Common use of Acquisition Proposals; Board Recommendation Clause in Contracts

Acquisition Proposals; Board Recommendation. (a) CITATION agrees that it shall not, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of CITATION, directly or indirectly, to (i) solicit, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal for CITATION, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal for CITATION, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of CITATION equity securities or (iv) enter into any agreement with respect to any Acquisition Proposal for CITATION; provided, however, that if, at any time prior to receipt of the CITATION Shareholder Approval, CITATION's Board of Directors reasonably determines in good faith, after receipt of written advice from outside counsel and independent financial advisor of CITATION, that failing to take such action could reasonably be expected to be a breach of its fiduciary duties to CITATION's shareholders under applicable law, CITATION may, in response to an Acquisition Proposal for CITATION made after the date of this Agreement which was not solicited by CITATION or its representatives or agents and which did not otherwise result from a breach of this Section 6.2, and which is reasonably likely to lead to a Superior Proposal, and subject to compliance with Section 6.2(c) (x) furnish information with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION after consultation with its outside counsel) and (y) participate in negotiations regarding such Acquisition Proposal for CITATION.

Acquisition Proposals; Board Recommendation. (a) CITATION DHT agrees that it shall not, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of CITATIONDHT, directly or indirectly, to (i) solicit, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal for CITATIONDHT, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal for CITATIONDHT, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of CITATION DHT equity securities or (iv) enter into any agreement with respect to any Acquisition Proposal for CITATIONDHT; provided, however, that if, at any time prior to receipt of the CITATION DHT Shareholder Approval, CITATIONDHT's Board of Directors reasonably determines in good faith, after receipt of written advice from outside counsel and independent financial advisor of CITATIONDHT, that failing to take such action could reasonably be expected to be a breach of its fiduciary duties to CITATIONDHT's shareholders under applicable law, CITATION DHT may, in response to an Acquisition Proposal for CITATION DHT made after the date of this Agreement which was not solicited by CITATION DHT or its representatives or agents and which did not otherwise result from a breach of this Section 6.2, and which is reasonably likely to lead to a Superior Proposal, and subject to compliance with Section 6.2(c) (x) furnish information with respect to CITATION DHT to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION DHT after consultation with its outside counsel) and (y) participate in negotiations regarding such Acquisition Proposal for CITATIONDHT.

Acquisition Proposals; Board Recommendation. (a) CITATION The Company agrees that it shall not, nor shall it permit any Company Subsidiary to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative (collectively, “Representatives”) of CITATIONthe Company or any Company Subsidiary, directly or indirectly, to (i) solicit, initiate or otherwise knowingly facilitate or encourage the submission of any Acquisition Proposal for CITATIONProposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect toto or in connection with, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an constitutes, or that would reasonably be expected to lead to, any Acquisition Proposal for CITATIONProposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class or series of CITATION equity securities the Company’s Equity Interests (provided that the Company shall be permitted to grant waivers or releases under any such agreements solely to permit the counterparty thereto to make an Acquisition Proposal), or (iv) except for the waivers and releases permitted by the foregoing clause (iii) and as otherwise permitted or required pursuant to Sections 6.3(d) and 6.3(e), enter into any agreement with respect to any Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, if the Company receives an unsolicited Acquisition Proposal for CITATION; provided, however, from a Third Party that if, at any time prior to receipt of constitutes a Superior Proposal or that the CITATION Shareholder Approval, CITATION's Company’s Board of Directors determines in good faith could reasonably determines be expected to lead to the delivery of a Superior Proposal from that Third Party, prior to obtaining the Company Stockholder Approval, the Company may, subject to compliance with the provisions of this Section 6.3, furnish information, including non-public information, to, and engage in discussions and negotiations with, such Third Party with respect to its Acquisition Proposal and grant a waiver as provided in clause (iii) of the immediately preceding sentence (“Permitted Actions”) if the Board of Directors of the Company concludes in good faith, after receipt of written advice from outside counsel and independent financial advisor of CITATION, that failing to take such action could reasonably be expected to be a breach of its fiduciary duties to CITATION's shareholders under applicable law, CITATION may, in response to an Acquisition Proposal for CITATION made after the date of this Agreement which was not solicited by CITATION or its representatives or agents and which did not otherwise result from a breach of this Section 6.2, and which is reasonably likely to lead to a Superior Proposal, and subject to compliance with Section 6.2(c) (x) furnish information with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION after consultation with its outside counsel) financial advisors and (y) participate in negotiations regarding legal advisors, that, as a result of such Acquisition Proposal for CITATIONProposal, the failure to take such Permitted Action would be inconsistent with its fiduciary duties under applicable Law.

Acquisition Proposals; Board Recommendation. (a) CITATION agrees that it The Company shall not, nor and the Company shall it authorize or knowingly permit cause its Subsidiaries and its and their respective officers, directors, employees, attorneys, accountants, advisors, representatives and agents (“Representatives”) (including any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative Representative of CITATIONthe Special Committee) not to, directly or indirectly, to (i) solicit, solicit or initiate or knowingly facilitate encourage any inquiry, offer or encourage the submission of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal for CITATIONProposal, (ii) participate or engage in or continue any discussions or negotiations regardingwith, or furnish disclose or provide any non-public information relating to any Person any information with respect the Company or its Subsidiaries to, or take afford access to any other action knowingly of the properties, books or records of the Company or its Subsidiaries to, any Person with respect to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal for CITATIONProposal, (iii) enter into any agreement or agreement in principle with any Person with respect to an Acquisition Proposal, or (iv) grant any waiver or release under any standstill or similar agreement with respect to by any class of CITATION equity securities or (iv) enter into any agreement with respect to any Person who has made an Acquisition Proposal for CITATION; Proposal, provided, however, that prior to obtaining the Company Shareholder Approval (and in no event after obtaining such Company Shareholder Approval), the Company, its Subsidiaries and their respective Representatives (including any Representative of the Special Committee) may participate or engage in discussions or negotiations with, or disclose or provide non-public information relating to the Company or its Subsidiaries to, or afford access to the properties, books or records of the Company or its Subsidiaries to, a Person that has made (and not withdrawn) a bona fide, written Acquisition Proposal that is reasonably capable of being financed if, at any time prior to receipt of the CITATION Shareholder Approvalbut only if, CITATION's Board of Directors reasonably determines in good faith, after receipt of written advice from outside counsel and independent financial advisor of CITATION, that failing to take (A) such action could reasonably be expected to be a breach of its fiduciary duties to CITATION's shareholders under applicable law, CITATION may, in response to an Acquisition Proposal for CITATION was made after the date of this Agreement which was not solicited (it being understood than an Acquisition Proposal made after the date of this Agreement by CITATION or a Person who made an Acquisition Proposal prior to the date of this Agreement shall be considered a new Acquisition Proposal made after the date of this Agreement) and none of the Company, its representatives or agents Subsidiaries and which did not otherwise result from a breach their Representatives (including any Representative of the Special Committee) has violated any of the restrictions set forth in this Section 6.2, (B) such Person shall have entered into a confidentiality agreement with the Company on terms that are no less favorable to the Company or Parent than the Confidentiality Agreement (including without limitation the standstill provisions thereof), (C) each of the Board of Directors of the Company and which is the Special Committee has determined in good faith by resolution duly adopted, after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, that such Acquisition Proposal constitutes or could reasonably likely be expected to lead to a Superior Proposal, and subject (D) within 24 hours after participating or engaging in any such discussions or negotiations or disclosing or providing any such non-public information or affording such access, the Company shall give Parent and Acquiror written notice of the identity of such Person and the terms of the Acquisition Proposal and, prior to compliance or concurrently with Section 6.2(cdisclosing or providing any such non-public information, the Company shall disclose or provide all such information to Acquiror. The Company shall, and shall cause its Subsidiaries and instruct their Representatives (including any Representative of the Special Committee) (x) furnish information to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION after consultation with its outside counsel) and (y) participate in negotiations regarding such Acquisition Proposal for CITATIONand request the prompt return or destruction of all confidential information previously furnished.

