unsolicited Acquisition Proposal that is submitted to DCB by such Person (and not withdrawn) if: (A) DCB’s board of directors determines in good faith, after consultation with and having considered the advice of its outside legal counsel and the advice of RP Financial, LC., that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (as defined below); (B) DCB has not violated any of the restrictions set forth in this Section 7.2 shall prohibit Parent or Company and their respective Boards 5.7(a)(ii); (C) DCB’s board of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors directors determines in good faith faith, after consultation with and based upon the advice of its outside legal counsel and the advice of RP Financial, LC., that such action is required in order for the Board board of Directors directors to comply with its fiduciary duties to stockholders imposed by obligations under applicable Law, ; and (BD) at least two Business Days prior to furnishing such any nonpublic information to, or entering into discussions or negotiations with, such person or entityPerson, Parent or Company DCB provides OLB with written notice of the identity of such Person and of DCB’s intention to the other party to this Agreement to the effect that it is furnishing furnish nonpublic information to, or entering enter into discussions with, such Person and DCB receives from such Person an executed confidentiality agreement on terms no more favorable to such Person than the Confidentiality Agreement, which confidentiality agreement shall not provide such Person with any exclusive right to negotiate with DCB. DCB shall promptly provide to OLB any non-public information regarding DCB or any DCB Subsidiary provided to any other Person that was not previously provided to OLB, such additional information to be provided no later than the date of provision of such information to such other Person. DCB shall promptly (and in any event within 24 hours) notify OLB in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, DCB, any DCB Subsidiary or any of their Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations withor making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the case of written materials relating to such person proposal, offer, information request, negotiations or entitydiscussion, and Parent providing copies of such materials (including e-mails or Company keeps the other informed electronic communications)). DCB agrees that it shall keep OLB informed, on a current basis, of the status and principal financial terms of any such proposal, offer, information request, negotiations or discussionsdiscussions (including any amendments or modifications to such proposal, offer or request). DCB further agrees that it will provide OLB with the opportunity to present its own proposal to the DCB board of directors in response to any such proposal or offer and negotiate with OLB in good faith with respect to any such proposal.

Acquisition Proposals. From (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date hereof of this Agreement and continuing until 12:01 a.m. (New York time) on September 4, 2014 (the termination hereof, Parent, the Parent Subsidiaries“No-Shop Period Start Date”), the Company and the Company its Subsidiaries will not, and will cause their respective directors, officers, directorsAffiliates, employees or other agents (including, without limitationemployees, investment bankers, attorneys attorneys, accountants and other advisors, agents or accountantsrepresentatives (collectively, “Representatives”) not to, directly or indirectly, shall have the right to (i) take any action to solicit, initiate, encourage, enter into solicit and encourage any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company inquiry or the acquisition making of any equity interest in, proposal or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (offer that constitutes an "Acquisition Proposal"), (ii) give provide access to non-public information to any approval of Person pursuant to a confidentiality agreement entered into by such Person containing terms that are no less favorable in the type referred aggregate to the Company or more favorable to such Person than those contained in Section 4.20 the Confidentiality Agreement (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”); provided that the Company shall promptly make available (and in any event within 48 hours) to Parent and Merger Sub any non-public information concerning the Company or 5.20 its Subsidiaries or access that is provided to any Person given such access that was not previously made available to Parent or Merger Sub and (iii) subject to the preceding clause (ii), engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) waive any provision of any standstill Proposal and cooperate with or similar agreements entered into by Parent, the Parent Subsidiaries, Company assist or the Company Subsidiaries, or (iv) engage participate in or continue facilitate any such inquiries, proposals, discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make any Acquisition Proposal; provided, that neither the Company nor its Subsidiaries shall take any actions that would have the effect of limiting in any way Parent’s rights under Sections 5.3(e) and 5.3(f). No later than two (2) Business Days after the No-Shop Period Start Date, the Company shall notify Parent in writing of the identity of each Person or implement group of Persons from whom the Company received an Acquisition Proposal. Notwithstanding Proposal after the foregoingexecution of this Agreement and prior to the No-Shop Period Start Date, nothing contained and provide to Parent (x) a copy of any Acquisition Proposal made in this Section 7.2 shall prohibit Parent writing and any other written terms or proposals provided (including financing commitments) to the Company or any of its Subsidiaries and their respective Boards of Directors from (iy) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion written summary of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial material terms of any such negotiations Acquisition Proposal not made in writing (including any terms proposed orally or discussionssupplementally).

