Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).

Acquisition Proposals. (a) From and after the date hereof until the termination of Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement in accordance with Section 5.1 hereofAgreement, each the Stockholder shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) shall terminate all soliciting activitiessolicit, discussionsinitiate, negotiationspropose or induce the making, agreements submission or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for informationannouncement of, or other communication knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal, ; (ii) shall notfurnish to any Person or Group (other than Parent, and shall cause Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives not toin their capacity as such) access to the business, directly properties, assets, books, records or indirectlyother non-public information, (A) conduct or engage into any personnel, enter intoof the Company or any of its Subsidiaries, continue or otherwise participate in any discussions such case in connection with any Acquisition Proposal or negotiations withwith the intent to induce the making, submission or announcement of, or furnish any information to knowingly encourage, facilitate or data toassist, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with the making of any offer, inquiry, indication of interest or for the purpose of encouraging proposal that constitutes or facilitating is reasonably expected to lead to an Acquisition Proposal, ; (Biii) solicit, initiate, knowingly facilitate participate or knowingly encourage (including by way of furnishing non-public information engage in discussions or responding negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any communicationinquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any inquiries regardingoffer, inquiry, indication of interest or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, ; (Cv) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether bindingwritten, oral, binding or non-binding) relating to an Acquisition Proposal or Acquisition Transaction; or (vi) authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary in this Section 4.1, conditional the Stockholder may, participate or otherwiseengage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to an Acquisition Proposal, or approve, endorse or recommend any such Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations accordance with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hoursSection 5.4(b) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)Merger Agreement.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements discussions and negotiations by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, ; (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage inpropose, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal submit or otherwise take such actions in connection with or for the purpose of encouraging or facilitating announce an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage or knowingly facilitate (including by way means of furnishing non-public any information or responding to any communication) ), any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an any Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, or (E) otherwise knowingly facilitate an Acquisition Proposal; (iii) shall immediately promptly (and in any case within one (1) business day) notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).

Acquisition Proposals. (a) From Each of DSW and RVI agrees that neither it nor any of its Subsidiaries nor any of the date hereof until the termination officers or directors of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements it or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) shall notits Subsidiaries shall, and that it shall use its reasonable best efforts to cause its Representatives and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (Ai) conduct or engage ininitiate, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, encourage or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission making of any proposal or offer that constituteswith respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries or any purchase or sale of 15% or more of the consolidated assets (including equity interests of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would reasonably be expected result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the surviving parent entity in such transaction) (any such proposal, offer or transaction (other than a proposal or offer made by the other party to lead to, this Agreement) being hereinafter referred to as an “Acquisition Proposal”), (Cii) enter into have any agreement (whether binding, non-binding, conditional discussions with or otherwise) with respect provide any confidential information or data to any person relating to an Acquisition Proposal, engage in any negotiations concerning an Acquisition Proposal or approveknowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommend, endorse or recommend execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or (D) knowingly cooperate with, assist, agree or participate in publicly propose to do any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)foregoing.

Acquisition Proposals. (a) From Subject to Sections 7.03(b), 7.03(c) and 7.03(d), from the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofto any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), each Stockholder none of the Company or any of its Subsidiaries shall, nor shall any of them authorize or permit, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) shall terminate all soliciting activitiesinitiate, discussionssolicit, negotiations, agreements encourage or arrangements knowingly take any other action to facilitate (including by or on behalf way of such Stockholder with any Person furnishing information (other than the Companypublic information widely disseminated through Company SEC Documents, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, press releases or other communication similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).

Acquisition Proposals. (a) From The Company agrees that, except as expressly contemplated by this Agreement, neither it nor any of its Subsidiaries shall, and the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofCompany shall, each Stockholder and shall cause its Subsidiaries to, cause their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives not to (i) shall terminate all soliciting activitiesdirectly or indirectly initiate, discussionssolicit, negotiations, agreements knowingly encourage or arrangements facilitate (including by way of furnishing non-public information) any inquiries or on behalf the making or submission of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication proposal that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct participate or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish disclose any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding data relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer Person that constitutes, or would reasonably be expected to lead to, has made an Acquisition Proposal, (C) enter into Proposal or to any agreement (whether binding, non-binding, conditional or otherwise) with respect to Person in contemplation of an Acquisition Proposal, or approve, endorse or recommend any (iii) accept an Acquisition Proposal or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (DA) knowingly cooperate with, assistconstituting or related to, or participate in any effort by, any Person (that is intended to or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would could reasonably be expected to lead to, any Acquisition ProposalProposal (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 5.3) or (B) requiring, intended to cause, or which could reasonably be expected to cause the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement (each an “Acquisition Agreement”). Any violation of the foregoing restrictions by any of the Company’s Subsidiaries or by any representatives of the Company or any of its Subsidiaries, whether or not such representative is so authorized and whether or not such representative is purporting to act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement, the Company and the Company Board may take any actions described in clause (ii) or (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations this Section 5.3(a) with respect to a third party if at any time prior to obtaining the Company Required Vote (w) the Company receives a written Acquisition Proposal, Proposal from such third party (and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition ProposalProposal was not during such time period initiated, solicited, knowingly encouraged or facilitated by the Company or any of its Subsidiaries or any of their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents or other representatives), and (ivx) the Company Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that such proposal constitutes or could reasonably be expected to lead to, a Superior Proposal, provided that the Company shall keep not deliver any information to such third party without entering into an Acceptable Confidentiality Agreement and (y) the Company has previously disclosed or concurrently discloses or makes available the same information, if any, to Parent informed on as it makes available to such third party and provides to Parent a reasonably prompt and current basis (in any event within twenty-four (24) hours) copy of the status of any Acceptable Confidentiality Agreement that the Company entered into with such third party. Nothing contained in this Section 5.3 shall prohibit the Company or the Company Board from taking and disclosing to the Company’s stockholders a position with respect to an Acquisition Proposal received by such Stockholder (including pursuant to Rules 14d-9 and 14e-2(a) promulgated under the content and status of all material discussions and communications Exchange Act or from making any similar disclosure, in respect thereof and any change or proposed change either case to the terms thereof)extent required by applicable Law.

Acquisition Proposals. (a) From Neither the date hereof until the termination Company nor any of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) shall not, and shall cause --------------------- its Representatives not toSubsidiaries shall, directly or indirectly, (A) conduct through any officer, director, employee, agent or engage inotherwise, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate initiate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutesfrom any Person (as hereinafter defined) relating to any acquisition or purchase of all or (other than in the ordinary course of business) any portion of the assets of, or would any equity interest in, the Company or any of its Subsidiaries or any recapitalization, business combination or similar transaction with the Company or any of its Subsidiaries (any communication with respect to the foregoing being an "Acquisition Proposal") or -------------------- participate in any negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek any of the foregoing; provided, however, that, at any time -------- ------- prior to the purchase of Shares by the Company pursuant to the Offer, the Company may furnish information to, and negotiate or otherwise engage in discussions with, any party who delivers a written Acquisition Proposal which was not solicited or encouraged after the date of this Agreement if the Board by majority vote determines in good faith (i) after consultation with and receipt of advice from its outside legal counsel, that failing to take such action is reasonably determined to constitute a breach of the fiduciary duties of the Board under applicable law, (ii) after consultation with and receipt of written advice from the Financial Advisor or another nationally recognized investment banking firm, that such proposal is more favorable to the Company's stockholders from a financial point of view than the Transactions (including any adjustment to the terms and conditions proposed by Purchaser in response to such Acquisition Proposal), (iii) that sufficient commitments have been obtained with respect to such Acquisition Proposal that the Board reasonably expects a transaction pursuant to such Acquisition Proposal could be consummated and (iv) that such Acquisition Proposal is not subject to any regulatory approvals that could reasonably be expected to lead to, an prevent consummation. In connection with any party's Acquisition Proposal, (C) the Company will enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).confidential-

Acquisition Proposals. (a) From the date hereof until the termination of Effective Time or, if earlier, the date on which this Agreement is terminated in accordance with Section 5.1 hereofArticle IX, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Company shall not, and shall cause its Representatives Subsidiaries and its and its Subsidiaries’ respective officers, directors, employees, agents, affiliates and representatives (including any investment bankers, attorneys or accountants retained by it or any of its Subsidiaries) not to, directly or indirectly, (Ai) conduct or engage ininitiate, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, encourage or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communicationproviding information) any inquiries regarding, or the making, announcement or submission of any proposal inquiries, proposals or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement offers (whether binding, non-binding, conditional firm or otherwisehypothetical) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) other efforts or attempts that has made, is seeking to make, has informed the Company constitute or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would may reasonably be expected to lead to, any Acquisition Proposal, (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal (other than discussions or requests for and receipt of information to ascertain the terms of any such Acquisition Proposal), (iii) shall immediately notify Parent approve or its Representatives in writing of such Stockholder’s receipt of recommend, or publicly propose to approve or recommend, any Acquisition Proposal Proposal, (iv) approve or recommend, or publicly propose to approve or recommend, or execute or enter into, any request for discussions letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or negotiations with respect share purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth (v) enter into any agreement or agreement in principle requiring, directly or indirectly, the terms and conditions of such Acquisition ProposalCompany to abandon, and terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or (ivvi) shall keep Parent informed on a reasonably prompt and current basis (in publicly propose or agree to do any event within twenty-four (24) hours) of the status foregoing. Notwithstanding the foregoing provisions of any this Section 7.4(a), in the event that the Company receives an unsolicited bona fide written Acquisition Proposal after the date of this Agreement and the Company’s board of directors concludes in good faith that such Acquisition Proposal received by such Stockholder constitutes or is reasonably likely to result in a Superior Proposal, the Company may, and may permit its Subsidiaries and its and their officers, directors, employees, agents, affiliates and representatives to, prior to (including but not after) the content and status date of all material discussions and communications the Company Stockholders Meeting, take any action described in respect thereof and any change or proposed change clause (ii) above to the extent that its board of directors concludes in good faith (after receiving the advice of its outside counsel) that failure to take such actions would result in a violation of its fiduciary duties under applicable Law; provided, however, that prior to providing (or causing to be provided) any confidential information or data permitted to be provided pursuant to this sentence, the Company shall have entered into a written confidentiality agreement with such third party on terms thereofno less favorable to the Company than the Confidentiality Agreement; and provided, further, that the Company shall contemporaneously provide Acquiror with any non-public information concerning the Company or its Subsidiaries provided to such person which was not previously provided to Acquiror (or its representatives).

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) The Company shall not, and shall cause its Representatives subsidiaries and its and its subsidiaries’ directors, officers and employees not to, and shall use its reasonable best efforts to cause its and its subsidiaries’ attorneys, investment bankers and other advisors or representatives (collectively with its subsidiaries and its and its subsidiaries’ directors, officers and employees, “Representatives”) not to, directly or indirectly, (Ai) conduct initiate, solicit, knowingly encourage, knowingly induce or knowingly facilitate (including by providing non-public information relating to the Company or its subsidiaries) the making of any Acquisition Proposal or any inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition Proposal, (ii) engage in, enter into, continue or otherwise participate in any negotiations or discussions (other than, in response to a bona fide Acquisition Proposal or negotiations withother inquiry, offer or proposal after the date hereof that was not initiated, solicited, encouraged or facilitated, and did not otherwise result from a material violation of this Section 7.1, contacting such Person and its advisors for the purpose of clarifying the material terms of any such Acquisition Proposal or inquiry, offer or proposal and the likelihood and timing of consummation thereof) concerning, or furnish provide access to its properties, books and records or any confidential or nonpublic information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with with, relating to or for the purpose of encouraging or facilitating an Acquisition ProposalProposal or any inquiry, (B) solicit, initiate, knowingly facilitate offer or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent approve, endorse or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal recommend, or any request for discussions propose publicly to approve, endorse or negotiations with respect to recommend, any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and or (iv) execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar written or oral agreement relating to any Acquisition Proposal (each, an “Alternative Acquisition Agreement”), and the Company shall keep Parent informed not resolve or agree to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representatives of the Company or any of its subsidiaries shall be a breach of this Section 7.1(a) by the Company. The Company shall, shall cause its subsidiaries and its and its subsidiaries’ directors, officers and employees to, and shall use its reasonable best efforts to cause its and its subsidiaries’ other Representatives to, immediately cease and cause to be terminated any solicitations of, discussions or negotiations with, or provision of access to non-public information relating to the Company or its subsidiaries to, any Person (other than the Parties and their respective Representatives) in connection with any Acquisition Proposal. The Company also agrees that it will promptly request each Person (other than the Parties and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on a reasonably prompt behalf of it or any of its subsidiaries prior to the date hereof and current basis shall terminate access to data rooms furnished in connection therewith. The Company shall promptly (and in any event within twenty-four (24) hours) notify Parent orally and in writing of the receipt of any inquiries, proposals or offers, any requests for non-public information, or any requests for discussions or negotiations with the Company or any of its Representatives, in each case with respect to an Acquisition Proposal or any offer, inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal, which notice shall include a summary of the material terms and conditions of, and the identity of the Person making, such Acquisition Proposal, inquiry, proposal or offer, and, if applicable, copies of any such written requests, proposals or offers, including proposed agreements, and thereafter shall keep Parent reasonably informed, on a prompt basis (and in any event within twenty-four (24) hours), of any material developments regarding any Acquisition Proposals or any material change to the terms and status of any such Acquisition Proposal received or the material aspects of any bid process established by the Company to review such Stockholder (including the content and status proposals or offers. The Company agrees that neither it nor any of all material discussions and communications in respect thereof and its subsidiaries shall terminate, waive or amend to similar effect any change existing standstill or proposed change similar agreement to which it or one of its subsidiaries is a party, except to the terms thereof)extent that prior to, but not after, obtaining the Company Requisite Vote, after consultation with its outside legal counsel, the Company Board determines that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law.