Acquisition Proposals; Board Recommendation. (a) CITATION Southside agrees that it shall not, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of CITATIONSouthside, directly or indirectly, to (i) solicit, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal for CITATIONSouthside from and after the date hereof, (ii) participate in any discussions or negotiations regarding, or furnish to any Person person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal for CITATIONSouthside from and after the date hereof, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of CITATION equity securities Southside Equity Securities or (iv) enter into any agreement with respect to any Acquisition Proposal for CITATIONSouthside; provided, however, that if, at any time prior to receipt of the CITATION Shareholder ApprovalSouthside shareholder approval pursuant to Section 5.03(a), CITATIONSouthside's Board of Directors reasonably determines in good faith, after consultation with and receipt of written advice from outside counsel and independent financial advisor of CITATIONSouthside, that failing to take such action could reasonably would be expected to be a breach of inconsistent with its fiduciary duties to CITATIONSouthside's shareholders under applicable law, CITATION Southside may, in response to an Acquisition Proposal for CITATION Southside made after the date of this Agreement which was not solicited by CITATION Southside or its representatives or agents and which did not otherwise result from a breach of this Section 6.24.03, and which is reasonably likely to lead to a Superior Proposal, and subject to compliance with Section 6.2(c) 4.03(c); (x) furnish information with respect to CITATION Southside to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION Southside after consultation with its outside counsel) and (y) participate in negotiations regarding such Acquisition Proposal for CITATION.Southside. "

Acquisition Proposals; Board Recommendation. (a) CITATION Each of Xxxxxxx and Cardiac agrees that it shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of CITATIONsuch party or any of its Subsidiaries, directly or indirectly, to (i) take any action to solicit, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal for CITATIONProposal, (ii) participate engage in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an constitutes, or may be reasonably expected to lead to, any Acquisition Proposal for CITATIONProposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of CITATION such party's equity securities or (iv) other than in the manner contemplated by Section 7.4(d), enter into any agreement with respect to any Acquisition Proposal for CITATIONProposal; provided, however, that ifeach of Xxxxxxx and Cardiac may take any actions described in the foregoing clauses (i), at (ii), (iii), or (iv) in respect of any time prior to receipt of the CITATION Shareholder ApprovalPerson who makes an unsolicited Acquisition Proposal, CITATIONbut only if (x) such party's Board of Directors reasonably Directors, after consultation with its investment advisors and outside legal counsel, determines in its good faithfaith judgment that either (A) such Acquisition Proposal constitutes a Superior Proposal and provides written notice of termination of this Agreement in accordance with Section 7.4(d) and Section 10.1, after receipt of written advice from outside counsel and independent financial advisor of CITATION, that failing to take or (B) such action Acquisition Proposal could reasonably be expected to be a breach of its fiduciary duties to CITATION's shareholders under applicable law, CITATION may, result in response to an Acquisition Proposal for CITATION made after the date of this Agreement which was not solicited by CITATION or its representatives or agents and which did not otherwise result from a breach of this Section 6.2, and which is reasonably likely to lead to a Superior Proposal, and subject (y) prior to compliance furnishing any non-public information to such Person, such Person shall have entered into a confidentiality agreement with Section 6.2(c) (x) furnish Xxxxxxx or Cardiac, as the case may be, on terms no less favorable to the such party than the terms of the Mutual Non-Disclosure Agreement, dated July 7, 2004, between Xxxxxxx and Cardiac, agreeing to keep confidential any non-public information received. In addition to the foregoing requirements, the Board of Directors of such party shall be prohibited from taking such actions with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION an Acquisition Proposal unless the Board of Directors determines, after consultation consulting with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties under the DGCL. In addition to the foregoing, such party shall (i) provide the other party with at least forty-eight (48) hours prior notice (or such lesser prior notice as provided to the members of such party's Board of Directors) of any meeting of such party's Board of Directors at which such party's Board of Directors is reasonably expected to consider an Acquisition Proposal and (yii) participate in negotiations regarding provide the other party with the same prior written notice of a meeting of such Acquisition party's Board of Directors at which such party's Board of Directors is reasonably expected to recommend a Superior Proposal for CITATIONto its stockholders as is provided to such party's Board of Directors together with a copy of the definitive documentation relating to such Superior Proposal.