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will (a) PCB shall not, and will cause nor shall it permit any of its Subsidiaries to, nor shall it or any of its Subsidiaries authorize or permit any of their respective officers, directors, employees employees, representatives or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into initiate or knowingly encourage (including by way of furnishing non-public information) any agreement or otherwise facilitate any offer or proposal forinquiries regarding, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition making of any equity interest inproposal which constitutes, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iiiii) waive enter into any provision letter of intent or agreement related to any standstill or similar agreements entered into by ParentAcquisition Proposal other than a confidentiality agreement (each, the Parent Subsidiaries, Company or the Company Subsidiariesan “Acquisition Agreement”), or (iviii) engage participate in or continue any discussions or negotiations withregarding, or disclose take any nonpublic information relating other action knowingly to Parent, the Parent Subsidiaries, Company facilitate any inquiries or the Company Subsidiaries, respectivelymaking of any proposal that constitutes, or afford access that would reasonably be expected to their respective properties, books or records lead to, any person that may be considering making, or has made, an Acquisition Proposal; provided, or otherwise facilitate however, that if, at any effort or attempt time prior to make or implement an Acquisition Proposal. Notwithstanding the foregoingPCB Stockholders’ Meeting, nothing contained in and without any breach of the terms of this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from 7.5(a), (iA) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes PCB receives an unsolicited bona fide proposal written Acquisition Proposal from any Person that in the good faith judgment of the PCB Board is, or is reasonably likely to acquire Parent or Company lead to the delivery of, a Superior Proposal, and (B) the PCB Board determines in good faith, after consultation with outside legal counsel, that failure to participate in discussions with such Person concerning such Acquisition Proposal would likely result in a violation of its fiduciary duties under applicable Law, then PCB may (x) furnish information (including non-public information) with respect to PCB to any such Person pursuant to a mergerconfidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the Confidentiality Agreement between NCC and PCB dated October 23, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if2017 (provided that PCB must contemporaneously furnish to NCC all such information furnished to such Person), and only to the extent that, (Ay) participate in negotiations with such Board of Directors determines in good faith upon advice of counsel that Person regarding such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsAcquisition Proposal.

Acquisition Proposals. (a) From the date hereof of this Agreement until the termination hereof, Parent, the Parent Subsidiaries, the Company Seagull and the Company its Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, (i) take any action to solicit, initiate, encourage, enter into initiate or encourage any agreement Seagull Acquisition Proposal (as hereinafter defined) or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company Seagull or the Company its Subsidiaries, respectively, or afford access to their respective properties, books or records to, to any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an a Seagull Acquisition Proposal. Notwithstanding the foregoing, nothing Nothing contained in this Section 7.2 7.2(a) shall prohibit Parent or Company Seagull and their respective Boards its Board of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information, including without limitation nonpublic information to, or entering into negotiations with, any person or entity that makes has indicated its willingness to make an unsolicited bona fide proposal to acquire Parent or Company Seagull pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such unsolicited bona fide proposal relating to a Seagull Acquisition Proposal is made by a third party that the Board of Directors of Seagull determines in good faith upon that the third party has the good faith intent to proceed with negotiations to consider, and financial capability to consummate, such Seagull Acquisition Proposal, (B) the Board of Directors of Seagull, after duly considering the written advice of outside legal counsel to Seagull, determines in good faith that such action is required for the Board of Directors of Seagull to comply with its fiduciary duties to stockholders imposed by Lawapplicable law, (BC) prior to contemporaneously with furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company entity Seagull provides written notice to the other party to this Agreement OEI to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, entity and Parent or Company keeps the other (D) Seagull uses all reasonable efforts to keep OEI informed in all material respects of the status and principal financial terms of any such negotiations or discussions.discussions (including without limitation the identity of the person or entity with whom such negotiations or discussions are being held) and provides OEI copies of such written proposals and any amendments or revisions thereto or correspondence related thereto; provided, that OEI agrees to execute a confidentiality agreement, in form reasonably acceptable to it, with respect to any such information delivered to OEI pursuant to this clause (D), which confidentiality agreement shall be subject to OEI's disclosure obligations arising under applicable law or securities exchange regulations. The term "