Acquisition Proposals. (a) From the date hereof Agreement Date until the termination Effective Time, the Company shall, and shall cause its Subsidiaries and each of this Agreement in accordance with Section 5.1 hereoftheir respective directors, each Stockholder officers, employees, agents, attorneys, accountants, investment bankers and other representatives (i) shall terminate collectively, the "COMPANY REPRESENTATIVES"), to immediately cease all soliciting activities, existing discussions, negotiations, agreements negotiations or arrangements by or on behalf of such Stockholder other action with any other Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding conducted heretofore with respect to any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal. From the Agreement Date until the Effective Time, (ii) the Company shall not, and shall cause its Subsidiaries and each of the Company Representatives not to, (i) solicit, initiate, facilitate or knowingly encourage, directly or indirectly, the making or submission of any Acquisition Proposal, (Aii) conduct enter into any letter of intent, agreement, arrangement or engage inunderstanding with respect to any Acquisition Proposal, or agree to approve or endorse any Acquisition Proposal or enter intointo any agreement, continue arrangement or otherwise understanding that would require the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information or data to, any Person that is seeking to make, has made or, to (other than the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, Parent or the making, announcement or submission Merger Subsidiary) in furtherance of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would could reasonably be expected to lead to, any Acquisition Proposal, or (iiiiv) shall immediately notify Parent facilitate or its Representatives further in writing of such Stockholder’s receipt any other manner any inquiries or the making or submission of any Acquisition Proposal proposal that constitutes, or any request for discussions or negotiations with respect could reasonably be expected to lead to, any Acquisition Proposal. Without limiting the foregoing, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in it is agreed that any event within twenty-four (24) hours) violation of the status foregoing restrictions by any Company Representative, whether or not such Person is purporting to act on behalf of the Company or any such Acquisition Proposal received of its Subsidiaries, or otherwise, will be deemed to be a breach of this SECTION 5.7(A) by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)Company.

Acquisition Proposals. (a) From the date hereof until the termination of So long as this Agreement remains in accordance with Section 5.1 hereofeffect, each Stockholder (i) shall terminate all soliciting activitiesexcept as otherwise expressly permitted by this Agreement, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) BYBK shall not, and it shall not authorize, permit or cause its any BYBK Subsidiary or their respective Representatives not to, directly or indirectly, : (A) conduct or engage ininitiate, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate induce or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regardingproviding assistance), or take any action to facilitate the makingmaking of, announcement any inquiry, offer or submission of any proposal or offer that constitutes, relates or would could reasonably be expected to lead to, 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 BYBK or any BYBK 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 BYBK or any BYBK Subsidiary is a party; or (F) enter into any agreement, agreement (whether bindingin principle, non-bindingletter of intent or similar instrument, conditional or otherwise) including any exclusivity agreement, with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, approve or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking resolve to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of approve any Acquisition Proposal or any request for discussions agreement, agreement in principle, letter of intent or similar instrument relating to an Acquisition Proposal. Any violation of the foregoing restrictions by BYBK or any of its Representatives, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of BYBK or otherwise, shall be deemed to be a breach of this Agreement by BYBK. BYBK and each BYBK Subsidiary shall, and shall cause each of its Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions, negotiations and communications with any Person with respect to any existing or potential Acquisition Proposal. Notwithstanding the foregoing, prior to the approval of the Merger by BYBK’s stockholders at the BYBK Common Stockholders’ Meeting, BYBK may respond to an inquiry, furnish nonpublic information regarding itself and the BYBK Subsidiaries to, or enter into discussions with, any Person in response to an unsolicited Acquisition Proposal that is submitted to BYBK by such Person (and not withdrawn) if: (A) BYBK’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 the BYBK Advisers, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (as defined below); (B) BYBK has not violated any of the restrictions set forth in this Section 5.7(a)(ii); (C) BYBK’s board of directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel and the advice of the BYBK Advisers, that such action is required in order for the board of directors to comply with its fiduciary obligations under applicable Law; and (D) at least two Business Days prior to furnishing any nonpublic information to, or entering into discussions with, such Person, BYBK provides OLB with written notice of the identity of such Person and of BYBK’s intention to furnish nonpublic information to, or enter into discussions with, such Person and BYBK 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 BYBK. BYBK shall promptly provide to OLB any non-public information regarding BYBK or any BYBK 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. BYBK 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, BYBK, any BYBK Subsidiary or any of their Representatives, in each case in connection with any Acquisition Proposal, and provide Parent with copies such notice shall indicate the name of all documents the Person initiating such discussions or negotiations or making such proposal, offer or information request and other written communications received by such Stockholder setting forth the material terms and conditions of any proposals or offers (and, in the case of written materials relating to such Acquisition Proposalproposal, and offer, information request, negotiations or discussion, providing copies of such materials (iv) including e-mails or other electronic communications)). BYBK agrees that it shall keep Parent informed OLB informed, on a reasonably prompt and current basis (in any event within twenty-four (24) hours) basis, of the status and terms of any such Acquisition Proposal received by such Stockholder proposal, offer, information request, negotiations or discussions (including any amendments or modifications to such proposal, offer or request). BYBK further agrees that it will provide OLB with the content and status of all material discussions and communications in respect thereof and any change or proposed change opportunity to present its own proposal to the terms thereof)BYBK 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. (a) From and after the date hereof of this Agreement, SF shall, and shall cause its Subsidiaries and their respective directors, officers, employees and other representatives ("Representatives") to, (x) promptly cease and terminate (or cause to be terminated) any discussions or negotiations with any third party and its Affiliates and representatives that may be ongoing with respect to any Acquisition Proposal, (y) request any such third party to promptly return or destroy all confidential information furnished by or on behalf of SF and its Subsidiaries in accordance with the applicable confidentiality agreements and (z) terminate access by any third party and its Affiliates and representatives to any data room (virtual, online or otherwise) maintained by or on behalf of SF and its Subsidiaries. Except as expressly permitted by (and subject to) this Section 7.8, from and after the date of this Agreement until the termination of this Agreement in accordance with Section 5.1 the provisions hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) SF shall not, and shall cause its Representatives Subsidiaries and its and their respective directors, officers, legal counsel, and investment bankers not to, directly and shall not authorize or indirectlyknowingly permit its other Representatives to, (A) conduct initiate, solicit, knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal, (B) engage in, enter into, continue or otherwise participate in any discussions or negotiations with, with respect thereto or furnish any information or data to, any Person that is seeking could reasonably be expected to make, has made or, lead to the knowledge submission of such Stockholder, is considering making an any Acquisition Proposal or otherwise take (other than to state that the terms of this provision prohibit such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposaldiscussions), (BC) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing provide any non-public information or responding to any communication) Person in connection with any inquiries regarding, Acquisition Proposal or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve(D) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. Except as expressly permitted by this Section 7.8, endorse from and after the date of this Agreement until the termination of this Agreement in accordance with provisions contained herein, neither the Seller Board nor any committee thereof shall (i) approve or recommend recommend, or publicly propose to approve or recommend, any Acquisition Proposal or (D) knowingly cooperate with, assist, any offer or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any to an Acquisition Proposal, (ii) withdraw, change or qualify, in a manner adverse to Buyer, the Seller Board Recommendation, (iii) shall immediately notify Parent approve or its Representatives in writing cause SF to enter into any asset sale agreement, letter of such Stockholder’s receipt of intent or other similar agreement relating to any Acquisition Proposal or any request for discussions or negotiations with respect that would reasonably be expected to any lead to an Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on fail to include the Seller Board Recommendation in the Proxy Statement, (v) make any recommendation or public statement in connection with a reasonably prompt tender offer or exchange offer for the equity securities of SF other than a recommendation against such offer (other than the issuance by the SF or the Seller Board of a "stop, look and current basis listen" statement pursuant to Section 7.8(f)) or (vi) resolve or agree to do any of the foregoing (any action set forth in any event within twenty-four the foregoing clauses (24i) hours- (v) of the status this sentence, a "Change of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereofBoard Recommendation").

Acquisition Proposals. (a) From Subject to Section 6.3(b), the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Company shall not, and shall cause its Representatives Subsidiaries not to, and shall instruct, and use reasonable best efforts to cause, its officers, directors, employees, consultants, agents, advisors, Affiliates and other representatives (“Representatives”) not to, directly or indirectly, from the date hereof until the Purchase Time: (Ai) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate solicit or knowingly encourage (including by way of furnishing providing non-public information or responding to any communicationinformation) any inquiries regarding, or the making, announcement or submission of any proposal inquiries, proposals or offer offers that constitutes, constitute or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would may reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or engage in any request for discussions or negotiations with respect thereto (except to notify such parties of the existence of this Section 6.3) or otherwise cooperate with or assist or participate in, or knowingly facilitate any such inquiries, proposals, discussions or negotiations, (ii) approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal or enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or enter into any letter of intent, agreement or agreement in principle requiring the Company (whether or not subject to conditions) to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent or Purchaser, the Company Board Recommendation (a “Change of Board Recommendation”), or (iv) resolve or agree to do any of the actions described in clause (i), (ii) or (iii) of this sentence. Subject to Section 6.3(b), the Company shall immediately cease as of the date hereof and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted heretofore by the Company, its Subsidiaries or any of its Representatives with respect to any Acquisition Proposal, Proposal and provide Parent with copies of shall promptly cause to be returned or destroyed all documents and other written communications received confidential information provided by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed or on a reasonably prompt and current basis (in any event within twenty-four (24) hours) behalf of the status Company or any of its Subsidiaries to any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)Person.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofThe Company shall not, each Stockholder shall cause its Subsidiaries not to, and shall instruct (and use it reasonable best efforts to cause) its Representatives not to: (i) shall terminate all soliciting activitiesdirectly or indirectly initiate, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for informationsolicit, or other communication knowingly encourage or knowingly facilitate (including by way of providing information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes, constitutes or would reasonably be expected to lead toto an Acquisition Proposal or any inquiry, proposal or offer that, in each case, constitutes or would reasonably be expected to lead to an Acquisition Proposal, (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or indirectly engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, with any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering (or its Representatives) making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposalinquiry, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutesthat, in each case, constitutes or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve(iii) provide any information or afford access to the properties of the Company or its Subsidiaries to, endorse or recommend take any other action to knowingly assist or knowingly encourage or knowingly facilitate any effort by any Person (other than Parent, Buyer or any Representatives of Parent or Buyer) in a manner that would reasonably be expected to lead to an Acquisition Proposal or (D) knowingly cooperate within connection with or in response to any inquiry, assist, offer or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, constitutes or would reasonably be expected to lead to an Acquisition Proposal. The Company shall, and shall cause its Subsidiaries to, and shall instruct (and use it reasonable best efforts to cause) its Representatives to, (x) immediately cease any activities, solicitation, discussions or negotiations with any Person (or its Representatives) (other than Parent, Buyer or any Representatives of Parent or Buyer) with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (iiiy) shall immediately notify Parent to the extent the Company has the right to do so, shall, within one (1) Business Day of the date of this Agreement, request the return or destruction of all confidential information provided by or on behalf of the Company or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with respect Subsidiaries to any such Person (or its Representatives) and (z) terminate, within one (1) Business Day of the date of this Agreement, access to any such Person (or its Representatives) any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 5.3, the Company and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (its Representatives may in any event within twenty-four (24) hours) of the status of any such inform a Person that has made an Acquisition Proposal received by such Stockholder (including about the content and status provisions of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)this Section 5.3.