Acquisition Proposals; Board Recommendation. (a) CITATION agrees that it The Company shall not, nor and the Company shall it authorize or knowingly permit any officercause its Subsidiaries and its and their respective officers, directordirectors, employeeemployees, investment bankerattorneys, attorneyaccountants, accountantadvisors, agent or other advisor or representative of CITATIONrepresentatives and agents ("Representatives") not to, directly or indirectly, to (i) solicit, solicit or initiate or knowingly facilitate encourage any proposal that constitutes, or encourage the submission of any could reasonably be expected to lead to, an Acquisition Proposal for CITATIONProposal, (ii) participate or engage in any discussions or negotiations regardingwith, or furnish disclose or provide any non-public information relating to any Person any information with respect the Company or its Subsidiaries to, or take afford access to any other action knowingly of the properties, books or records of the Company or its Subsidiaries to, any Person with respect to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal for CITATIONProposal, (iii) enter into any agreement or agreement in principle with any Person with respect to an Acquisition Proposal, or (iv) grant any waiver or release under any standstill or similar agreement with respect to by any class of CITATION equity securities or (iv) enter into any agreement with respect to any Person who has made an Acquisition Proposal for CITATION; Proposal, provided, however, that ifthe parties hereby expressly acknowledge and agree that, at any time prior to receipt of obtaining the CITATION Company Shareholder Approval, CITATION's Board of Directors reasonably determines the Company, its Subsidiaries and their respective Representatives may (without any or all such actions being deemed, individually or in good faiththe aggregate, after receipt of written advice from outside counsel and independent financial advisor of CITATION, that failing to take such action could reasonably be expected to be a breach of its fiduciary duties to CITATION's shareholders under applicable law, CITATION may, in response to an Acquisition Proposal for CITATION made after the date of this Agreement which was not solicited by CITATION or its representatives or agents and which did not otherwise result from a breach of this Section 6.2, and which is reasonably likely to lead to a Superior Proposal, and subject to compliance with Section 6.2(cAgreement or any of the Ancillary Agreements) take any of the actions described in clauses (x) furnish information with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION after consultation with its outside counseli) and (yii) participate of this subsection (a) if, in negotiations regarding the case of clause (ii), prior to, or substantially concurrently with disclosing or providing any such non-public information, (A) such Person shall have entered into a confidentiality agreement with the Company on terms that are no less favorable to the Company than the Confidentiality Agreement and (B) the Company shall disclose or provide all such information to Acquiror; provided, further, that the Company, its Subsidiaries and their respective Representatives may only disclose or provide any non-public information as described in clause (ii) of this subsection (a) only in response to any Person that has made a bona fide written Acquisition Proposal for CITATIONProposal.

Acquisition Proposals; Board Recommendation. (a) CITATION agrees that it The Company shall not, nor and the Company shall it authorize or knowingly permit any officercause its Subsidiaries and its and their respective officers, directordirectors, employeeemployees, investment bankerattorneys, attorneyaccountants, accountantadvisors, agent or other advisor or representative of CITATIONrepresentatives and agents ("Representatives") not to, directly or indirectly, to (i) solicit, solicit or initiate or knowingly facilitate encourage any proposal that constitutes, or encourage the submission of any could reasonably be expected to lead to, an Acquisition Proposal for CITATIONProposal, (ii) participate or engage in any discussions or negotiations regardingwith, or furnish disclose or provide any non-public information relating to any Person any information with respect the Company or its Subsidiaries to, or take afford access to any other action knowingly of the properties, books or records of the Company or its Subsidiaries to, any Person with respect to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal for CITATIONProposal, (iii) enter into any agreement or agreement in principle with any Person with respect to an Acquisition Proposal, or (iv) grant any waiver or release under any standstill or similar agreement with respect to by any class of CITATION equity securities or (iv) enter into any agreement with respect to any Person who has made an Acquisition Proposal for CITATION; Proposal, provided, however, that if, at any time prior to receipt of obtaining the CITATION Company Shareholder Approval, CITATION's the Company and its Representatives may take any of the actions described in clause (ii) of this subsection (a) in response to any Person that has made a bona fide written Acquisition Proposal if, but only if, (A) such Person has submitted an unsolicited written Acquisition Proposal which did not result from a violation by the Company of its obligations under this Section 6.2, (B) such Person has entered into a confidentiality agreement with the Company on terms that are no less favorable to the Company than the Confidentiality Agreement, (C) the Board of Directors reasonably determines or Special Committee has determined in good faithfaith by resolution duly adopted, after receipt of written advice from consultation with outside legal counsel and independent a financial advisor of CITATIONnationally recognized reputation, that failing to take such action Acquisition Proposal constitutes or could reasonably be expected to be a breach of its fiduciary duties to CITATION's shareholders under applicable law, CITATION may, in response to an Acquisition Proposal for CITATION made after the date of this Agreement which was not solicited by CITATION or its representatives or agents and which did not otherwise result from a breach of this Section 6.2, and which is reasonably likely to lead to a Superior Proposal, and subject (D) prior to, or substantially concurrent with, disclosing or providing any such non-public information, the Company shall disclose or provide all such information to compliance with Section 6.2(c) (x) furnish information with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION after consultation with its outside counsel) and (y) participate in negotiations regarding such Acquisition Proposal for CITATIONAcquiror.

Acquisition Proposals; Board Recommendation. (a) CITATION Each of Xxxxxxx and Cardiac agrees that it shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of CITATIONsuch party or any of its Subsidiaries, directly or indirectly, to (i) take any action to solicit, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal for CITATIONProposal, (ii) participate engage in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an constitutes, or may be reasonably expected to lead to, any Acquisition Proposal for CITATIONProposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of CITATION such party’s equity securities or (iv) other than in the manner contemplated by Section 7.4(d), enter into any agreement with respect to any Acquisition Proposal for CITATIONProposal; provided, however, that ifeach of Xxxxxxx and Cardiac may take any actions described in the foregoing clauses (i), at (ii), (iii), or (iv) in respect of any time prior to receipt of the CITATION Shareholder ApprovalPerson who makes an unsolicited Acquisition Proposal, CITATION's but only if (x) such party’s Board of Directors reasonably Directors, after consultation with its investment advisors and outside legal counsel, determines in its good faithfaith judgment that either (A) such Acquisition Proposal constitutes a Superior Proposal and provides written notice of termination of this Agreement in accordance with Section 7.4(d) and Section 10.1, after receipt of written advice from outside counsel and independent financial advisor of CITATION, that failing to take or (B) such action Acquisition Proposal could reasonably be expected to be a breach of its fiduciary duties to CITATION's shareholders under applicable law, CITATION may, result in response to an Acquisition Proposal for CITATION made after the date of this Agreement which was not solicited by CITATION or its representatives or agents and which did not otherwise result from a breach of this Section 6.2, and which is reasonably likely to lead to a Superior Proposal, and subject (y) prior to compliance furnishing any non-public information to such Person, such Person shall have entered into a confidentiality agreement with Section 6.2(c) (x) furnish Xxxxxxx or Cardiac, as the case may be, on terms no less favorable to the such party than the terms of the Mutual Non-Disclosure Agreement, dated July 7, 2004, between Xxxxxxx and Cardiac, agreeing to keep confidential any non-public information received. In addition to the foregoing requirements, the Board of Directors of such party shall be prohibited from taking such actions with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION an Acquisition Proposal unless the Board of Directors determines, after consultation consulting with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties under the DGCL. In addition to the foregoing, such party shall (i) provide the other party with at least forty-eight (48) hours prior notice (or such lesser prior notice as provided to the members of such party's Board of Directors) of any meeting of such party's Board of Directors at which such party's Board of Directors is reasonably expected to consider an Acquisition Proposal and (yii) participate in negotiations regarding provide the other party with the same prior written notice of a meeting of such Acquisition party's Board of Directors at which such party's Board of Directors is reasonably expected to recommend a Superior Proposal for CITATIONto its stockholders as is provided to such party’s Board of Directors together with a copy of the definitive documentation relating to such Superior Proposal.