Acquisition Proposals. From (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date hereof of this Agreement and continuing until 12:01 a.m. (New York City time) on the termination hereof, Parent, twenty-sixth (26th) day after the Parent Subsidiariesdate of this Agreement (the “No-Shop Period Start Date”), the Company and the Company its Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, Representatives shall have the right to (i) take any action to solicit, initiate, encourage, enter into solicit and encourage any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company inquiry or the acquisition making of any equity interest in, proposal or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person offer that may be considering making, or has made, constitutes an Acquisition Proposal, including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person if the Company receives from such Person (or has received from such Person) an executed Acceptable Confidentiality Agreement; provided that the Company shall promptly (and in any event within forty-eight (48) hours) make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or Merger Sub, and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Persons or groups of Persons to facilitate any effort or attempt to make or implement proposal that constitutes an Acquisition Proposal. Notwithstanding From the foregoingdate of this Agreement through the No-Shop Period Start Date, nothing contained the Company shall promptly (and in this Section 7.2 any event within forty-eight (48) hours) provide written notice to Parent and Merger Sub of the execution of the first Acceptable Confidentiality Agreement with any Person during such period (which notice shall prohibit not be required to identify the Person entering into such Acceptable Confidentiality Agreement). No later than forty-eight (48) hours after the No-Shop Period Start Date, the Company shall provide a written notice to Parent or Company and their respective Boards of Directors from Merger Sub (i) taking setting forth the number Persons that have executed an Acceptable Confidentiality Agreement (which notice shall not be required to identify the Persons that have entered into such Acceptable Confidentiality Agreements) and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information tostating whether the Company Board has determined that any Person submitting an Acquisition Proposal prior to the No-Shop Period Start Date is an Excluded Party. With respect to each such Excluded Party, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal the Company’s notice to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion shall include the identity of the assets, business combination or other similar transaction, if, Excluded Party and only copies of all material documents comprising such Acquisition Proposal (which may be redacted to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors necessary to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such protect confidential information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any Excluded Party making such negotiations or discussionsAcquisition Proposal).

Acquisition Proposals. From Subject to the provisions of Sections 8.11(b) and (c) below, and notwithstanding anything to the contrary contained in Section 8.1 of this Agreement, from the date hereof of this Agreement until the termination hereofof this Agreement (if terminated), Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will not(i) neither General Partner nor Seller will, and each of General Partner and Seller will cause their respective its officers, directorsmanagers, employees agents, representatives or any other agents (including, without limitation, investment bankers, attorneys or accountants) Person acting at its direction not to, directly or indirectly, pursue (i) take any action including knowingly furnishing confidential information to further an Acquisition Proposal (except as required pursuant to Applicable Law or the WHLP Partnership Agreement)), solicit, initiatenegotiate or accept any offers for the sale (or a refinancing with equity participation) of the Hotel or any portion thereof, encouragethe lease of all or substantially all of the Hotel, or the sale of more than 33% of the outstanding equity interests in WHLP (any such offer being referred to as an “Acquisition Proposal”) or accept or recommend an Acquisition Proposal or enter into any agreement or otherwise facilitate any offer or proposal for, letter of intent or any indication of interest in, a merger or other business combination involving Parent or Company or the acquisition of agreement relating to any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), ; (ii) give Seller shall immediately cease and cause to be terminated any approval of the type referred to in Section 4.20 existing activities discussions or 5.20 negotiations with any parties conducted heretofore with respect to any Acquisition Proposal, ; and (iii) waive Seller shall promptly notify the Purchaser if Seller receives any provision Acquisition Proposal after the date of this Agreement. Nothing in this Agreement shall prohibit Seller from removing, disposing of, or selling any standstill Hotel furniture, fixtures, equipment or similar agreements entered into by Parent, personal property in the Parent Subsidiaries, Company Ordinary Course of Business or the Company Subsidiariescontinuing renovation (including the 2004 Capital Work and, or (ivif applicable, 2005 Capital Work) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsHotel.