Acquisition Proposals. (a) From The Company agrees that, except as expressly contemplated by this Agreement, neither it nor any of its Subsidiaries shall, and the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofCompany shall, each Stockholder and shall cause its Subsidiaries to, cause their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives not to (i) shall terminate all soliciting activitiesdirectly or indirectly initiate, discussionssolicit, negotiations, agreements knowingly encourage or arrangements facilitate (including by way of furnishing information) any inquiries or on behalf the making or submission of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication proposal that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct participate or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish disclose any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding data relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer Person that constitutes, or would reasonably be expected to lead to, has made an Acquisition Proposal, (C) enter into Proposal or to any agreement (whether binding, non-binding, conditional or otherwise) with respect to Person in contemplation of an Acquisition Proposal, or approve, endorse or recommend any (iii) accept an Acquisition Proposal or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (DA) knowingly cooperate with, assistconstituting or related to, or participate in any effort by, any Person (that is intended to or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would could reasonably be expected to lead to, any Acquisition ProposalProposal (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 5.3) or (B) requiring, (iii) shall immediately notify Parent intended to cause, or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal which could reasonably be expected to cause the Company to abandon, terminate or fail to consummate the Merger or any request for discussions other transaction contemplated by this Agreement (each an “Acquisition Agreement”). Any violation of the foregoing restrictions by any of the Company’s Subsidiaries or negotiations by any representatives of the Company or any of its Subsidiaries, whether or not such representative is so authorized and whether or not such representative is purporting to act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement, the Company and the Company Board may take any actions described in clause (ii) of this Section 5.3(a) with respect to a third party if at any time prior to obtaining the Company Required Vote (x) the Company receives a written Acquisition Proposal, Proposal from such third party (and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received was not during such time period initiated, solicited, knowingly encouraged or facilitated by the Company or any of its Subsidiaries or any of their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents or other representatives) and (y) such Stockholder proposal constitutes, or the Company Board determines in good faith (including 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 the content Company shall not deliver any information to such third party without entering into an Acceptable Confidentiality Agreement. Nothing contained in this Section 5.3 shall prohibit the Company or the Company Board from taking and status of all material discussions and communications in respect thereof and any change or proposed change disclosing to the terms thereof)Company’s stockholders a position with respect to an Acquisition Proposal pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law.

Acquisition Proposals. (a) From the execution of this Agreement until the earlier to occur of (x) the date hereof until of the termination of this Agreement in accordance with its terms and (y) the Effective Time, except as expressly permitted by this Section 5.1 hereof5.02, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf the Company agrees that neither it nor any of such Stockholder with its Subsidiaries nor any Person (other than the Company, Parent, Merger Sub of its or their respective Representatives) regarding any proposal, expression of interest, request for information, directors or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) shall notofficers shall, and the Company shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly, (Ai) conduct whether publicly or engage inotherwise, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, induce, knowingly encourage or knowingly take any other action designed to facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or assist the making, announcement or submission of any proposal proposal, inquiry, indication of interest or offer that constitutes, constitutes or would reasonably be expected to lead to, to an Acquisition ProposalProposal or the consummation thereof, (Cii) other than solely to inform any Person of the existence of the provisions contained in this Section 5.02, enter into into, conduct, participate, maintain or engage in, or continue to conduct, participate, maintain or engage in, any agreement (whether bindingdiscussions or negotiations with any Person, non-binding, conditional or otherwise) take any action with respect to an Acquisition Proposalany proposal, inquiry, indication of interest or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify furnish to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its Representatives Subsidiaries, or afford to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) access to the business, properties, assets, books, records or other information, or to any personnel, of the Company or any of its Subsidiaries, in writing any such case with the intent to encourage, induce, facilitate or assist the making, submission or announcement of such Stockholder’s receipt any proposal, inquiry, indication of interest or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (iv) approve, adopt, declare advisable, endorse or recommend any Acquisition Proposal (except to the extent expressly permitted pursuant to Section 5.02(d)), (v) enter into any letter of intent, memorandum of understanding, agreement in principle or similar document, or any request Contract or commitment contemplating or otherwise providing for or relating to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement in accordance with this Section 5.02) (an “Alternative Acquisition Agreement”), (vi) take any action to make the provisions of any Takeover Laws or any anti-takeover provision in the Company’s Organizational Documents inapplicable to any transactions contemplated by an Acquisition Proposal, or (vii) resolve or agree to any of the foregoing. The Company and its Subsidiaries shall, and shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ Representatives to, immediately cease and cause to be terminated all existing activities, discussions or negotiations with any Person conducted heretofore with respect to any proposal that constitutes or would reasonably be expected to lead to any Acquisition Proposal, and provide Parent shall terminate access by each such Person and its Representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. The Company shall, as soon as practicable following the date hereof, request of each Person that has heretofore executed a confidentiality agreement in connection with copies its consideration of an Acquisition Proposal to promptly return or destroy all documents and other written communications received by such Stockholder setting forth confidential information furnished prior to the terms and conditions execution of this Agreement to or for the benefit of such Acquisition Proposal, and (iv) shall keep Parent informed Person by or on a reasonably prompt and current basis (in any event within twenty-four (24) hours) behalf of the status Company or any of its Subsidiaries or Representatives. From and after the date of this Agreement, the Company and its Subsidiaries and their respective officers, directors and employees shall use their reasonable best efforts to enforce any such Acquisition Proposal received by such Stockholder (including confidentiality provisions or provisions of similar effect to which the content and status Company or any of all material discussions and communications in respect thereof and its Subsidiaries is a party or of which the Company or any change or proposed change to of the terms thereof)Company Subsidiaries is a beneficiary.

Acquisition Proposals. (a) From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Section 5.1 hereofArticle X, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Company shall not, and shall cause its Representatives Subsidiaries and its and their representatives not to, directly or indirectly, (Ai) conduct or initiate, engage in, enter into, continue in or otherwise participate in any discussions or negotiations withwith any Person with respect to, or furnish provide any non-public information or data concerning the Company or any of the Company’s Subsidiaries to any Person relating to, any Person inquiry, offer or proposal that is seeking constitutes or could reasonably be expected to make, has made or, result in or lead to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions afford to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an offer or for the purpose of encouraging proposal that constitutes or facilitating could reasonably be expected to result in or lead to an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (Cii) enter into any acquisition agreement, merger agreement (whether bindingor similar definitive agreement, non-bindingor any letter of intent, conditional memorandum of understanding or otherwise) with respect agreement in principle, or any other agreement relating to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent grant any waiver, amendment or its Representatives in writing of such Stockholder’s receipt release under any confidentiality agreement or the anti-takeover laws of any state, (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any offer or proposal that constitutes or could reasonably be expected to result in or lead to an Acquisition Proposal or (v) propose, resolve or agree to do any request for discussions of the foregoing or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and cause its representatives, its Subsidiaries and their respective representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such an Acquisition Proposal received by such Stockholder (including the content other than Acquiror and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereofits representatives).

Acquisition Proposals. (a) From and after the date hereof until the termination of Termination Date, the Stockholder hereby covenants and agrees that, except as expressly contemplated pursuant to this Agreement in accordance with Section 5.1 hereofAgreement, each the Stockholder shall not, and shall cause its managers, directors, officers, employees, consultants, agents, attorneys, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) shall terminate all soliciting activitiessolicit, discussionsinitiate, negotiationspropose or induce the making, agreements submission or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for informationannouncement of, or other communication knowingly encourage, facilitate or assist, any offer, inquiry, indication of interest or proposal that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal, ; (ii) shall notfurnish to any Person or Group (other than Parent, and shall cause Merger Sub or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives not toin their capacity as such) access to the business, directly properties, assets, books, records or indirectlyother non-public information, (A) conduct or engage into any personnel, enter intoof the Company or any of its Subsidiaries, continue or otherwise participate in any discussions such case in connection with any Acquisition Proposal or negotiations withwith the intent to induce the making, submission or announcement of, or furnish any information to knowingly encourage, facilitate or data toassist, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with the making of any offer, inquiry, indication of interest or for the purpose of encouraging proposal that constitutes or facilitating is reasonably expected to lead to an Acquisition Proposal, ; (Biii) solicit, initiate, knowingly facilitate participate or knowingly encourage (including by way of furnishing non-public information engage in discussions or responding negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any communicationinquiries from third Persons relating to any offer, indication of interest or proposal relating to an Acquisition Proposal (other than informing such Persons of the provisions contained in this Section 4.1); (iv) approve, endorse or recommend any inquiries regardingoffer, inquiry, indication of interest or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, ; (Cv) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether bindingwritten, oral, binding or non-binding, conditional or otherwise) with respect relating to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or Acquisition Transaction; or (Dvi) knowingly cooperate with, assist, authorize or participate in commit to do any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).the

Acquisition Proposals. (a) From Subject to Section 6.3(b), the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Company shall not, and shall cause its Subsidiaries and Representatives not to, directly or indirectly, from the date hereof until the earlier of the termination of this Agreement or the Closing: (Ai) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate solicit or knowingly encourage (including by way of furnishing providing non-public information or responding to any communicationinformation) any inquiries regarding, or the making, announcement or submission of any proposal inquiries, proposals or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (offers or any Representative of a Person) other efforts or attempts that has made, is seeking to make, has informed the Company constitute or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would may reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or engage in any request for discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations, (ii) approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal or, except for a confidentiality agreement contemplated pursuant to Section 6.3(b), enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or enter into any letter of intent, agreement or agreement in principle requiring the Company (whether or not subject to conditions) to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent or Purchaser, the Company Board Recommendation (a “Change of Board Recommendation”), or (iv) agree or publicly resolve or propose to do any of the actions described in clause (i), (ii) or (iii) of this sentence. The Company shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted heretofore by the Company, its Subsidiaries or any of its Representatives with respect to any Acquisition ProposalProposal and shall promptly request (or, and provide Parent with copies to the extent the Company is contractually permitted to do so, require) the return or destruction of all documents and other written communications received confidential information provided by or on behalf of the Company or any of its Subsidiaries to any such Stockholder setting forth the terms and conditions of such Person provided in connection with any Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).

Acquisition Proposals. (a) From Except as permitted in accordance with this Section 5.3, from and after the date hereof of this Agreement until the earlier of the Acceptance Time or the termination of this Agreement in accordance with Section 5.1 hereofArticle VI, each Stockholder the Company shall not, shall cause its Subsidiaries not to, and shall instruct (and use its reasonable best efforts to cause) its Representatives not to, directly or indirectly (i) shall terminate all soliciting activities, discussions, negotiations, agreements initiate or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for informationsolicit, or other communication knowingly encourage or knowingly facilitate, any inquiries, proposals or offers that constitutes, constitute or would reasonably be expected to lead to, to or result in an Acquisition Proposal, (ii) shall notfurnish to any Person (other than Parent, and shall cause its Buyer or any designees or Representatives not toof Parent or Buyer), directly or indirectlyany Representative thereof, any non-public information in connection with, or with the intent to facilitate, the making, submission or public announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to or result in an Acquisition Proposal, (Aiii) conduct participate or engage in, enter into, continue or otherwise participate in any discussions or negotiations withwith any Person, or furnish any information or data toRepresentative thereof, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding respect to any communication) any inquiries regardinginquiry, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead toto or result in, an Acquisition ProposalProposal (except to notify any Person of the provisions of this Section 5.3), (Civ) enter into any merger agreement, purchase agreement, letter of intent or similar agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition ProposalProposal (other than a confidentiality agreement entered into pursuant to this Section 5.3(b)) (each, a “Company Acquisition Agreement”) or (v) approve, endorse authorize, agree or recommend publicly announce the intention to do any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate of the foregoing. It is agreed that any violation of the restrictions in this Section 5.3 by any effort by, any Person (of the Company’s Subsidiaries or any Representative of its or their respective Representatives shall be a Person) that has made, is seeking to make, has informed the Company or such Stockholder breach of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).Section 5.3