Acquisition Proposals; Board Recommendation. (a) CITATION Tuscarora agrees that it shall not, nor shall it permit any Tuscarora Subsidiary to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of CITATIONTuscarora or any Tuscarora Subsidiary, directly or indirectly, to (i) solicitsolicit or initiate, initiate the making or knowingly facilitate or encourage the submission of any Acquisition Proposal for CITATIONProposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect toto any solicitation or initiation of an Acquisition Proposal, or take any other action knowingly to facilitate solicit or initiate any inquiries or the making of any proposal that constitutes an constitutes, or may be reasonably expected to lead to, any Acquisition Proposal for CITATIONProposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of CITATION Tuscarora's equity securities or amend the Rights Agreement or take any action with respect to, or make any determination under, the Rights Agreement, including a redemption of the Rights in order to facilitate any Acquisition Proposal, (iv) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (v) approve or recommend, or propose to approve or recommend, or execute or enter into into, any agreement with respect to any Acquisition Proposal for CITATIONProposal, other than in the manner contemplated by Section 6.03(d); provided, however, that ifTuscarora may take any action(s) described in the foregoing clauses (i), at (ii), (iii), (iv), or (v) in respect of any time prior Person, in response to receipt of an unsolicited bona fide written Acquisition Proposal from a Person reasonably believed to have the CITATION Shareholder Approval, CITATIONfinancial and other capability to consummate an Acquisition Proposal if Tuscarora's Board of Directors reasonably determines in good faith, after receipt faith either (y) that an Acquisition Proposal could reasonably result in a Superior Proposal or (z) based upon the advice of written advice from its outside legal counsel and independent financial advisor of CITATION, that failing it is otherwise required to take such action could reasonably action(s) in order to comply with its duties as directors under Applicable Law; provided, further, that, prior to Tuscarora taking any such action(s) in respect of such Person, such Person shall have entered into a confidentiality agreement with Tuscarora on customary terms provided that if such confidentiality agreement contains provisions that are less restrictive than the comparable provision, or omits restrictive provisions, contained in the Confidentiality Agreement, then the Confidentiality Agreement will be expected deemed to be amended to contain only such less restrictive provisions or to omit such restrictive provisions, as the case may be, and Tuscarora shall provide the notice contemplated by Section 6.03(c). Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of Tuscarora or any Tuscarora Subsidiary, whether or not such individual is purporting to act on behalf of Tuscarora or any Tuscarora Subsidiary or otherwise, shall be deemed to be a breach of its fiduciary duties to CITATION's shareholders under applicable law, CITATION may, in response to an Acquisition Proposal for CITATION made after the date of this Agreement which was not solicited by CITATION or its representatives or agents and which did not otherwise result from a breach of this Section 6.2, and which is reasonably likely 6.03 by Tuscarora. Subject to lead Tuscarora's right to a Superior Proposal, and subject to compliance with Section 6.2(c) (x) furnish information with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION after consultation with its outside counsel) and (y) participate in negotiations regarding such Acquisition Proposal for CITATION.consider certain

Acquisition Proposals; Board Recommendation. (a) CITATION The Company agrees that it shall not, nor shall it permit any Company Subsidiary to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of CITATIONthe Company or any Company Subsidiary, directly or indirectly, to (i) solicit, initiate or otherwise knowingly facilitate or encourage the submission of any Acquisition Proposal for CITATIONProposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an constitutes, or that would reasonably be expected to lead to, any Acquisition Proposal for CITATIONProposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class or series of CITATION the Company's equity securities to the extent such waiver or release would permit the other party or parties to such agreement to actually acquire such securities or approve any matter for purposes of Section 203 of the DGCL with respect to any Third Party (for the avoidance of doubt, a waiver or release under such agreement that solely permits a proposal or offer, including, without limitation, an Acquisition Proposal, would not violate this clause (iii)) or (iv) enter into any agreement with respect to any Acquisition Proposal for CITATIONProposal; provided, however, that if, at any time prior to receipt of if the CITATION Shareholder Approval, CITATIONCompany receives an unsolicited Acquisition Proposal from a Third Party that the Company's Board of Directors or the Special Committee determines in good faith is or could reasonably determines be expected to lead to the delivery of a Superior Proposal from that Third Party, the Company may, subject to compliance with all the other provisions of this Section 6.3, furnish information to and engage in discussions and negotiations with such Third Party with respect to its Acquisition Proposal ("PERMITTED ACTIONS") if and only to the extent that, the Board of Directors or the Special Committee, by majority vote, concludes in good faith, after receipt consultation with outside financial advisors and legal advisors, that, as a result of written advice from outside counsel and independent financial advisor such Acquisition Proposal, such Permitted Action is necessary for the Board of CITATION, that failing Directors or the Special Committee to take such action could reasonably be expected to be act in a breach manner consistent with their respective fiduciary duties under applicable Law. The Board of Directors of the Company or the Special Committee shall provide Acquiror with prompt notice (but in no event later than the next day) of its fiduciary duties to CITATION's shareholders under applicable law, CITATION may, engaging in response to an Acquisition Proposal for CITATION made after the date of this Agreement which was not solicited by CITATION or its representatives or agents and which did not otherwise result from a breach of this Section 6.2, and which is reasonably likely to lead to a Superior Proposal, and subject to compliance with Section 6.2(c) (x) furnish information with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION after consultation with its outside counsel) and (y) participate in negotiations regarding such Acquisition Proposal for CITATIONPermitted Actions.