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries will MortgageIT agrees that it shall not, and will that it shall direct and use its reasonable best efforts to cause their respective its directors, officers, directorsemployees, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) and representatives not to, directly or indirectly, (i) take any action to initiate, solicit, initiate, encourage, enter into any agreement encourage or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company inquiries or the acquisition making of any equity interest in, proposal or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 offer with respect to an Acquisition Proposal. MortgageIT shall immediately cease any discussions or negotiations existing as of the date hereof with any third party relating to any proposed Acquisition Proposal, (iii) waive and shall request that all confidential information furnished on behalf of MortgageIT to any provision of such Persons be returned. MortgageIT further agrees that it shall not, and that it shall direct and use its reasonable best efforts to cause its directors, officers, employees, agents and representatives not to, directly or indirectly, engage in any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiariesnegotiations concerning, or (iv) engage in provide any confidential information or continue data to, or have any discussions or negotiations with, or disclose any nonpublic information Person relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Notwithstanding the foregoing; provided, however, that nothing contained in this Section 7.2 Agreement shall prohibit Parent prevent MortgageIT or Company and their respective Boards of Directors the MortgageIT Board from (iA) taking and disclosing a position complying with respect its disclosure obligations under federal or state law; (B) prior to the MortgageIT Meeting, providing information in response to a tender offer request therefor by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes Person who has made an unsolicited bona fide proposal written Acquisition Proposal if the MortgageIT Board receives from the Person so requesting such information an executed confidentiality agreement on terms no less favorable to acquire Parent MortgageIT than the Confidentiality Agreement; (C) prior to the MortgageIT Meeting, engaging in any negotiations or Company pursuant discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal or (D) prior to a mergerthe MortgageIT Meeting, consolidationrecommending such an Acquisition Proposal to the stockholders of MortgageIT, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, if and only to the extent that, in each such case referred to in clause (AB), (C) such or (D) above, (i) MortgageIT is not in violation of the terms of this Section 6.06, (ii) the MortgageIT Board of Directors determines in good faith upon advice of counsel (after consultation with outside legal counsel) that such action is would be required in order for the Board of Directors its directors to comply with its their respective fiduciary duties to stockholders imposed by Lawunder applicable law and (iii) the MortgageIT Board determines in good faith (after consultation with its financial advisor), taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, that such Acquisition Proposal, (Bx) prior if accepted, is reasonably likely to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice be consummated on the terms proposed and is not subject to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entityany financing contingencies, and Parent (y) would, if consummated, result in a transaction more favorable to MortgageIT’s stockholders from a financial point of view than the Merger. An Acquisition Proposal (except that references in the definition of “Acquisition Proposal” to “10%” shall be replaced with “50%”) which is received and considered by the MortgageIT Board in compliance with this Section 6.06 and which meets the requirements set forth in clauses (i), (ii) and (iii) of the preceding sentence is herein referred to as a “Superior Proposal.” From and after the execution of this Agreement, MortgageIT shall as promptly as reasonably practicable notify Acquiror of any request for information or Company keeps any inquiries, proposals or offers relating to an Acquisition Proposal, indicating, in connection with such notice, the other name of such Person making such request, inquiry, proposal or offer and the material terms and conditions of any proposals or offers. MortgageIT shall keep Acquiror informed on a reasonably current basis of the status of any Acquisition Proposal, including with respect to the status and principal financial terms of any such negotiations proposal or discussionsoffer and whether any such proposal or offer has been withdrawn or rejected.