Acquisition Proposals. (a) From the date hereof of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 5.1 hereofits terms, each Stockholder the Company shall not, and shall not authorize or permit any of its Subsidiaries or any of its Subsidiaries’ officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries to, directly or indirectly, (i) shall terminate all soliciting activitiessolicit, discussionsinitiate, negotiations, agreements induce or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for informationencourage, or take any other communication action to facilitate, any inquiries, offers discussions or the making of any proposal that constitutes, constitutes or would could reasonably be expected to lead to, to an Acquisition Proposal, (ii) shall not, and shall cause furnish any confidential or non-public information or data regarding the Company or any of its Representatives not to, directly Subsidiaries or indirectlyafford access to any such information or data to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (Aiii) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations withnegotiations, or furnish otherwise communicate in any information or data toway with any person (other than Purchaser), any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating regarding an Acquisition Proposal, (Biv) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal, (v) release any person from, waive any provisions of, or fail to use its reasonable best efforts to enforce any confidentiality agreement or standstill agreement to which the Company is a party or (vi) enter into or consummate any agreement, agreement in principle, letter of intent, arrangement or understanding contemplating any Acquisition Proposal or (D) knowingly cooperate withrequiring the Company to abandon, assistterminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or participate in any effort by, any Person (or any Representative employee of a Person) that has made, is seeking to make, has informed the Company or such any of the Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 5.1 by the Company. Notwithstanding the foregoing, prior to the adoption and approval of this Agreement by the Company’s stockholders at the Company Stockholder of any intention to makeMeeting, this Section 5.1(a) shall not prohibit the Company from furnishing non-public information regarding the Company and its Subsidiaries to, or has publicly announced an intention to makeentering into discussions with, any proposal person in response to an Acquisition Proposal that constitutesis submitted to the Company by such Person (and not withdrawn) if (1) the Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, or (2) the Company has not breached any of the covenants set forth in this Section 5.1, (3) the Company’s Board of Directors determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to lead violate the directors’ fiduciary obligations to the Company’s stockholders under applicable law, and (4) prior to furnishing any non-public information to, or entering into discussions with, such Person, the Company gives Purchaser written notice of the identity of such Person and of the Company’s intention to furnish non-public information to, or enter into discussions with, such Person and the Company receives from such Person an executed confidentiality agreement on terms no more favorable to such Person than the confidentiality agreement between Purchaser and the Company is to Purchaser. (b) The Company will notify Purchaser orally within twenty-four hours and in writing (within three (3) calendar days) of receipt of any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions non-public information that could reasonably be expected to lead to an Acquisition Proposal, or negotiations any inquiry with respect to or that could reasonably be expected to lead to an Acquisition Proposal, including, in each case, the identity of the Person making such Acquisition Proposal, request or inquiry and the terms and conditions thereof, and shall provide to Purchaser any written materials received by the Company or any of its Subsidiaries in connection therewith. The Company will keep Purchaser informed of any developments with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, request or inquiry promptly orally (within one (1) calendar day) and in writing (ivwithin three (3) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24calendar days) hours) of upon the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms occurrence thereof).

Acquisition Proposals. (ad) From Simplicity agrees that it shall, and shall direct and use its reasonable best efforts to cause its Affiliates to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the date hereof until possibility or consideration of any Acquisition Proposal (as defined below), and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, including by requesting the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements other party to promptly return or arrangements destroy any Confidential Information previously furnished by or on behalf of such Stockholder Simplicity thereunder and by specifically enforcing the terms thereof in a court of competent jurisdiction. Immediately following the execution and delivery of this Agreement, Simplicity shall block all access to the electronic data room maintained in connection with any Person (this Agreement and the Transactions, to all Persons other than the Company, Parent, Merger Sub or Simplicity and HomeStreet and their respective Representatives) regarding any proposal. From the date of this Agreement through the Effective Time or the valid termination of this Agreement, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Simplicity shall not, and shall cause its Affiliates and Representatives not to, directly or indirectlyindirectly through another Person, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (Bi) solicit, initiate, knowingly facilitate initiate or knowingly encourage (including by way of furnishing non-public information or responding assistance), or take any other action designed to any communication) facilitate or that is likely to result in, any inquiries regarding, or the making, announcement or submission making of any proposal or offer that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected likely to lead to, any Acquisition Proposal, (iiiii) shall immediately notify Parent provide any Confidential Information or its Representatives in writing of such Stockholder’s receipt of data to any Acquisition Proposal or any request for discussions or negotiations with respect Person relating to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such (iii) participate in any discussions or negotiations regarding any Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligations of any Person other than HomeStreet or its Affiliates, (v) approve or recommend, propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement related to any event within twenty-four (24) hours) Acquisition Proposal or propose to do any of the status foregoing, or (vi) make or authorize any statement, recommendation or solicitation (whether publicly or otherwise) in support of any Acquisition Proposal, or otherwise that suggests or recommends a material modification to, or the abandonment or termination of, this Agreement or the Transactions (any such statement, a “Change in Recommendation”); provided, however, that prior to the Simplicity Meeting, and subject to the provisions of this Section 6.10, if the Simplicity Board determines in good faith, after consulting with its outside legal and financial advisors, that the failure to consider the Acquisition Proposal received by such Stockholder (including would breach, or would reasonably be expected to result in a breach of, the content and status Simplicity Board’s fiduciary duties under applicable law, Simplicity may, in response to a bona fide, written Acquisition Proposal not solicited in violation of all material discussions and communications this Section 6.10(a) that the Simplicity Board determines in respect thereof and any change or proposed change to the terms thereof).good faith constitutes a Superior AGREEMENT AND PLAN OF MERGER BETWEEN HOMESTREET, INC. AND SIMPLICITY BANCORP, INC. EXECUTION VERSION 65

Acquisition Proposals. (a) From Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. (New York time) on the 28th day after the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective directors, officers, employees, controlled Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”), shall have the right to: (i) initiate, solicit and encourage any inquiry or the making of any proposals or offers that constitute Acquisition Proposals, including by way of providing access to non-public information to any Persons pursuant to confidentiality agreements entered into after the date hereof until on terms that are no less favorable in the termination aggregate to the Company than those contained in the Confidentiality Agreement (it being understood that, notwithstanding the terms of the Confidentiality Agreement, such confidentiality agreements need not prohibit the submission of Acquisition Proposals or amendments thereto to the Company Board in confidence) or, to the extent applicable, pursuant to confidentiality agreements entered into before the date of this Agreement (it being understood that the Company Board shall have the right to waive any prohibition with respect to submission of Acquisition Proposals or amendments thereto in accordance with Section 5.1 effect prior to the date hereof); provided that the Company shall promptly (and, each Stockholder in any event, within forty-eight (i48) shall terminate all soliciting activities, discussions, negotiations, agreements hours) make available to Parent and Merger Sub any material non-public information concerning the Company or arrangements by or on behalf of such Stockholder with its Subsidiaries that is provided to any Person (other than the Company, Parent, given such access which was not previously made available to Parent or Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, Sub; and (ii) shall not, and shall cause its Representatives not to, directly engage or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, with any Persons or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge groups of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations Persons with respect to any Acquisition Proposal, and provide Parent Proposals or otherwise cooperate with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (or assist or participate in any event within twenty-four (24) hours) of the status of or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)Proposals.

Acquisition Proposals. (a) From Except as otherwise expressly contemplated by this Section 8.4, the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Company shall not, and nor shall cause it authorize or permit any of its Representatives not to, directly or indirectly, (Ai) conduct solicit or engage ininitiate, enter intoor knowingly encourage, continue induce or otherwise facilitate (including by way of providing information) any Alternative Transaction Proposal or any inquiry or proposal that constitutes or may reasonably be expected to result in an Alternative Transaction Proposal, (ii) participate in any discussions or negotiations withwith any Person regarding, or furnish any information or data to, to any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing any non-public information with respect to, or responding cooperate in any way with any Person (whether or not a Person making an Alternative Transaction Proposal) with respect to any communication) Alternative Transaction Proposal or any inquiries regarding, inquiry or the making, announcement or submission of any proposal or offer that constitutes, or would may reasonably be expected to lead to, result in an Acquisition Alternative Transaction Proposal, (Ciii) approve or recommend any Alternative Transaction Proposal, (iv) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement or other similar agreement related to any Alternative Transaction Proposal (an “Acquisition Agreement”) or (v) enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder. The Company shall, and shall cause its Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations (whether bindingif any) with any Person conducted heretofore with respect to any Alternative Transaction Proposal, or any inquiry or proposal that may reasonably be expected to result in an Alternative Transaction Proposal, request the prompt return or destruction of all confidential information previously furnished and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representatives. Notwithstanding the foregoing, if in response to an unsolicited bona fide written Alternative Transaction Proposal, which did not result from any breach of this Section 8.4, the Company Board or any committee thereof determines in good faith (after consultation with its outside legal and financial advisors) that such Alternative Transaction Proposal is, or is reasonably likely to result in, a Superior Proposal, then the Company may, subject to compliance with Section 8.4(e), prior to (but not after) the receipt of the Company Stockholder Approval: (x) furnish information (including non-binding, conditional or otherwisepublic information) with respect to the Company and the Company Subsidiaries to the Person making such Alternative Transaction Proposal (and its Representatives) pursuant to an Acquisition Acceptable Confidentiality Agreement; provided, that a copy of all such information not previously provided to Parent (or its Representatives) (together with a copy of the Alternative Transaction Proposal) is provided to Parent substantially concurrently with the time it is provided to such Person, or approve, endorse or recommend any Acquisition Proposal or and (Dy) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition the Person making such Alternative Transaction Proposal (and its Representatives) regarding the terms of such Alternative Transaction Proposal; provided, and that the Company shall within 24 hours provide Parent with copies a written summary of all documents the discussions and other written communications received negotiations with respect to the Alternative Transaction Proposal. The Company agrees that neither it nor any of the Company Subsidiaries shall terminate, waive, amend, modify or fail to enforce any existing standstill or confidentiality obligations (if any) owed by any Person to the Company or the Company Subsidiaries, in each case, except to the extent necessary to permit the Company to take an action it is otherwise permitted to take under this Section 8.4(a)(x) or (y) in full compliance with such provision; provided, that the Company (on behalf of itself and the Company Subsidiaries) hereby waives any such standstill obligation to the extent necessary to permit a Person otherwise covered by such Stockholder setting forth standstill to submit a confidential unsolicited bona fide written Alternative Transaction Proposal to the terms and conditions Company Board. For purposes of such Acquisition Proposalclarification, and the taking of any of the actions contemplated by clause (ivx) or (y) of this Section 8.4(a) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change be deemed not to the terms thereof)be an Adverse Recommendation Change.