Acquisition Proposals; Board Recommendation. (a) CITATION The Company agrees that it shall not, nor shall it permit any Company Subsidiary to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of CITATIONthe Company or any Company Subsidiary ("Representatives"), directly or indirectly, to and it shall use reasonable best efforts to cause such persons not to (i) solicit, initiate or knowingly facilitate encourage any inquiries or encourage the submission making of any proposal or offer with respect to any Acquisition Proposal for CITATIONProposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an or that would reasonably be expected to lead to any Acquisition Proposal for CITATIONProposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of CITATION the Company's equity securities securities, or (iv) enter into any agreement with respect to any Acquisition Proposal for CITATIONProposal; provided, however, that if(A) the Company may, at and may authorize and permit its Representatives to, furnish or cause to be furnished information and may participate in negotiations and discussions with respect to any time prior to receipt of Acquisition Proposal, which the CITATION Shareholder Approval, CITATIONCompany's Board of Directors reasonably determines in good faith, after receipt of written advice from consulting with its outside counsel and independent its financial advisor of CITATIONadvisors, that failing to take such action could reasonably be expected to be a breach of its fiduciary duties to CITATION's shareholders under applicable law, CITATION may, in response to an Acquisition Proposal for CITATION made after the date of this Agreement which was not solicited by CITATION or its representatives or agents and which did not otherwise result from a breach of this Section 6.2, and which is reasonably likely to lead to the delivery of a Superior Proposal, (B) the Company's Board of Directors may take the actions described in the last sentence of Section 6.2, (C) the Company's Board of Directors may recommend an Acquisition Proposal to Company Stockholders and subject (D) the Company may terminate this Agreement pursuant to compliance with Section 6.2(c) (x) furnish information 10.3 in order to immediately thereafter enter into a definitive agreement with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION such Acquisition Proposal, in each case, if the Company's Board of Directors determines, in good faith after consultation consulting with its outside counsel) counsel and (y) participate in negotiations regarding its financial advisors, that such action is necessary to comply with its fiduciary duties under applicable law; provided that such Acquisition Proposal for CITATIONwas not solicited in violation of this Section 6.3, and in the case of (B), (C) or (D) there exists an Acquisition Proposal which constitutes a Superior Proposal; provided, further, that prior to furnishing non-public information to any such party, the Company shall have entered into a confidentiality agreement no less favorable to the Company than the Confidentiality Agreement between the Company and the Acquiror dated July 17, 2000.

Acquisition Proposals; Board Recommendation. (a) CITATION agrees The Company will, and will direct and use reasonable efforts to cause its directors, officers, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties that it shall may be ongoing with respect to an Acquisition Proposal. The Company will not, nor shall will it permit any of its Subsidiaries to, nor will it authorize or knowingly permit any officerof its directors, directorofficers, employee, or employees or any investment banker, financial advisor, attorney, accountant, agent accountant or other advisor representative retained by it or representative any of CITATIONits Subsidiaries to, directly or indirectly, to (i) solicit, initiate or knowingly facilitate encourage (including by way of furnishing confidential information), or encourage take any other action knowingly to facilitate, any inquiries or the submission making of any proposal which constitutes, or may reasonably be expected to lead to, any Acquisition Proposal for CITATION, or (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal for CITATION, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of CITATION equity securities or (iv) enter into any agreement with respect to regarding any Acquisition Proposal for CITATIONProposal; provided, however, that if, at any time prior to receipt of the CITATION Shareholder Approval, CITATION's Board of Directors reasonably of the Company determines in good faith, after receipt of written advice from consultation with outside counsel and independent financial advisor of CITATIONcounsel, that failing it is necessary to take such action could reasonably be expected do so in order to be a breach of comply with its fiduciary duties to CITATIONthe Company's shareholders stockholders under applicable law, CITATION the Company may, in response to an Acquisition Proposal for CITATION made after the date of this Agreement which that was not solicited by CITATION or its representatives or agents and which did not otherwise result from a breach of this Section 6.2, and which is reasonably likely subsequent to lead to a Superior Proposalthe date hereof, and subject to compliance with Section 6.2(c) 7.3(c), (x) furnish information with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION the Company after consultation with its outside counsel) and (y) participate in discussions or negotiations regarding such Acquisition Proposal. (b) Except as set forth in this Section 7.3, neither the Board of Directors of the Company nor any committee thereof will (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Acquiror, the approval or recommendation by such Board of Directors or such committee of the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal for CITATION.or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal. A-29

Acquisition Proposals; Board Recommendation. (a) CITATION The Company agrees that it shall not, nor shall it permit any Company Subsidiary to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of CITATIONthe Company or any Company Subsidiary, directly or indirectly, to (i) solicit, solicit or initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal for CITATIONProposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an or that would reasonably be expected to lead to any Acquisition Proposal for CITATIONProposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of CITATION the Company's equity securities or (iv) enter into any agreement with respect to any Acquisition Proposal for CITATIONProposal, other than in the manner contemplated by Section 6.3(d); provided, however, that if, at the Company may take any time prior to receipt action(s) described in any of the CITATION Shareholder Approvalforegoing clauses in respect of a Person, CITATIONif it receives from such Person an unsolicited bona fide written Acquisition Proposal that the Company's Board of Directors determines in good faith (after consultation with an investment bank of nationally recognized reputation) is reasonably likely to lead to the delivery of a Superior Proposal and if the Company's Board of Directors determines in good faith, after receipt of written advice from consultation with outside legal counsel and independent financial advisor of CITATIONto the Company, that failing it is obligated to take such action could reasonably be expected action(s) in order to be a breach of comply with its fiduciary duties to CITATION's shareholders under applicable law; provided, CITATION mayfurther, in response that, the Company shall have provided the notice contemplated by Section 6.3(c) and shall comply with Section 6.3(d). The Company shall cease and cause to an Acquisition Proposal for CITATION made after the date of this Agreement which was not solicited by CITATION be terminated immediately all existing discussions or its representatives negotiations with any Persons conducted heretofore with respect to, or agents and which did not otherwise result from a breach of this Section 6.2, and which is that could be reasonably likely expected to lead to a Superior to, any Acquisition Proposal, and subject to compliance with Section 6.2(c) (x) furnish information with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION after consultation with its outside counsel) and (y) participate in negotiations regarding such Acquisition Proposal for CITATION.