Acquisition Proposals. From (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date hereof of this Agreement and continuing until 12:01 a.m. New York City time on the termination hereof, Parentthirtieth (30th) calendar day after the date of this Agreement (the “No-Shop Period Start Date”), the Parent Subsidiaries, Seller and its Representatives shall have the Company and the Company Subsidiaries will not, and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or accountants) not to, directly or indirectly, right to (i) take any action to solicit, initiate, encourage, enter into solicit and encourage any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company inquiry or the acquisition making of any equity interest inproposal or offer that constitutes a Seller Acquisition Proposal, or including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Seller and its Subsidiaries to any Person pursuant to (x) a substantial portion confidentiality agreement entered into by such Person containing reasonable and customary confidentiality terms protecting the Confidential Information of the assets Ameri Companies or (y) to the extent applicable, the confidentiality agreement entered into with such Person prior to the date of Parent this Agreement (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”); provided that the Seller shall promptly (and in any event within forty-eight (48) hours) make available to Buyer any non-public information concerning the Seller or Companyits Subsidiaries that is provided to any Person given such access that was not previously made available to Buyer, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), and (ii) give engage in, enter into, continue or otherwise participate in any approval discussions or negotiations with any Persons or group of the type referred to in Section 4.20 or 5.20 Persons with respect to any Seller Acquisition Proposal, (iii) waive any provision of any standstill Proposals and cooperate with or similar agreements entered into by Parent, the Parent Subsidiaries, Company assist or the Company Subsidiaries, or (iv) engage participate in or continue facilitate any such inquiries, proposals, discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an any Seller Acquisition ProposalProposals. Notwithstanding No later than two (2) Business Days after the foregoingNo-Shop Period Start Date, nothing contained the Seller shall notify Buyer in this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion writing of the assets, business combination identity of each Person or other similar transaction, if, group of Persons from whom the Seller received a written Seller Acquisition Proposal after the execution of this Agreement and only prior to the extent that, No-Shop Period Start Date and provide to Buyer (Ax) such Board a copy of Directors determines any Seller Acquisition Proposal made in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, writing and (By) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides a written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed summary of the status and principal financial material terms of any such negotiations Seller Acquisition Proposal not made in writing (including any terms proposed orally or discussionssupplementally).

Acquisition Proposals. From (a) Seller agrees that, except as expressly contemplated by this Agreement or with respect to a Seller Sale Proposal, Seller shall not and shall cause the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the Company Emcore Companies and the Company Subsidiaries will not, its and will cause their respective officers, directors, employees or other agents (including, without limitation, investment bankers, attorneys or attorneys, accountants, financial advisors, agents and other representatives (collectively, “Representatives”) not to, directly or indirectly, to (i) take any action to directly or indirectly initiate, solicit, initiate, encourage, enter into knowingly encourage or facilitate (including by way of furnishing information) any agreement inquiries or otherwise facilitate the making or submission of any offer or proposal forthat constitutes, or any indication of interest incould reasonably be expected to lead to, a merger or other business combination involving Parent or Company or the acquisition of any equity interest in, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 participate or 5.20 with respect to any Acquisition Proposal, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic non-public information or data relating to Parent, the Parent Subsidiaries, Seller or any Emcore Company or the Company Subsidiaries, respectively, or afford access to their respective the properties, books or records to, of Seller or any person Emcore Company to any Person that may be considering making, has made an Acquisition Proposal or has made, to any Person in contemplation of an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement (iii) accept an Acquisition ProposalProposal or enter into any agreement (A) constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement permitted pursuant to this Section 4.7(a)) or (B) requiring, intended to cause, or which could reasonably be expected to cause Seller to abandon, terminate or fail to consummate the sale of the Shares pursuant to this Agreement (each an “Acquisition Agreement”). Notwithstanding anything to the foregoingcontrary in this Agreement, nothing Seller and the Board of Directors of Seller (the “Board”) may take any actions described in clause (ii) of this Section 4.7(a) with respect to a third party if (x) Seller receives a written Acquisition Proposal from such third party (and such Acquisition Proposal was not during such time period initiated, solicited, knowingly encouraged or facilitated by Seller or any of its Representatives) and (y) such proposal constitutes, or the Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that such proposal could reasonably be expected to lead to, a Superior Proposal, provided that Seller shall not deliver any information to such third party without entering into a customary confidentiality agreement. Nothing contained in this Section 7.2 4.7 shall prohibit Parent Seller or Company and their respective Boards of Directors the Board from (i) taking and disclosing to Seller’s stockholders a position proposition with respect to a tender offer by a third party an Acquisition Proposal pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange ActAct or from making any similar disclosure, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only in either case to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsapplicable Legal Requirement.