Acquisition Proposals. (a) From the date hereof until the termination of So long as this Agreement remains in accordance with Section 5.1 hereofeffect, each Stockholder (i) shall terminate all soliciting activitiesexcept as otherwise expressly permitted by this Agreement, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) RBI shall not, and shall not authorize, permit or cause its Representatives not any RBI Subsidiary and their respective officers, directors, or employees or any investment bankers, financial advisors, attorneys, accountants, consultants, agents or other representative retained by RBI or any RBI Subsidiary (collectively, the “RBI Representatives”) to, directly or indirectly, : (A) conduct or engage ininitiate, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate induce or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regardinginformation), or take any action to facilitate the makingmaking of, announcement any inquiry, offer or submission of any proposal or offer that constitutes, relates or would could reasonably be expected to lead to, 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 RBI or any RBI 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 RBI or any RBI Subsidiary is a party; or (F) enter into any agreement, agreement (whether bindingin principle, non-bindingletter of intent or similar instrument, conditional or otherwise) including any exclusivity agreement, with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, approve or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking resolve to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of approve any Acquisition Proposal or any request for discussions agreement, agreement in principle, letter of intent or negotiations similar instrument relating to an Acquisition Proposal. Any violation of the foregoing restrictions by RBI or any RBI Representative, whether or not such RBI Representative is so authorized and whether or not such RBI Representative is purporting to act on behalf of RBI or otherwise, shall be deemed to be a breach of this Agreement by RBI. RBI and each RBI Subsidiary shall, and shall cause each of the RBI Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Acquisition Proposal. Notwithstanding the foregoing, prior to the approval of the Agreement and the Merger by RBI’s stockholders at the RBI Common Stockholders’ Meeting, RBI may respond to an inquiry, furnish nonpublic information regarding RBI and the RBI Subsidiaries to, or enter into discussions with, any Person in response to an unsolicited Acquisition Proposal that is submitted to RBI by such Person (and not withdrawn) if (A) RBI’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 Xxxxxxx Financial Advisors, Inc., that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (as defined below), (B) RBI has not violated any of the restrictions set forth in this Section 5.7(a)(ii), (C) RBI’s board of directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel and the advice of Xxxxxxx Financial Advisors, Inc., that such action is required in order for the board of directors to comply with its fiduciary obligations under applicable law, and (D) at least two Business Days prior to furnishing any nonpublic information to, or entering into discussions with, such Person, RBI provides OLB written notice of the identity of such Person and of RBI’s intention to furnish nonpublic information to, or enter into discussions with, such Person and RBI 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 RBI. RBI shall promptly provide to OLB any non-public information regarding RBI or any RBI 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. RBI 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, RBI or any RBI Representatives, in each case in connection with any Acquisition Proposal, and provide Parent with copies such notice shall indicate the name of all documents the Person initiating such discussions or negotiations or making such proposal, offer or information request and other written communications received by such Stockholder setting forth the material terms and conditions of any proposals or offers (and, in the case of written materials relating to such Acquisition Proposalproposal, and offer, information request, negotiations or discussion, providing copies of such materials (iv) including e-mails or other electronic communications)). RBI agrees that it shall keep Parent informed OLB informed, on a reasonably prompt and current basis (in any event within twenty-four (24) hours) basis, of the status and terms of any such Acquisition Proposal received by such Stockholder proposal, offer, information request, negotiations or discussions (including any amendments or modifications to such proposal, offer or request). RBI further agrees that it will provide OLB with the content and status of all material discussions and communications in respect thereof and any change or proposed change opportunity to present its own proposal to the terms thereof)RBI 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. (a) From Each of the date hereof until the termination Company and Parent agrees that, except as expressly contemplated by this Agreement, it and each of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) shall its Subsidiaries will not, and it shall direct and use its commercially reasonable best efforts to cause its and its Subsidiaries' officers, directors, employees, investment bankers, attorneys, accountants, financial advisors, agents or other representatives (collectively, with respect to each of the Company and Parent, such Person's "REPRESENTATIVES") not to, directly or indirectly, initiate, solicit, knowingly encourage or otherwise knowingly facilitate any inquiries or the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, scheme of arrangement or similar transaction involving the Company or Parent, or any purchase (pursuant to a new issuance, tender offer, takeover bid or otherwise) of, or offer to purchase, 20% or more of the voting securities of the Company or Parent, as the case may be, or any business that constitutes 20% or more of such Person's consolidated net revenues, net income or shareholders' funds (as reflected on the Company 2000 Financial Statements or Parent 2000 Financial Statements, as applicable) (any such proposal or offer being hereinafter referred to as an "ACQUISITION PROPOSAL"). Each of the Company and Parent further agrees that neither it nor any of its Subsidiaries shall, and that it shall direct and use its commercially reasonable best efforts to cause its and its Subsidiaries Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in have any discussions with or negotiations with, or furnish provide any confidential information or data to, to any Person that is seeking relating to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal with respect to it, engage in any negotiations concerning an Acquisition Proposal with respect to it, otherwise knowingly facilitate any effort or otherwise take attempt to make or implement an Acquisition Proposal with respect to it, or enter into any agreement with respect to any Acquisition Proposal with respect to it; provided, however, that nothing contained in this Agreement shall prevent either the Company or Parent or its respective board of directors from (i) making any disclosure to its shareholders if, in the good faith judgment of its board of directors, failure so to disclose would be inconsistent with its obligations under applicable Law, the listing rules of the NYSE, the UKLA or the City Code on Takeovers and Mergers (the "CITY CODE"); provided, however, that it shall use commercially reasonable best efforts to notify the other party of such actions obligation and the substance of the planned disclosure as promptly as practicable (and in connection any event prior to making any such disclosure); (ii) prior to the Company Shareholder Meeting or the Parent Shareholder Meeting, respectively, discussing or negotiating with or for furnishing information to any Person who has made a bona fide unsolicited written Acquisition Proposal which did not, directly or indirectly, result from or follow a breach by the purpose Company or Parent, respectively, of encouraging this Section 6.3(a); provided, that, unless and solely to the extent otherwise expressly required by the U.K. Panel on Takeovers and Mergers pursuant to the City Code (after Parent shall have used its commercially reasonable best efforts to defeat or facilitating narrow such requirement) in the case of Parent, no information shall be furnished to any Person unless such Person shall have entered into a confidentiality agreement with the Company or Parent, as the case may be, containing terms and conditions of substantially the same effect as those of the Confidentiality Agreement; or (iii) recommending (but only at a time that is after the fifth Business Day following the other party's receipt of written notice advising such other party that such board of directors is prepared to recommend a Superior Proposal) such an Acquisition ProposalProposal to its shareholders, if and only to the extent that, in the case of actions referred to in clause (Bii) solicitor clause (iii), initiatesuch Acquisition Proposal is or, knowingly facilitate or knowingly encourage in the case of clause (including by way of furnishing non-public information or responding to any communicationii) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead toresult in, an Acquisition Proposala Superior Proposal and the board of directors of the Company or Parent, as applicable, determines in good faith, after consultation with outside legal counsel, that failure to do so (Cand, in the case of clause (ii), failure to continue to do so) enter into any agreement (whether bindingwould be inconsistent with their fiduciary duties under applicable Law. For purposes of this Agreement, non-bindinga "SUPERIOR PROPOSAL" means in respect of the Company or Parent, conditional or otherwise) with respect to an Acquisition Proposalas applicable, or approve, endorse or recommend any Acquisition Proposal or by a third party (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Personx) that has madewould, if consummated, be more favorable than the Merger to its shareholders, in the good faith judgment of such party's board of directors, after consultation with its financial advisors, and (y) which the board of directors of such Party determines in its good faith judgment to constitute a transaction that is seeking to makereasonably capable of being consummated on the terms set forth, has informed taking into account all legal, financial, regulatory and other aspects of such proposal. Each of the Company or such Stockholder of Parent agrees that it will immediately cease and cause to be terminated any intention to makeexisting activities, discussions or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent negotiations by it or its Representatives in writing of such Stockholder’s receipt of with any Acquisition Proposal Person other than Parent or any request for discussions or negotiations the Company, respectively, conducted heretofore with respect to any Acquisition Proposal. Each of the Company and Parent also agrees that it will (q) if it has not already done so, and provide Parent promptly request each Person, if any, that has heretofore executed a confidentiality agreement within the 12 months prior to the date hereof in connection with copies its consideration of any potential Acquisition Proposal to return or destroy all documents and other written communications received confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries; (r) promptly notify all Persons with whom it has a continuing standstill or similar agreement pursuant to which any third party is authorized to make any Acquisition Proposal that it is withdrawing any such Stockholder setting forth the terms and conditions of such Acquisition Proposal, authorization; and (ivs) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of take all commercially reasonable actions necessary to enforce the status provisions of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change continuing confidentiality, standstill or proposed change to the terms thereof)similar agreement.

Acquisition Proposals. (a) From the date hereof until the termination The Company agrees that neither it nor any of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements its Subsidiaries nor any of its or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) shall notits Subsidiaries' officers and directors shall, and that it shall cause its Representatives and its Subsidiaries' employees, agents and other representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (A) conduct or engage ininitiate, enter intosolicit, continue encourage or otherwise participate facilitate any inquiries or the making of any proposal or offer with respect to a merger, tender offer, reorganization, share exchange, consolidation or similar transaction involving, or any purchase of all or substantially all of the assets or any equity securities of, it or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor any of its Subsidiaries nor any of its or its Subsidiaries' officers and directors shall, and that it shall cause its and its Subsidiaries' employees, agents and representatives not to, directly or indirectly, engage in any discussions or negotiations withconcerning, or furnish provide any confidential information or data to, or have any discussions with, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect relating to an Acquisition Proposal, or approveotherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, endorse however, that nothing contained in this Agreement shall prevent either the Company or recommend any of its representatives or the Board of Directors of the Company from (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal or otherwise complying with the Exchange Act; (B) providing information in response to a request therefor by a Person who has made an unsolicited Acquisition Proposal; (C) engaging in any negotiations or discussions with any Person who has made an unsolicited Acquisition Proposal or otherwise facilitating any effort or attempt to implement an Acquisition Proposal; or (D) knowingly cooperate withrecommending such an Acquisition Proposal to the stockholders of the Company, assistif, and only to the extent that, in each such case referred to in clause (B), (C) or participate (D) above, the Board of Directors of the Company determines either (x) upon advice of outside legal counsel that the failure to take such action would constitute a breach of the directors' fiduciary duties under applicable law or (y) that such Acquisition Proposal contains terms such that if an agreement relating to such Acquisition Proposal were entered into it would be, in any effort bythe aggregate, more favorable to the Company, taking into account, at the sole discretion of the Board of Directors of the Company, any Person of the matters described in Section 4.5 of the articles of incorporation of the Company, than the transactions contemplated by this Agreement (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any more favorable Acquisition Proposal or being referred to as a "Superior Proposal"). The Company agrees that it will immediately cease and cause to be terminated any request for existing discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal; it being understood that any Acquisition Proposal made prior to the date hereof may, if made at any time after the date hereof, be deemed a Superior Proposal, if it would otherwise fulfill the requirements for being deemed a Superior Proposal hereunder. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 7.2. The Company will, within forty-eight hours of receipt of an Acquisition Proposal that would be reasonably likely to result in a Superior Proposal, notify Parent of the receipt and terms of such proposal, including the identity of the offeror, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall will keep Parent reasonably informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Proposal. The Company also agrees that as soon as reasonably practicable after the date hereof it will request the return of confidential information from any Person previously receiving such information in connection with such Person's consideration of a potential Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)Proposal.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) CFB shall not, and shall cause Columbus First Bank and its Representatives respective Representatives, not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicitmaintain, initiate, knowingly facilitate solicit or knowingly encourage (including by way of furnishing non-public information or responding assistance), or take any other action to any communication) facilitate, any inquiries regarding, or the making, announcement or submission making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably may be expected to lead to, any Acquisition Competing Proposal, (iii) or enter into or maintain discussions or negotiate with any Person in furtherance of or relating to such inquiries or to obtain a Competing Proposal, or agree to or endorse any Competing Proposal, or authorize or permit any Representative of CFB or Columbus First Bank to take any such action, and CFB shall immediately use its reasonable best efforts to cause the Representatives of CFB not to take any such action, and CFB shall promptly notify Parent LCNB if any such inquiries or its Representatives in writing proposals are made regarding a Competing Proposal, and CFB shall keep LCNB informed, on a current basis, of such Stockholder’s receipt the status and terms of any Acquisition Proposal such proposals; provided, however, that prior to CFB Shareholder Adoption, nothing contained in this Section shall prohibit CFB from, in connection with a Superior Competing Transaction, furnishing information to, or any request for entering into discussions or negotiations with respect with, any Person that makes an unsolicited bona fide proposal to any Acquisition Proposalacquire CFB and/or Columbus First Bank pursuant to a merger, consolidation, share exchange, business combination or other similar transaction if, and provide Parent only to the extent that, (A) the CFB Board, after consultation with copies and based upon the advice of all documents independent legal counsel, determines in good faith that such action is reasonably required for the CFB Board to comply with its fiduciary duties to shareholders imposed by OGCL, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such Person, CFB provides written notice to LCNB to the effect that it is furnishing information to, or entering into discussions or negotiations with, such Person, (C) prior to furnishing such information to such Person, CFB receives from such Person an executed confidentiality agreement with terms no less favorable to CFB than those governing confidentiality between LCNB and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition ProposalCFB, and (ivD) shall keep Parent informed CFB keeps LCNB informed, on a reasonably prompt and current basis (in any event within twenty-four (24) hours) basis, of the status and details of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)negotiations.

Acquisition Proposals. (a) From the date hereof until the termination of So long as this Agreement remains in accordance with Section 5.1 hereofeffect, each Stockholder (i) shall terminate all soliciting activitiesexcept as otherwise expressly permitted by this Agreement, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) PBI shall not, and shall not authorize, permit or cause its Representatives not any PBI Subsidiary and their respective officers, directors, or employees or any investment bankers, financial advisors, attorneys, accountants, consultants, agents or other representative retained by PBI or any PBI Subsidiary (collectively, the “PBI Representatives”) to, directly or indirectly, : (A) conduct or engage ininitiate, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate induce or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regardinginformation), or take any action to facilitate the makingmaking of, announcement any inquiry, offer or submission of any proposal or offer that constitutes, relates or would could reasonably be expected to lead to, 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 HBI) any information or data with respect to PBI or any PBI 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 PBI or any PBI Subsidiary is a party; or (F) enter into any agreement, agreement (whether bindingin principle, non-binding, conditional letter of intent or otherwise) similar instrument with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, approve or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking resolve to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of approve any Acquisition Proposal or any request for discussions agreement, agreement in principle, letter of intent or negotiations similar instrument relating to an Acquisition Proposal. Any violation of the foregoing restrictions by PBI or any PBI Representative, whether or not such PBI Representative is so authorized and whether or not such PBI Representative is purporting to act on behalf of PBI or otherwise, shall be deemed to be a breach of this Agreement by PBI. PBI and each PBI Subsidiary shall, and shall cause each of the PBI Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Acquisition Proposal. Notwithstanding the foregoing, prior to the approval of the Agreement and the Merger by PBI’s stockholders at the PBI Common Stockholders’ Meeting, PBI may respond to an inquiry, furnish nonpublic information regarding PBI and the PBI Subsidiaries to, or enter into discussions with, any Person in response to an unsolicited Acquisition Proposal that is submitted to PBI by such Person (and not withdrawn) if (A) PBI’s board of directors determines in good faith, after consultation with and having considered the advice of its outside legal counsel and its independent financial advisor, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (as defined below), (B) PBI has not violated any of the restrictions set forth in this Section 5.7(a)(ii), (C) PBI’s board of directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel and financial advisor, that such action is required in order for the board of directors to comply with its fiduciary obligations under applicable law, and (D) at least two Business Days prior to furnishing any nonpublic information to, or entering into discussions with, such Person, PBI provides HBI written notice of the identity of such person and of PBI’s intention to furnish nonpublic information to, or enter into discussions with, such Person and PBI 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 PBI. PBI shall promptly provide to HBI any non-public information regarding PBI or any PBI Subsidiary provided to any other Person that was not previously provided to HBI, such additional information to be provided no later than the date of provision of such information to such other Person. PBI shall promptly (and in any event within 24 hours) notify HBI 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, PBI or any PBI Representatives, in each case in connection with any Acquisition Proposal, and provide Parent with copies such notice shall indicate the name of all documents the Person initiating such discussions or negotiations or making such proposal, offer or information request and other written communications received by such Stockholder setting forth the material terms and conditions of any proposals or offers (and, in the case of written materials relating to such Acquisition Proposalproposal, and offer, information request, negotiations or discussion, providing copies of such materials (iv) including e-mails or other electronic communications). PBI agrees that it shall keep Parent informed HBI informed, on a reasonably prompt and current basis (in any event within twenty-four (24) hours) basis, of the status and terms of any such Acquisition Proposal received by such Stockholder proposal, offer, information request, negotiations or discussions (including any amendments or modifications to such proposal, offer or request). PBI further agrees that it will provide HBI with the content and status of all material discussions and communications in respect thereof and any change or proposed change opportunity to present its own proposal to the terms thereof)PBI board of directors in response to any such proposal or offer, and negotiate with HBI in good faith with respect to any such proposal.