Acquisition Proposals; Board Recommendation. (a) CITATION The Company agrees that it shall not, nor shall it permit any Company Subsidiary to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of CITATIONthe Company or any Company Subsidiary ("REPRESENTATIVES"), directly or indirectly, to and it shall use reasonable best efforts to cause such persons not to (i) solicit, initiate or knowingly facilitate encourage any inquiries or encourage the submission making of any proposal or offer with respect to any Acquisition Proposal for CITATIONProposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an or that would reasonably be expected to lead to any Acquisition Proposal for CITATIONProposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of CITATION the Company's equity securities securities, or (iv) enter into any agreement with respect to any Acquisition Proposal for CITATIONProposal; provided, however, that if(A) the Company may, at and may authorize and permit its Representatives to, furnish or cause to be furnished information and may participate in negotiations and discussions with respect to any time prior to receipt of Acquisition Proposal, which the CITATION Shareholder Approval, CITATIONCompany's Board of Directors reasonably determines in good faith, after receipt of written advice from consulting with its outside counsel and independent its financial advisor of CITATIONadvisors, that failing to take such action could reasonably be expected to be a breach of its fiduciary duties to CITATION's shareholders under applicable law, CITATION may, in response to an Acquisition Proposal for CITATION made after the date of this Agreement which was not solicited by CITATION or its representatives or agents and which did not otherwise result from a breach of this Section 6.2, and which is reasonably likely to lead to the delivery of a Superior Proposal, (B) the Company's Board of Directors may take the actions described in the last sentence of Section 6.2, (C) the Company's Board of Directors may recommend an Acquisition Proposal to Company Stockholders and subject (D) the Company may terminate this Agreement pursuant to compliance with Section 6.2(c) (x) furnish information 10.3 in order to immediately thereafter enter into a definitive agreement with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION such Acquisition Proposal, in each case, if the Company's Board of Directors determines, in good faith after consultation consulting with its outside counsel) counsel and (y) participate in negotiations regarding its financial advisors, that such action is necessary to comply with its fiduciary duties under applicable law; provided that such Acquisition Proposal for CITATIONwas not solicited in violation of this Section 6.3, and in the case of (B), (C) or (D) there exists an Acquisition Proposal which constitutes a Superior Proposal; provided, further, that prior to furnishing non- public information to any such party, the Company shall have entered into a confidentiality agreement no less favorable to the Company than the Confidentiality Agreement between the Company and the Acquiror dated July 17, 2000.

Acquisition Proposals; Board Recommendation. (a) CITATION The Company shall, and shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisers, attorneys, accountants and other advisers, representatives and agents (collectively, "Representatives") to cease and cause to be terminated immediately any discussions or negotiations with any parties that may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. The Company agrees that it shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of CITATIONits Representatives, directly or indirectly, to (i) solicit, initiate or knowingly initiate, facilitate or encourage (including by way of furnishing information) the submission submission, making or announcement of any Acquisition Proposal for CITATIONProposal, (ii) participate initiate or engage in any discussions or negotiations regarding, or furnish or disclose to any Person any information with respect to, or take any other action knowingly to facilitate or in furtherance of any inquiries or the submission, making or announcement of any proposal that constitutes an constitutes, or may be reasonably expected to lead to, any Acquisition Proposal for CITATIONProposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of CITATION the Company's equity securities or (iv) enter into any agreement agreement, arrangement or understanding with respect to any Acquisition Proposal for CITATIONor enter into any agreement, arrangement or understanding requiring the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated hereby; provided, however, that if, at any time prior to receipt of before the CITATION Company Shareholder ApprovalApproval is obtained, CITATION's Board of Directors reasonably determines in good faith, after receipt of written advice from outside counsel and independent financial advisor of CITATION, that failing to take such action could reasonably be expected to be a breach of its fiduciary duties to CITATION's shareholders under applicable law, CITATION may, solely in response to an unsolicited bona fide written Acquisition Proposal for CITATION made after the date of this Agreement which was not solicited by CITATION or its representatives or agents and which that did not otherwise result from a the breach of this Section 6.26.3 and following delivery to Parent of notice of such Acquisition Proposal in compliance with its obligations under Section 6.3(c) hereof, the Company may (i) furnish information to the party making the Acquisition Proposal, (ii) in response to an unsolicited bona fide written Acquisition Proposal, initiate and/or engage in discussions or negotiations regarding the Acquisition Proposal and/or (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company's equity securities to the third party making the Acquisition Proposal, but only if (x) the Board of Directors of the Company reasonably determines in its good faith judgment (A) after consulting with its outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties under applicable Law and which (B) after consultation with a financial adviser of nationally recognized reputation, that such Acquisition Proposal constitutes, or is reasonably likely to lead to result in, a Superior Proposal, and subject to compliance with Section 6.2(c) (x) furnish information with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION after consultation with its outside counsel) and (y) participate in negotiations regarding prior to furnishing any information to such Acquisition Proposal for CITATIONPerson, such Person shall have entered into a confidentiality agreement with the Company on terms no less favorable to the Company than the Confidentiality Agreement between the Company and Parent dated as of April 9, 2001 (the "Confidentiality Agreement").