Acquisition Proposals. From (a) During the period (the “Go-Shop Period”) commencing on the date hereof of this Agreement and continuing until 11:59 p.m. (New York Time) on the termination hereof35th calendar day after the date of this Agreement, Parentunless extended by the Go-Shop Extension (the day on which the Go-Shop Period (including the Go-Shop Extension, if any) ends, the Parent Subsidiaries“No-Shop Period Start Date”), the Company and the Company its Subsidiaries will not, and will cause their respective directors, officers, directors, employees or other agents (including, without limitationemployees, investment bankers, attorneys attorneys, accountants and other advisors or accountantsrepresentatives (collectively, “Representatives”) not to, directly or indirectly, shall have the right to (i) take any action to solicit, initiate, encouragesolicit and encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, enter including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person pursuant to (x) a confidentiality agreement entered into any agreement or otherwise facilitate any offer or proposal forby such Person containing confidentiality terms that are no more favorable in the aggregate to such Person than those contained in the Confidentiality Agreement (unless the Company offers to amend the Confidentiality Agreement to reflect such more favorable terms), or (y) to the extent applicable, the confidentiality agreement entered into with such Person prior to the date of this Agreement (any indication of interest insuch confidentiality agreement, a merger or other business combination involving an “Acceptable Confidentiality Agreement”); provided that the Company shall promptly (and in any event within 24 hours) make available to Parent or any non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to the acquisition of any equity interest inParent, or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), and (ii) give engage in, enter into, continue or otherwise participate in any approval discussions or negotiations with any Persons or group of the type referred to in Section 4.20 or 5.20 Persons with respect to any Acquisition Proposal, (iii) waive any provision of any standstill Proposals and cooperate with or similar agreements entered into by Parent, the Parent Subsidiaries, Company assist or the Company Subsidiaries, or (iv) engage participate in or continue facilitate any such inquiries, proposals, discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make any Acquisition Proposals. No later than one (1) Business Day after the No-Shop Period Start Date, the Company shall notify Parent in writing of the identity of each Person or implement group of Persons from whom the Company received a written Acquisition Proposal after the execution of this Agreement and prior to the No-Shop Period Start Date and provide to Parent (x) a copy of any Acquisition Proposal made in writing and any other written material terms or proposals provided (including financing commitments) to the Company or any of its Subsidiaries, (y) the identity of the Person or Persons making such Acquisition Proposal and (z) a written summary of the material terms of any Acquisition Proposal not made in writing (including any terms proposed orally or supplementally). If the Company receives an Acquisition Proposal. Notwithstanding Proposal during the foregoingGo-Shop Period, nothing contained the Company may extend the Go-Shop Period for a period of time not to exceed fifteen (15) calendar days in this Section 7.2 shall prohibit Parent or Company order to continue discussions and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a mergerand permit due diligence by, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to Excluded Parties (the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions“Go-Shop Extension”).