Acquisition Proposals. (a) From the date hereof until the termination Without limiting any of such party’s other obligations under this Agreement in accordance with Section 5.1 hereofAgreement, each Stockholder of Linde and Praxair agrees that neither it nor any of its Subsidiaries nor any of their respective officers or directors (including any member of the Praxair Board or the Linde Boards) shall, and that it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ employees, agents and Representatives not to, directly or indirectly, (i) shall terminate all soliciting activitiesinitiate, discussionssolicit, negotiationspropose, agreements knowingly encourage (including by way of furnishing information), facilitate or arrangements by induce any inquiries or on behalf the making, submission or announcement of such Stockholder with any Person (other than the Company, Parent, Merger Sub proposal or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish relating to any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with any inquiry, proposal or for the purpose of encouraging or facilitating offer that could reasonably be expected to lead to an Acquisition Proposal, (Biii) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public provide any information or responding data to any communication) Person in relation to an Acquisition Proposal or any inquiries regardinginquiry, or the making, announcement or submission of any proposal or offer that constitutes, or would could reasonably be expected to lead to, to an Acquisition Proposal, (Civ) enter into any agreement (whether binding, non-binding, conditional approve or otherwise) with respect to an Acquisition Proposalrecommend, or approve, endorse propose publicly to approve or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead torecommend, any Acquisition Proposal, (iiiv) shall immediately notify Parent approve or its Representatives recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in writing principle, merger agreement, acquisition agreement, business combination agreement, option agreement or other similar agreement (any of such Stockholder’s receipt the preceding in this clause (v), an “Alternative Acquisition Agreement”) or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal or (vi) otherwise facilitate any request for discussions effort or negotiations with respect attempt to any make an Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication Coast agrees that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) it shall not, and shall cause its Representatives Subsidiaries and its and its Subsidiaries' officers, directors, agents, advisors and affiliates not to, directly solicit or indirectlyencourage inquiries or proposals with respect to, or engage in any negotiations concerning, or provide any confidential information to, or have any discussions with, any person relating to, any Acquisition Proposal or waive any provision of or amend the terms of the Coast Rights Agreement in respect of an Acquisition Proposal; provided, however, that nothing in this Agreement shall (x) require the Coast Board to recommend stockholder approval of the Merger following an Acquisition Proposal, (Ay) conduct prevent Coast or engage in, enter into, continue or otherwise participate the Coast Board from (i) engaging in any discussions or negotiations with, or furnish providing any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person or (ii) recommending such an unsolicited bona fide written Acquisition Proposal to the holders of Coast Common Stock or (z) prevent Coast from waiving any provision of or amending the terms of the Coast Rights Agreement in respect of an Acquisition Proposal, if and only if, with respect to the actions described in clause (x), (y) or (z), as applicable, (A) the Coast Board concludes in good faith that the Acquisition Proposal, if consummated, would result in a transaction more favorable to holders of Coast Common Stock than the transaction contemplated by this Agreement; (B) the Coast Board determines in good faith based upon the advice of outside counsel that such action is legally necessary for it to act in a manner consistent with its fiduciary duties under applicable law; and (C) prior to providing any information or data toto any person or entering into discussions or negotiations with any Person, the Coast Board notifies Ahmanson immediately of such inquiries, proposals or offers received by, any Person that is seeking such information requested from, or any such discussions or negotiations sought to makebe initiated or continued with Coast or any Subsidiary thereof. Coast shall immediately cease and cause to be terminated any activities, has made or, discussions or negotiations conducted prior to the knowledge date of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection this Agreement with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding any parties other than Ahmanson with respect to any communication) of the foregoing and shall use its reasonable best efforts to enforce any inquiries regarding, confidentiality or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any similar agreement (whether binding, non-binding, conditional or otherwise) with respect relating to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or . Coast shall promptly (Dwithin 24 hours) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed advise Ahmanson following the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt by Coast of any Acquisition Proposal or and the substance thereof (including the identity of the person making such Acquisition Proposal), and advise Ahmanson of any request for discussions or negotiations developments with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including immediately upon the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms occurrence thereof).

Acquisition Proposals. (a) From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Section 5.1 hereofARTICLE VIII, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Seller shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly, (Aa) conduct entertain, solicit, initiate, or knowingly encourage or knowingly induce or knowingly facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer constituting or that could reasonably be expected to lead to an Acquisition Proposal, (b) furnish any nonpublic information regarding Seller or the Business to any Person in connection with or in response to an Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, (c) engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, with any Person that is seeking with respect to make, has made or, to the knowledge of such Stockholder, is considering making an any Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposalany proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal inquiry or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition ProposalProposal (other than to state that they currently are not permitted to have discussions), or (d) approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate withany proposal, assist, inquiry or participate in any effort by, any Person (or any Representative of a Person) offer that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would could reasonably be expected to lead to, any to an Acquisition Proposal, (iiie) shall immediately notify Parent make or its Representatives authorize any public statement, recommendation or solicitation in writing of such Stockholder’s receipt support of any Acquisition Proposal or any request for discussions proposal, inquiry or negotiations offer that could reasonably be expected to lead to an Acquisition Proposal or (f) enter into any letter of intent or agreement in principle or any Contract providing for, relating to or in connection with respect to any Acquisition ProposalProposal or any proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).

Acquisition Proposals. (a) From the date hereof of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with Section 5.1 hereofits terms, each Stockholder the Company shall not, nor shall it permit any Company Subsidiary to, nor shall it permit any Company Representative to, directly or indirectly, (i) shall terminate all soliciting activitiesinitiate, discussionssolicit, negotiationspropose, agreements encourage or arrangements take any other action to facilitate (including by way of furnishing information) any proposals, offers or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication inquiries that constitutesconstitute, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter intoengage, continue or otherwise participate in any discussions or negotiations withconcerning, or furnish provide any confidential information or data to, or have any discussions with, any Person that is seeking relating to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, to an Acquisition Proposal, (Ciii) approve or recommend or propose publicly to approve or recommend, any Acquisition Proposal, (iv) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into into, any letter of intent, agreement (whether bindingin principle, non-bindingmerger agreement, conditional acquisition agreement, option agreement or otherwise) with respect other similar agreement relating to any Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, or approve(v) make or authorize any statement, endorse propose publicly or recommend resolve, propose or agree to do any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with respect foregoing relating to any Acquisition Proposal. Notwithstanding the foregoing, and provide Parent with copies the Company may contact any Person who has made, or proposes to make, an Acquisition Proposal solely to request clarification of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).

Acquisition Proposals. (a) WHG represents and warrants that it has terminated any discussions or negotiations relating to, or that may reasonably be expected to lead to, any Acquisition Proposal (as defined below). From and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofAgreement, each Stockholder WHG shall not, nor shall it permit any Wholly Owned Subsidiary to, nor shall it authorize or permit any officer, director, employee, agent, advisor or representative of WHG or any Wholly Owned Subsidiary or any person designated by WHG or any Wholly Owned Subsidiary to serve as a director or member of a venturers' committee of any Partially-Owned Subsidiary to, directly or indirectly (i) shall terminate all soliciting activitiessolicit, discussionsinitiate or encourage the submission of, negotiationsany inquiries, agreements proposals or arrangements by or on behalf of such Stockholder with offers from any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected person relating to lead to, an Acquisition Proposal, (ii) shall notenter into any agreement with respect to any Acquisition Proposal, and shall cause its Representatives not toor (iii) enter into, directly or indirectly, (A) conduct or engage in, enter intoor participate or continue in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any person any information or data with respect to, or take any Person that is seeking other action to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition ProposalProposal (provided, however, that for purposes of this Section 9.1(a), WHGI shall be considered a Partially-Owned Subsidiary and not a Wholly Owned Subsidiary). Notwithstanding anything to the contrary in this Agreement, WHG may (iiiA) shall immediately notify Parent furnish information to, or its Representatives participate in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with, any person or entity that makes or expresses a bona fide intention to make an unsolicited proposal to acquire WHG and/or any WHG Subsidiary pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction if the Board of Directors of WHG determines, based on the written advice of its outside legal counsel (the "WHG Legal Counsel"), that such action is necessary in order to comply with the directors' fiduciary duties to the stockholders of WHG under applicable law; provided, however, that prior to WHG's furnishing such information or participating in such discussions or negotiations, such person or entity shall have executed a confidentiality and standstill agreement with WHG having terms substantially similar to those contained in those certain letter agreements, dated August 1, 1997 between (i) PAHOC and WHG (the "PAHOC/WHG Confidentiality Agreements") and (ii) Patriot and WHG (the "Patriot/WHG Confidentiality Agreements") (collectively, the "Confidentiality Agreements"), relating to the provision of Evaluation Material (as defined in the Confidentiality Agreements) by WHG to PAHOC and Patriot, respectively, and (B) comply with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with respect to any an Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).