Acquisition Proposals; Board Recommendation. (a) CITATION Target agrees that after the date hereof it shall not, nor shall it permit the Target Subsidiary to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of CITATIONTarget or the Target Subsidiary, directly or indirectly, to (i) solicit, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal for CITATIONProposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an constitutes, or reasonably could be expected to lead to, any Acquisition Proposal for CITATIONProposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of CITATION equity securities of Target or (iv) enter into any agreement with respect to any Acquisition Proposal for CITATIONProposal, other than in the manner contemplated by Section 5.03(c); provided, however, that Target may take any action described in the foregoing clauses (i), (ii), (iii) or (iv) in respect of any Person, but only if: (x) such Person delivers an Acquisition Proposal that, at any time prior to receipt in the good faith judgment of the CITATION Shareholder ApprovalTarget board of directors, CITATION's Board of Directors reasonably determines in good faith, after receipt of written advice from outside counsel and independent financial advisor of CITATION, that failing to take such action either is a Superior Proposal or could reasonably be expected to be lead to the delivery to Target of a breach Superior Proposal within 75 days of its delivery to Target of such Acquisition Proposal or if otherwise required in order to satisfy the fiduciary duties to CITATION's shareholders of the Target board of directors as such duties would exist under applicable lawlaw in the absence of this Section 5.03; and (y) prior to Target taking such action in respect of such Person, CITATION may, such Person shall have entered into a confidentiality agreement with Target in response form and substance substantially similar to an the Confidentiality Agreement; provided further that Target shall not enter into any binding agreement (other than such a confidentiality agreement) with respect to any such Acquisition Proposal for CITATION made after without first complying with Section 5.03(c) and terminating this Agreement pursuant to Section 9.01(c)(ii). Buyer acknowledges that prior to the date of this Agreement which was not Agreement, Target has solicited or caused to be solicited by CITATION or its representatives or agents the Financial Advisor indications of interest and which did not otherwise result from a breach proposals for an Acquisition Proposal. If, subsequent to the execution and delivery of this Section 6.2Agreement and prior to the termination of this Agreement in accordance with its terms, and which is reasonably likely Target receives an inquiry or proposal from any Person relating to lead to a Superior an Acquisition Proposal, Target shall advise Buyer of the receipt of such inquiry or proposal (and subject any change or modification thereto) promptly upon such receipt. Target shall also advise Buyer of the material terms and conditions of such inquiry or proposal and any subsequent change or modification thereto, but Target shall not be required to compliance with Section 6.2(c) (x) furnish information with respect to CITATION to disclose the identity or source of such inquiry or proposal or any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION after consultation with its outside counsel) and (y) participate in negotiations regarding agent or representative acting on behalf of such Acquisition Proposal for CITATIONPerson.

Acquisition Proposals; Board Recommendation. (a) CITATION UCC agrees that it shall not, nor shall it permit any UCC Subsidiary to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of CITATIONUCC or any UCC Subsidiary, directly or indirectly, to (i) solicit, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal for CITATIONProposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an constitutes, or may be reasonably expected to lead to, any Acquisition Proposal for CITATIONProposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of CITATION UCC's equity securities or (iv) enter into any agreement with respect to any Acquisition Proposal for CITATIONProposal, other than in the manner contemplated by Section 6.3(d); provided, however, that ifUCC may take any action(s) described in the foregoing clauses (i), at (ii), (iii), or (iv) in respect of any time prior to receipt Person, but only if (A) such Person delivers a bona fide written Acquisition Proposal that, in the reasonable judgment of the CITATION Shareholder Approval, CITATIONUCC's Board of Directors (after consultation with an investment bank of nationally recognized reputation) could be reasonably likely to lead to the delivery to UCC of a Superior Proposal and (B) UCC's Board of Directors determines in good faith, after receipt on the basis of written advice from its outside counsel and independent financial advisor of CITATIONlegal counsel, that failing it is required to take such action could reasonably action(s) in order to comply with its fiduciary duties under applicable law; provided, further, that, (x) prior to UCC taking any such action(s) in respect of such Person, such Person shall have entered into a confidentiality agreement with UCC on customary terms, and UCC shall provide the notice contemplated by Section 6.3(c) and (y) UCC shall not enter into any agreement with respect to any Acquisition Proposal without first complying with Section 6.3(d). Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director, investment banker, attorney, accountant, agent or other advisor or representative of UCC or any UCC Subsidiary, whether or not such individual is purporting to act on behalf of UCC or any UCC Subsidiary or otherwise, shall be expected deemed to be a breach of its fiduciary duties to CITATION's shareholders under applicable law, CITATION may, in response to an Acquisition Proposal for CITATION made after the date of this Agreement which was not solicited by CITATION or its representatives or agents and which did not otherwise result from a breach of this Section 6.2, and which is reasonably likely to lead to a Superior Proposal, and subject to compliance with Section 6.2(c) (x) furnish information with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION after consultation with its outside counsel) and (y) participate in negotiations regarding such Acquisition Proposal for CITATION.6.3

Acquisition Proposals; Board Recommendation. (a) CITATION Epitope agrees that it shall not, nor shall it authorize or knowingly permit any Epitope Subsidiary to, and it shall direct and use its reasonable best efforts to cause any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of CITATIONEpitope or any Epitope Subsidiary, not to directly or indirectly, to (i) solicit, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal for CITATIONEpitope, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, to or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal for CITATIONEpitope, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of CITATION Epitope's equity securities or (iv) enter into any agreement with respect to any an Acquisition Proposal for CITATION; providedEpitope. Notwithstanding anything in this Agreement to the contrary, however, that if, at any time prior to receipt of the CITATION Shareholder Approval, CITATION's Epitope or its Board of Directors reasonably determines in good faithshall be permitted to (A) to the extent applicable, after receipt of written advice from outside counsel comply with Rule 14d-9 and independent financial advisor of CITATION, that failing to take such action could reasonably be expected to be a breach of its fiduciary duties to CITATION's shareholders Rule 14e-2 promulgated under applicable law, CITATION may, in response the Exchange Act with regard to an Acquisition Proposal for CITATION made Epitope, (B) in response to an unsolicited bona fide written Acquisition Proposal for Epitope by any Person, recommend approval of such an unsolicited bona fide written Acquisition Proposal for Epitope to its stockholders or effect an Adverse Change in the Epitope Recommendation, or (C) engage in any discussions or negotiations with, or provide any information to, any Person in response to an unsolicited bona fide Acquisition Proposal for Epitope by any such Person, if and only to the extent that Epitope (including for this purpose, if authorized by Epitope, all Epitope Subsidiaries or any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of Epitope or any Epitope Subsidiaries) have not violated in any material respect any of the restrictions contained in Section 6.2(a) and, in any such case as is referred to in clause (B) or (C), (i) the Epitope Stockholders Meeting shall not have occurred, (ii) the Epitope Board of Directors (x) in the case of clause (B) above, concludes in good faith after the date of this Agreement which was not solicited by CITATION or consultation with its representatives or agents financial advisors and which did not otherwise result from a breach of this Section 6.2counsel, and which is reasonably likely to lead to taking into account, among other things, all legal, financial, regulatory and other aspects of such Acquisition Proposal, and the nature of the Person making the Acquisition Proposal, that such written Acquisition Proposal for Epitope constitutes a Superior Proposal, and subject provides written notice of termination of this Agreement pursuant to compliance with Section 6.2(c10.1(e) (xprovided that such termination shall not be effective until such time as Epitope makes the payment to STC contemplated by Section 10.2(b))or (y) furnish information with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions in the case of clause (as determined by CITATION C) above concludes in good faith after consultation with its outside financial advisors and counsel) , and (y) participate in negotiations regarding taking into account, among other things, all legal, financial, regulatory and other aspects of such Acquisition Proposal, and the nature of the Person making the Acquisition Proposal, that such Acquisition Proposal for CITATIONEpitope would reasonably be expected to result in a Superior Proposal, (iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal for Epitope by any such Person, the Epitope Board of Directors receives from such Person an executed confidentiality agreement containing confidentiality terms at least as stringent as those contained in the confidentiality agreement between Epitope and STC dated as of March 23, 2000 (the "Confidentiality Agreement"), and (iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, Epitope notifies STC promptly of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, it, its subsidiaries, its or its subsidiaries' officers or directors, or any of its agents or representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or offers and shall furnish only information and data that has been previously furnished to STC. Epitope will provide STC with a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter inform STC on a prompt basis of any changes to the terms and conditions of such Acquisition Proposal. Epitope will take the necessary steps to inform promptly the individuals or entities referred to in the first sentence of this Section 6.2(a) of the obligations undertaken in this Section 6.2.