Acquisition Proposals. From the date hereof until the termination hereof, Parent, the Parent Subsidiaries, the (a) The Company and the Company Subsidiaries will not, and will cause their respective shall direct its directors, officers, directorsemployees, employees or other agents and representatives (including, without limitationincluding any advisor, investment bankersbanker, attorneys attorney or accountantsaccountant retained by it) ("Representatives") not to, directly or indirectly, initiate, solicit, encourage (iincluding by way of furnishing non-public information or assistance) or take any other action intended to solicit, initiate, encourage, enter into any agreement or otherwise facilitate any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or Company inquiries or the acquisition making of any equity interest in, proposal or a substantial portion of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), (ii) give any approval of the type referred to in Section 4.20 or 5.20 offer with respect to an Acquisition Proposal (as defined below), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, (iii) waive any provision whether made before or after the date of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposalthis Agreement, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; PROVIDED, HOWEVER, that the Company may, and may authorize and permit its employees, agents and Representatives to, furnish or cause to be furnished confidential information and may participate in such negotiations and discussions or take any other action otherwise prohibited by this Section 4.3(a) with any Person (unless such other action is subject to the restrictions of Section 4.3(b), in which case such other action shall only be permitted in accordance with such restrictions) that, after the date hereof, makes an unsolicited written Acquisition Proposal if and only to the extent that (A) the Company Board determines in good faith (after having consulted with outside legal counsel and the Special Committee) that such action is necessary in order for its directors to comply with their fiduciary duties under Applicable Law; (B) prior to taking such action, the Company (x) provides notice to Parent to the effect that it intends to take such action and (y) receives from such Person an executed confidentiality agreement containing terms reasonably acceptable to the Special Committee and (C) such action is taken prior to receipt of the Company Requisite Vote. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement related to an Acquisition Proposal to which it is a party. Notwithstanding the foregoing, nothing contained in this Section 7.2 herein shall prohibit Parent or prevent the Company and their respective Boards of Directors from (i) taking and disclosing a position complying with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) Rule 14e-2 promulgated by the SEC under the Exchange Act, or (ii) furnishing information to, or entering into negotiations with, any person or entity that makes Act with regard to an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsAcquisition Proposal.

Acquisition Proposals. From (a) During the date hereof period (the “Go-Shop Period”) commencing on the Agreement Date and continuing until 11:59 p.m. (New York Time) on August 5, 2018 (the termination hereof, Parentday following the conclusion of the Go-Shop Period, the Parent Subsidiaries“No-Shop Period Start Date”), the Company and the Company Subsidiaries will not, and will cause their respective officers, directors, employees officers or other agents employees, controlled affiliates, or any investment banker, financial advisor, attorney, accountant or other agent or representative retained by any of them (includingcollectively, without limitation, investment bankers, attorneys or accountants“Representatives”) not to, directly or indirectly, shall have the right to (i) take any action to solicit, initiate, cause or induce the making, submission or announcement of, or knowingly encourage, enter into facilitate or assist any agreement inquiry or otherwise facilitate the making of any proposal or offer or proposal forthat constitutes, could constitute, or any indication of interest incould reasonably be expected to lead to, a merger an Acquisition Proposal, including by furnishing information with respect to the Company and the Company Subsidiaries and/or by providing access to the business, properties, assets, books, records or other business combination involving Parent non-public information, or to any personnel, of the Company or any of the acquisition Company Subsidiaries to any Third Person, its Representatives, Affiliates and prospective debt and equity financing sources pursuant to a confidentiality agreement entered into by such Third Person, which confidentiality agreement, if entered into following the Agreement Date, shall contain confidentiality terms that are no more favorable in the aggregate to such Third Person than those contained in the Confidentiality Agreement, including with respect to the terms of the “standstill provision” in the Confidentiality Agreement, except that the Company may grant a limited waiver under any “standstill provision” or similar obligation of any equity interest in, Third Person with respect to the Company or a substantial portion any of the assets of Company Subsidiaries to allow such Third Person to submit 45 an Acquisition Proposal in compliance with this Section 4.5 (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”); provided that the Company shall, to the extent not previously provided to Merger Sub or Parent, provide or make available to Merger Sub or Parent (including by posting materials to the Dataroom) any material non-public information concerning the Company or Companyany Company Subsidiary provided or made available to any Person prior to or substantially concurrently to providing such information to such Person, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"), and (ii) give continue, enter into, maintain, participate or engage in any approval discussions or negotiations with any Persons or group of the type referred to in Section 4.20 or 5.20 Persons with respect to any Acquisition ProposalProposals or any proposal or offer that