Acquisition Proposals. (a) From the execution of this Agreement until the earlier to occur of (x) the date hereof until of the termination of this Agreement in accordance with its terms and (y) the Effective Time, except as expressly permitted by Section 5.1 hereof5.02(b), each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers and employees not to, and the Company shall use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives not to, directly or indirectly, (Ai) conduct solicit, initiate, knowingly encourage, or engage inknowingly facilitate any Acquisition Proposal or any inquiry, expression of interest, proposal, offer or request for information that would reasonably be expected to lead to or result in an Acquisition Proposal, or the making or consummation thereof, (ii) other than to inform any Person of the existence of the provisions contained in this Section 5.02, enter into, continue continue, or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information in connection with, or furnish enter into any information Contract or data other agreement or understanding with respect to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions any inquiry, expression of interest, proposal, offer or request for information that would reasonably be expected to lead to or result in connection an Acquisition Proposal, or (iii) resolve or agree to do any of the foregoing. From and after the execution of this Agreement, the Company shall, and shall cause its Subsidiaries and direct its and their respective Representatives to (A) immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry, expression of interest, proposal, offer or request for the purpose of encouraging information that would reasonably be expected to lead to or facilitating result in an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including terminate access by way of furnishing non-public information or responding any other Person to any communicationphysical or electronic data room or other access to data or information of the Company, in each case relating to or in connection with, any Acquisition Proposal or any potential Acquisition Proposal, (C) request the prompt return or destruction of all information provided to any inquiries regardingother Person prior to the date of this Agreement in connection with any inquiry, expression of interest, proposal, offer or the making, announcement or submission of any proposal or offer request for information that constitutes, or would reasonably be expected to lead toto or result in an Acquisition Proposal and (D) enforce, and not waive or modify, the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any Acquisition Proposal or any potential Acquisition Proposal, including any standstill provisions contained therein (provided that, in the case of clause (D), if the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the Board of Director’s fiduciary duties to the shareholders of the Company under applicable Law, the Company may waive any such standstill provision solely to the extent necessary to permit a third party to make, on a confidential basis to the Board of Directors of the Company, an Acquisition Proposal, conditioned upon such third party agreeing that the Company shall not be prohibited from providing any information to Parent (C) enter into including regarding any agreement (whether binding, non-binding, conditional or otherwise) with respect to an such Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate in accordance with, assistand otherwise complying with, this Section 5.02). It is agreed that (1) any violation of the restrictions set forth in this Section 5.02(a) by any officer, director or participate in employee of the Company or any effort byof its Subsidiaries shall constitute a breach of this Section 5.02 by the Company and (2) any inquiry, expression of interest, proposal, offer or request that results from any Person (or violation of the foregoing restrictions by any Representative of a Person) that has made, is seeking to make, has informed the Company or any of its Subsidiaries (other than such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, Representatives included in the foregoing clause (iii1)) shall immediately notify be deemed to be not in compliance with this Section 5.02. The Company hereby releases Parent or from its Representatives obligation to comply with the standstill provisions contained in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, its Confidentiality Agreement from and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth after the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)date hereof.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofThe Company shall not, each Stockholder shall cause its Subsidiaries not to, and shall instruct its Representatives not to: (i) shall terminate all soliciting activitiesinitiate, discussionssolicit, negotiationsknowingly encourage or knowingly facilitate any inquiry with respect to, agreements or arrangements by the making, submission or on behalf announcement of such Stockholder any Acquisition Proposal, (ii) engage in negotiations with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for informationSub, or other communication any designees of Parent or Merger Sub) with respect to any Acquisition Proposal or any inquiry or proposal that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or (iii) provide any non-public information to any Person (other than Parent, Merger Sub, or any designees of Parent or Merger Sub) in connection with any Acquisition Proposal or any inquiry or proposal that could reasonably be expected to lead to an Acquisition Proposal, (iv) approve, endorse or recommend or propose to approve, endorse or recommend any Acquisition Proposal, or any Person becoming an “interested stockholder” of the Company as defined in Section 203 of the DGCL, (v) enter into any letter of intent or agreement in principle or any agreement providing for any Acquisition Proposal (except for confidentiality agreements permitted under Section 5.3(b)), or (Dvi) knowingly cooperate with, assistresolve to do, or participate in agree or publicly announce an intention to do any effort byof the foregoing. The Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Merger Sub, or any Representative designees of a PersonParent or Merger Sub) that has made, is seeking with respect to make, has informed the Company any Acquisition Proposal or such Stockholder of any intention to make, inquiry or has publicly announced an intention to make, any proposal that constitutes, or would could reasonably be expected to lead to, any to an Acquisition Proposal, (iii) shall immediately notify Parent promptly terminate access granted to any third party or its Representatives in writing of such Stockholder’s receipt of to any Acquisition Proposal electronic data room maintained by the Company or any request for discussions or negotiations its Subsidiaries with respect to any Acquisition Proposalthe Contemplated Transactions and, and provide Parent with copies to the extent the Company has the right to do so, shall request the return or destruction of all documents confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person (and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hourshours following the date hereof). The Company and its Representatives 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 inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made or, to the Knowledge of the status of any such Company, is considering making an Acquisition Proposal received of the provisions of this Section 5.3. The Company agrees that if it (x) affirmatively permits any of its Representatives to take any action or (y) is made aware of an action by one of its Representatives and does not use its reasonable best efforts to exercise its available remedies to prohibit or terminate such Stockholder (including action and, in each case, such action would constitute a material breach of this Section 5.3 if taken by the content and status Company, then such action will be deemed to constitute a breach by the Company of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)this Section 5.3.

Acquisition Proposals. (a) From SDTB agrees that it shall, and shall direct and use its reasonable best efforts to cause its affiliates, directors, officers, employees, agents and representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant or other representative retained by it) (all of the date hereof until foregoing, collectively, "Representatives") to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the termination possibility or consideration of this Agreement in accordance with Section 5.1 hereofany Acquisition Proposal (as defined below), each Stockholder (i) shall terminate all soliciting activitiesand will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, discussions, negotiations, agreements including by requesting the other party to promptly return or arrangements destroy any confidential information previously furnished by or on behalf of such Stockholder with any Person (other than SDTB thereunder and by specifically enforcing the Companyterms thereof in a court of competent jurisdiction. From the date of this Agreement through the Effective Time, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) SDTB shall not, and shall cause its Representatives directors, officers or employees or any Representative retained by it not to, directly or indirectlyindirectly through another Person, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (Bi) solicit, initiate, knowingly facilitate initiate or knowingly encourage (including by way of furnishing non-public information or responding assistance), or take any other action designed to any communication) facilitate or that is likely to result in, any inquiries regarding, or the making, announcement or submission making of any proposal or offer that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected likely to lead to, any Acquisition Proposal, (iiiii) shall immediately notify Parent provide any confidential information or its Representatives in writing of such Stockholder’s receipt of data to any Acquisition Proposal or any request for discussions or negotiations with respect Person relating to any Acquisition Proposal, (iii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iv) waive, terminate, modify or fail to enforce any provision of any contractual "standstill" or similar obligations of any Person other than PPBI or its Affiliates, (v) approve or recommend, propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose to do any of 44 the foregoing, or (vi) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; provided, however, that prior to the date of the SDTB Meeting, if the SDTB Board determines in good faith, after consulting with its outside legal and provide Parent with copies financial advisors, that the failure to do so would breach, or would reasonably be expected to result in a breach of, the SDTB Board's fiduciary duties under applicable law, SDTB may, in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 6.07(a) that the SDTB Board determines in good faith constitutes a Superior Proposal (as defined below), subject to providing 48 hour prior written notice of its decision to take such action to PPBI and identifying the Person making the proposal and all documents and other written communications received by such Stockholder setting forth the material terms and conditions of such Acquisition Proposalproposal and compliance with Section 6.07(b), (1) furnish information with respect to itself to any Person making such a Superior Proposal pursuant to a customary confidentiality agreement (as determined by SDTB after consultation with its outside counsel) on terms no more favorable to such Person than the terms contained in the Confidentiality Agreement are to PPBI, and (iv2) shall keep Parent informed on participate in discussions or negotiations regarding such a reasonably prompt and current basis Superior Proposal. For purposes of this Agreement, the term "Acquisition Proposal" means any inquiry, proposal or offer, filing of any regulatory application or notice (whether in draft or final form) or disclosure of an intention to do any of the foregoing from any Person relating to any (w) direct or indirect acquisition or purchase of a business that constitutes 10% or more of the total revenues, net income, assets or deposits of SDTB, (x) direct or indirect acquisition or purchase of any class of Equity Securities representing 10% or more of the voting power of SDTB, (y) tender offer or exchange offer that if consummated would result in any event within twenty-four person beneficially owning 10% or more of any class of Equity Securities of SDTB or (24z) hours) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving SDTB, other than the Transaction contemplated by this Agreement. For purposes of this Agreement, the term "Superior Proposal" means any bona fide written proposal made by a third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 50% of the status combined voting power of the shares of SDTB Common Stock then outstanding or all or substantially all of SDTB's consolidated assets, which the SDTB Board determines in good faith, after taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any such Acquisition Proposal received break-up fees, expense reimbursement provisions and conditions to consummation), and after taking into account the advice of SDTB's financial advisor (which shall be a nationally recognized investment banking firm) and outside counsel, (i) is more favorable from a financial point of view to its shareholders than the Merger, (ii) is reasonably likely to be consummated on the terms set forth, and (iii) for which financing, to the extent required, is then committed or which, in the good faith judgment of the SDTB Board, is reasonably likely to be obtained by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)third party.

Acquisition Proposals. (a) From the date hereof until the termination Neither Theta nor Kappa will, nor will such Party permit any of this Agreement in accordance with Section 5.1 hereofits Subsidiaries to, each Stockholder nor will such Party authorize or permit any Representative of such Party or any of its Subsidiaries to, directly or indirectly, (i) shall terminate all soliciting activitiessolicit, discussionsinitiate, negotiations, agreements encourage or arrangements knowingly facilitate any inquiry or the making of any proposal or offer or any other effort or attempt (including by way of furnishing information) or on behalf of such Stockholder with take any Person (other than the Company, Parent, Merger Sub action designed to facilitate any inquiries or their respective Representatives) regarding any proposal, expression of interest, request for informationproposals regarding, or other communication that constitutes, or would which may reasonably be expected to lead to, an any Acquisition ProposalProposal (as defined below), (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to such Party or any of its Subsidiaries in connection with, or furnish take any information or data toother action to facilitate, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (Biii) solicitapprove or recommend, initiateor propose to approve or recommend, knowingly facilitate or knowingly encourage (including by way execute or enter into any letter of furnishing non-public information intent, memorandum of understanding, agreement or responding to any communication) any inquiries agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected is intended to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutesresult in, or would reasonably be expected to lead to, any Acquisition Proposal, or (iiiiv) shall immediately notify Parent propose or agree to do any of the foregoing. Immediately after the execution and delivery of this Agreement, each of Theta and Kappa will, and will cause its Subsidiaries and Affiliates and their respective Representatives in writing of such Stockholder’s receipt of to, cease and terminate any Acquisition Proposal or any request for existing activities, discussions or negotiations with any Person (other than another Party to this Agreement) conducted heretofore with respect to any possible Acquisition Proposal, and provide Parent with copies of where such activities, discussions or negotiations took place within six months prior to the date hereof, shall promptly request that all documents and other written communications received confidential information provided by such Stockholder setting forth the terms and conditions or on behalf of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (Party or any of its Subsidiaries to such Person in any event within twenty-four (24) hours) of the status of any connection with such possible Acquisition Proposal received by such Stockholder (including be returned or destroyed. For the content and status purpose of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).this Agreement, "

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) The Company shall not, and shall cause its Representatives Subsidiaries and its and its Subsidiaries’ directors, officers, and employees and shall direct and use reasonable best efforts to cause the attorneys, accountants, investment bankers and other advisors or representatives (collectively, “Representatives”) of the Company and its Subsidiaries not to, directly or indirectly, (Ai) conduct initiate, solicit or engage inknowingly induce or encourage or otherwise knowingly facilitate (including by providing non-public information relating to the Company and its Subsidiaries) any inquiries with respect to, enter intoor the making of, any Acquisition Proposal or any inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition Proposal, (ii) engage, continue or otherwise participate in any negotiations or discussions or negotiations withconcerning, or furnish provide access to its properties, books and records or any confidential or nonpublic information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with with, relating to or for the purpose of encouraging or facilitating an Acquisition ProposalProposal or any inquiry, (B) solicit, initiate, knowingly facilitate offer or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent approve, endorse or its Representatives in writing of such Stockholder’s receipt of recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal Proposal, or (iv) execute or enter into any request for discussions letter of intent, agreement in principle, merger agreement, acquisition agreement or negotiations with respect other similar written or oral agreement relating to any Acquisition Proposal, and provide the Company shall not resolve or agree to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representatives of the Company or any of its Subsidiaries shall be a breach of this Section 5.4(a). The Company shall, shall cause each of its Subsidiaries and internal Representatives to, and shall direct and use its best efforts to cause each of its external Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations or other activities with any Person (other than Parent and the Merger Subs) in connection with copies an Acquisition Proposal. The Company also agrees that it will promptly request each Person (other than Parent and the Merger Subs) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all documents and other written communications received confidential information furnished to such Person by such Stockholder setting forth or on behalf of it or any of its Subsidiaries prior to the date hereof in accordance with the terms and conditions of such Acquisition Proposalthe applicable confidentiality agreement, and shall terminate access to data rooms furnished in connection therewith. The Company shall promptly (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) notify Parent orally and in writing of the receipt by the Company or its Representatives of any inquiries, proposals or offers, any requests for information, or any requests for discussions or negotiations with the Company or any of its Representatives, in each case with respect to an Acquisition Proposal or any offer, inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal, which notice shall include a summary of the material terms and conditions of, and the identity of the Person making, such Acquisition Proposal, inquiry, proposal or offer, and copies of any such written requests, proposals or offers, including proposed agreements, and thereafter shall keep Parent reasonably informed, on a current basis (and in any event within twenty-four (24) hours), of any material developments regarding any Acquisition Proposals or any material change to the terms and status of any such Acquisition Proposal. The Company agrees that neither it nor any of its Subsidiaries shall terminate, waive, amend, release or modify any provision of any existing standstill or similar agreement to which it or one of its Subsidiaries is a party, except that prior to, but not after, obtaining the Company Requisite Vote, if after consultation with, and taking into account the advice of, outside legal counsel, the Company Board determines that the failure to take such action would be reasonably likely to be a violation of its fiduciary duties under applicable Law, the Company may waive any such standstill provision solely to the extent necessary to permit a third party to make, on a confidential basis, to the Company Board, an Acquisition Proposal received by conditioned upon such Stockholder third party agreeing that the Company shall not be prohibited from providing any information to Parent (including regarding any such Acquisition Proposal) in accordance with and otherwise complying with this Section 5.4. The Company shall promptly after the content date of this Agreement terminate any waiver that may have heretofore been granted to any Person other than Parent or a Merger Sub under any confidentiality and status standstill provisions of all material discussions and communications in any confidentiality agreement entered into with respect thereof and to an Acquisition Proposal or any change offer, inquiry or proposed change proposal that would reasonably be expected to the terms thereof)lead to an Acquisition Proposal.