Acquisition Proposals; Board Recommendation. (a) CITATION agrees Sellers shall, and shall cause their respective Subsidiaries to, and shall direct and use commercially reasonable efforts to cause their respective directors, officers, employees, advisors, agents and other representatives (collectively, the “Representatives”) to, immediately cease any discussions or negotiations with any parties that it may be ongoing with respect to an Acquisition Proposal or any other proposal or offer to acquire any or all of the Purchased Assets, other than the sale of inventory or obsolete equipment in the ordinary course of business. From the date hereof until the Final Closing Date, except as provided in this Section 7.9 and subject to compliance herewith, Sellers shall not, nor and shall it authorize or knowingly permit any officercause their respective Subsidiaries not to, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of CITATIONand shall direct and use commercially reasonable efforts to cause their respective Representatives not to, directly or indirectly, to indirectly (i) solicit, initiate initiate, encourage or knowingly take any other action to facilitate any proposal, inquiry or encourage the submission of any request that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal for CITATIONor an Alternative Proposal, (ii) participate or engage in any discussions or negotiations regardingwith, or furnish disclose or provide any non-public information relating to any Person any information with respect FMRX to, or take afford access to any other action knowingly to facilitate of the properties, books or records of FMRX to, any inquiries or the making of any proposal that constitutes Person in connection with an Acquisition Proposal for CITATIONor an Alternative Proposal, (iii) grant approve, endorse or recommend any waiver Acquisition Proposal or release under any standstill or similar agreement with respect to any class of CITATION equity securities or Alternative Proposal, (iv) enter into any letter of intent, agreement or agreement in principle with respect to any Person that has made an Acquisition Proposal for CITATIONor an Alternative Proposal or (v) waive, amend, modify or grant any release under any employee non-solicitation, standstill or similar agreement or confidentiality agreement to which FMRX or any of its Subsidiaries is a party; provided, however, that prior to obtaining the FMRX Stockholder Approval, Sellers, their respective Subsidiaries and respective Representatives may take any of the actions described in clause (ii) of this Section 7.9(a) in respect of a Person that makes an Acquisition Proposal subsequent to the date hereof if, at any time prior but only if, (x) such Person has entered into a confidentiality agreement with FMRX on terms that are substantially similar to receipt the terms of the CITATION Shareholder ApprovalConfidentiality Agreement, CITATION's dated October 13, 2006, between FMRX and Buyer (the “Confidentiality Agreement”), (y) a majority of the Board of Directors reasonably determines of FMRX has determined in good faith, after receipt of written advice from following consultation with outside counsel and independent financial advisor of CITATIONincluding counsel expert in Nevada law, that failing to take (A) such action could reasonably be expected to be a breach of its fiduciary duties to CITATION's shareholders under applicable law, CITATION may, in response to an Acquisition Proposal for CITATION made after the date of this Agreement which was not solicited by CITATION constitutes, or its representatives or agents and which did not otherwise result from a breach of this Section 6.2, and which is reasonably likely to lead to result in, a Superior ProposalProposal and (B) the failure of the Board of Directors of FMRX to do so would be reasonably likely to result in a breach of the directors’ fiduciary obligations to FMRX’s stockholders under applicable Requirements of Law, and subject to compliance with Section 6.2(c(z) (x) furnish information with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION after consultation with its outside counsel) and (y) participate in negotiations regarding such the Acquisition Proposal for CITATIONwas received and developed without any intentional breach, or any material violation, of the provisions of this Section 7.9(a).

Acquisition Proposals; Board Recommendation. (a) CITATION The Company agrees that it shall not, nor shall it permit any Company Subsidiary to, nor shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of CITATIONthe Company or any Company Subsidiary, directly or indirectly, to (i) take any action to solicit, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal for CITATIONProposal, (ii) participate engage in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes an 38 44 constitutes, or may be reasonably expected to lead to, any Acquisition Proposal for CITATIONProposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of CITATION the Company's equity securities or (iv) enter into any agreement with respect to any Acquisition Proposal for CITATIONProposal, other than in the manner contemplated by Section 6.03(d); provided, however, that ifthe Company may take any actions described in the foregoing clauses (i), at (ii), (iii), or (iv) in respect of any time prior to receipt of Person who makes a bona fide Acquisition Proposal, but only if (x) the CITATION Shareholder Approval, CITATION's Board of Directors reasonably of the Company determines in good faith, faith (after receipt of written advice from of its outside counsel and independent financial advisor of CITATION, legal counsel) that failing it is required to take such action could reasonably be expected actions in order to be a breach of comply with its fiduciary duties to CITATION's shareholders under applicable law, CITATION may, in response to an Acquisition Proposal for CITATION made after the date of this Agreement which was not solicited by CITATION or its representatives or agents and which did not otherwise result from a breach of this Section 6.2, and which is reasonably likely to lead to a Superior Proposal, and subject to compliance with Section 6.2(c) (x) furnish information with respect to CITATION to any person pursuant to a customary confidentiality agreement including customary standstill provisions (as determined by CITATION after consultation with its outside counsel) law and (y) participate in negotiations regarding prior to furnishing any non-public information to such Person, such Person shall have entered into a confidentiality agreement with the Company on terms no less favorable to the Company than the Confidentiality Agreement between the Company and Parent dated as of January 5, 1999. The Company shall cease and cause to be terminated immediately all existing discussions or negotiations, if any, with any Persons conducted heretofore with respect to, or that could be reasonably expected to lead to, any Acquisition Proposal for CITATIONProposal.