constitutes, (iii) waive any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiariescould constitute, or (iv) engage could reasonably be expected to lead to, an Acquisition Proposal and cooperate with or assist or participate in or continue facilitate any such inquiries, proposals, discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make any Acquisition Proposals or implement an other proposals that could lead to Acquisition ProposalProposals, or otherwise cooperate with or assist or participate in, or facilitate any such discussions or negotiations. Notwithstanding Commencing on the foregoingdate that is ten (10) Business Days after the Agreement Date and continuing every ten (10) Business Days until the Effective Time or, nothing contained in if earlier, the termination of this Section 7.2 shall prohibit Parent or Company and their respective Boards of Directors from (i) taking and disclosing a position with respect to a tender offer by a third party Agreement pursuant to Rules 14d-9 and 14e-2(a) promulgated by Section 6.1, the SEC under the Exchange Act, or Company shall provide a written report to Parent (ii) furnishing information to, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines not prohibited by any applicable confidentiality agreement in good faith upon advice of counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by Law, (B) place prior to furnishing such information to, the Agreement Date) setting forth the identity of each Person or entering into discussions or negotiations with, such person or entity, Parent or group of Persons from whom the Company provides received a written notice Acquisition Proposal after the execution of this Agreement and prior to the other party No-Shop Period Start Date and provide to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussions.Parent:

Acquisition Proposals. From the date hereof until the termination hereofThe Company, Parent, the Parent Subsidiaries, the Company its subsidiaries and the Company Subsidiaries their affiliates will not, and the Company, its subsidiaries and their affiliates will cause use their reasonable efforts to ensure that their respective officers, directors, employees or other agents (including, without limitationemployees, investment bankers, attorneys or accountants) not toattorneys, accountants and other representatives and agents do not, directly or indirectly, initiate, solicit, encourage or participate in negotiations or discussions relating to, or provide any information to any natural person, corporation, partnership, limited liability company or entity (ieach, a "PERSON") concerning, or take any action to solicitfacilitate the making of, initiate, encourage, enter into any agreement or otherwise facilitate any offer or proposal forwhich constitutes or is reasonably likely to lead to any Acquisition Proposal (as defined below) relating to the Company, its subsidiaries or any affiliate, or any indication inquiry with respect thereto, or agree to approve or recommend any Acquisition Proposal; provided, however, that if at any time prior to the Effective Time, in the opinion of interest inthe Special Committee of the Board of Directors after consultation with its counsel, a merger the failure to take any of the foregoing actions described in this Section 6.1 would be inconsistent with the fiduciary duties of such Special Committee to the Public Stockholders under applicable law, such Special Committee may take any such action; provided, further, that if taking any such action involves, directly or indirectly, providing access and/or furnishing information concerning the Company's business, properties or assets to any corporation, partnership, person or other business combination involving entity or group, the access and/or information shall be provided only pursuant to an appropriate confidentiality agreement. The Company (acting through the Special Committee) shall promptly notify Parent or Company or the acquisition of any equity interest insuch offers, proposals or a substantial portion Acquisition Proposals (including without limitation the terms and conditions thereof and the identity of the assets of Parent or Company, other than the transactions contemplated by the Transaction Documents (an "Acquisition Proposal"Person making it), (ii) give any approval and will keep Parent apprised of the type referred to in Section 4.20 or 5.20 all developments with respect to any such Acquisition Proposal, (iii) waive including without limitation any provision of any standstill or similar agreements entered into by Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, or (iv) engage in or continue discussions or negotiations with, or disclose any nonpublic information relating to Parent, the Parent Subsidiaries, Company or the Company Subsidiaries, respectively, or afford access to their respective properties, books or records to, any person that may be considering making, or has made, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposalmodifications thereof. Notwithstanding the foregoing, nothing Nothing contained in this Section 7.2 6.1 shall prohibit Parent the Company or Company and their respective Boards of Directors the Special Committee from (i) taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) 14e-2 promulgated by the SEC under the Exchange Act, or (ii) furnishing information tomaking such disclosure to the Company's stockholders which, or entering into negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire Parent or Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion in the opinion of the assetsSpecial Committee, business combination or other similar transaction, if, and only to the extent that, (A) such Board of Directors determines in good faith upon advice of counsel that such action is required for the Board of Directors to comply after consultation with its fiduciary duties to stockholders imposed by Lawcounsel, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Parent or Company provides written notice to the other party to this Agreement to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and Parent or Company keeps the other informed of the status and principal financial terms of any such negotiations or discussionsmay be required under applicable law.