Acquisition Proposals. (a) From the date hereof until the earlier to occur of the Closing Date or the termination of this Agreement in accordance with Section 5.1 pursuant to Article X hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Company and the Sellers shall not, and the Company shall use its reasonable best efforts to cause its Representatives directors, officers, employees, or any of its investment bankers, attorneys, accountants or other advisors, agents or representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations regarding, or solicit, initiate or encourage the submission of, an Acquisition Proposal, or furnish to any Person any information for any purpose in connection with an Acquisition Proposal, or otherwise cooperate in any way with, or furnish assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing. The Company will (a) immediately notify Buyer orally and in writing if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any information or data to, is requested by any Person that is seeking with respect to make, has made or, to the knowledge of such Stockholder, is considering making an any Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating proposal which could lead to an Acquisition Proposal, (Bb) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing Buyer of such Stockholder’s receipt all material terms of any Acquisition Proposal including the identity of the Person making the Acquisition Proposal or any the request for discussions information, and (c) in the event a third party makes a written offer or negotiations proposal to the Company with respect to any Acquisition Proposal, the Company will promptly send to Buyer a copy of any such written offer or proposal. The Company and provide Parent with copies the Sellers shall, and shall cause each of all documents their respective officers, directors, employees, investment bankers, attorneys, accountants and other written communications received by such Stockholder setting forth advisors, agents or representatives to, immediately cease and cause to be terminated all discussions and negotiations that have taken place prior to the terms date hereof, if any, with any Persons with respect to any Acquisition Proposal. In addition, the Company shall take all steps reasonably necessary to enforce any existing standstill, non-solicitation, confidentiality or other agreements between the Company and conditions of such third parties relating to any Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) not terminate, waive or modify such agreements prior to the Closing without the prior written consent of the status Buyer. The Company agrees that it shall be responsible for any breach of this Section 6.9 by any such Acquisition Proposal received of its directors, officers, employees, or any of its investment bankers, attorneys, accountants or other advisors, agents or representatives, as if the foregoing were parties to this Agreement and bound by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)this Section 6.9.

Acquisition Proposals. (a) From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Section 5.1 hereofArticle X, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Company shall not, and shall cause its Representatives Subsidiaries and shall instruct and use its reasonable best efforts to cause its and their representatives acting on its or their behalf not to, directly or indirectly, (Ai) conduct or initiate, engage in, enter into, continue in or otherwise participate in any discussions or negotiations withwith any Person with respect to, or furnish provide any non-public information or data concerning the Company or any of the Company’s Subsidiaries to any Person relating to, any Person inquiry, offer or proposal that is seeking constitutes or could reasonably be expected to make, has made or, result in or lead to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions afford to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an offer or for the purpose of encouraging proposal that constitutes or facilitating could reasonably be expected to result in or lead to an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (Cii) enter into any acquisition agreement, merger agreement (whether bindingor similar definitive agreement, non-bindingor any letter of intent, conditional memorandum of understanding or otherwise) with respect agreement in principle, or any other agreement relating to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent grant any waiver, amendment or its Representatives in writing of such Stockholder’s receipt release under any confidentiality agreement or the anti-takeover laws of any state, in each case, in connection with an Acquisition Proposal, (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any offer or proposal that constitutes or could reasonably be expected to result in or lead to an Acquisition Proposal or (v) propose, resolve or agree to do any request for discussions of the foregoing or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and use reasonable best efforts to cause its representatives, its Subsidiaries and their respective representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such an Acquisition Proposal received by such Stockholder (including the content other than Acquiror and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereofits representatives).

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) The Company shall not, and shall cause its Representatives subsidiaries and its and its subsidiaries’ directors, officers and employees not to, and shall instruct its and its subsidiaries’ attorneys, investment bankers and other advisors or representatives (collectively with its subsidiaries and its and its subsidiaries’ directors, officers and employees, “Representatives”) not to, directly or indirectly, (Ai) conduct initiate, solicit, knowingly encourage, knowingly induce or knowingly facilitate (including by providing non-public information relating to the Company and its subsidiaries) the making of any Acquisition Proposal or any inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition Proposal, (ii) engage in, enter into, continue or otherwise participate in any negotiations or discussions (other than, in response to a bona fide Acquisition Proposal or negotiations withother inquiry, offer or proposal after the date hereof that was not initiated, solicited, encouraged or facilitated in, and did not otherwise result from a, material violation of this Section 6.1, contacting such Person and its advisors for the purpose of clarifying the material terms of any such Acquisition Proposal or inquiry, offer or proposal and the likelihood and timing of consummation thereof) concerning, or furnish provide access to its properties, books and records or any confidential or nonpublic information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with with, relating to or for the purpose of encouraging or facilitating an Acquisition ProposalProposal or any inquiry, (B) solicit, initiate, knowingly facilitate offer or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent approve, endorse or its Representatives recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, or (iv) execute or enter into any letter of intent, agreement in writing of such Stockholder’s receipt of principle, merger agreement, acquisition agreement or other similar written or oral agreement relating to any Acquisition Proposal or Superior Proposal (each, an “Alternative Acquisition Agreement”), and the Company shall not resolve or agree to do any request for of the foregoing. Without limiting the foregoing, it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representatives of the Company or any of its subsidiaries shall be a breach of this Section 6.1(a) by the Company. The Company shall, shall cause its subsidiaries and its and its subsidiaries’ directors, officers and employees to, and shall instruct its and its subsidiaries’ other Representatives to, immediately cease and cause to be terminated any solicitations of, discussions or negotiations with, or provision of access to non-public information relating to the Company and its subsidiaries to, any Person (other than the Parties and their respective Representatives) in connection with respect to any an Acquisition Proposal, . The Company also agrees that it will promptly request each Person (other than the Parties and provide Parent their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with copies its consideration of an Acquisition Proposal to promptly return or destroy all documents confidential information furnished to such Person by or on behalf of it or any of its subsidiaries prior to the date hereof and other written communications received by such Stockholder setting forth the terms shall terminate access to data rooms furnished in connection therewith. The Company shall promptly (and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) notify Parent orally and in writing of the receipt of any inquiries, proposals or offers, any requests for non-public information, or any requests for discussions or negotiations with the Company or any of its Representatives, in each case with respect to an Acquisition Proposal or any offer, inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal, which notice shall include a summary of the material terms and conditions of, and the identity of the Person making, such Acquisition Proposal, inquiry, proposal or offer, and, if applicable, copies of any such written requests, proposals or offers, including proposed agreements, and thereafter shall keep Parent reasonably informed, on a prompt basis (and in any event within twenty-four (24) hours), of any material developments regarding any Acquisition Proposals or any material change to the terms and status of any such Acquisition Proposal received or the material aspects of any bid process established by the Company to review such Stockholder (including the content and status proposals or offers. The Company agrees that neither it nor any of all material discussions and communications in respect thereof and its subsidiaries shall terminate, waive, or amend to similar effect any change existing standstill or proposed change similar agreement to which it or one of its subsidiaries is a party, except to the terms thereof)extent that prior to, but not after, obtaining the Company Requisite Vote, after consultation with outside legal counsel, the Company Board determines that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law.

Acquisition Proposals. (ad) From OCBB agrees that it shall, and shall direct and use its reasonable best efforts to cause its Affiliates to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the date hereof until possibility or consideration of any Acquisition Proposal, and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, including by requesting the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements other party to promptly return or arrangements destroy any Confidential Information previously furnished by or on behalf of such Stockholder OCBB thereunder and by specifically enforcing the terms thereof in a court of competent jurisdiction. Immediately following the execution and delivery of this Agreement, OCBB shall block all access to the electronic data room maintained in connection with any Person (this Agreement and the Transactions, to all Persons other than the Company, Parent, Merger Sub or OCBB and HomeStreet and their respective Representatives) regarding any proposal. From the date of this Agreement through the Effective Time or the valid termination of this Agreement, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) OCBB shall not, and shall cause its Affiliates and Representatives not to, directly or indirectly, indirectly through another Person; (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (Bi) solicit, initiate, knowingly facilitate initiate or knowingly encourage (including by way of furnishing non-public information or responding assistance), or take any other action designed to any communication) facilitate or that is likely to result in, any inquiries regarding, or the making, announcement or submission making of any proposal or offer that constitutes, or would is reasonably be expected likely to lead to, an any Acquisition Proposal; (ii) provide any Confidential Information or data to any Person relating to any Acquisition Proposal; (iii) participate in any discussions or negotiations regarding any Acquisition Proposal; (iv) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligations of any Person other than HomeStreet or its Affiliates; (Cv) approve or recommend, propose to approve or recommend, or execute or enter into into, any letter of intent, agreement in principle, merger agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose to do any of the foregoing; or (vi) make or authorize any statement, recommendation or solicitation (whether binding, non-binding, conditional publicly or 50 otherwise) with respect to an in support of any Acquisition Proposal, or approveotherwise that suggests or recommends to any Person other than HomeStreet a material modification to, endorse or recommend the abandonment or termination of, this Agreement or the Transactions, or fail to publicly reaffirm, in writing, its recommendation in favor of Shareholder Approval (any statement or omission described in clause (vi) above, a “Change in Recommendation”); provided, however, that prior to the date of OCBB Meeting, and subject to the provisions of this Section 6.9, if the OCBB Board determines in good faith, after consulting with its outside legal and financial advisors, that the failure to consider such Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constituteswould breach, or would reasonably be expected to lead toresult in a breach of, any the OCBB Board’s fiduciary duties under applicable law, then OCBB may, in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 6.9(a) that the OCBB Board determines in good faith constitutes a Superior Proposal, (iii) shall immediately notify Parent or subject to providing four Business Days’ prior written notice of its Representatives decision to take such action to HomeStreet and identifying in writing detail and with specificity the Person making the proposal and all the material terms and conditions of such Stockholder’s receipt of proposal and compliance with Section 6.9(b); (1) furnish information with respect to itself to any Acquisition Person making such a Superior Proposal or any request for pursuant to a customary confidentiality agreement (as determined by OCBB after consultation with its outside counsel) on terms no more favorable than those provided in the Confidentiality Agreement with HomeStreet and (2) participate in discussions or negotiations with respect regarding such a Superior Proposal. For the avoidance of doubt, a breach of this Section 6.9(a) by any Affiliate or Representative of OCBB or any of its Subsidiaries shall constitute a breach of this Section 6.9(a) by OCBB, regardless of any Knowledge directly or indirectly attributable to any OCBB. Notwithstanding the foregoing, OCBB shall not make a determination that an Acquisition ProposalProposal constitutes a Superior Proposal unless OCBB shall have provided to HomeStreet an opportunity, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth within the terms and conditions four Business Day period referenced in the preceding sentence, to increase its offer to an amount equal to or greater than the amount of such Acquisition Proposal, and (iv) unless HomeStreet shall keep Parent informed on have failed, prior to the expiry of such period, to make such an increase in its offer such that HomeStreet’s offer is substantially equivalent, from a reasonably prompt and current basis (in any event within twenty-four (24) hours) financial point of the status of any view, to such Acquisition Proposal. For the avoidance of doubt, the right of HomeStreet to increase its offer in response to an Acquisition Proposal received by such Stockholder (shall not be construed as an obligation to do so, and upon receiving notice of an Acquisition Proposal HomeStreet may, in response thereto, take any action that is permitted of HomeStreet under this Agreement, including without limitation terminating this Agreement and exercising the content and status of all material discussions and communications remedies set forth in respect thereof and any change or proposed change to the terms thereof)Article 8.

Acquisition Proposals. (a) From Subject to Section 7.03(b) and Section 7.03(c), none of the date hereof until the termination Company or any of this Agreement in accordance with Section 5.1 hereofits Subsidiaries shall, each Stockholder nor shall any of them authorize or permit, directly or indirectly, any Representative to, directly or indirectly: (i) shall terminate all soliciting activitiesinitiate, discussionssolicit, negotiations, agreements encourage or arrangements take any other action to knowingly facilitate (including by or on behalf way of such Stockholder with any Person furnishing information (other than the Companypublic information disseminated through Company SEC Documents, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, press releases or other communication similar means)) any inquiries, offers or the making of any proposal or other action that constitutes, or would may reasonably be expected to lead to, an any Acquisition Proposal, ; (ii) shall notinitiate, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in or continue any discussions or negotiations withnegotiations, or furnish or disclose to any Person not a party to this Agreement any information or data to, in furtherance of any Person that is seeking inquiries related to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, to an Acquisition Proposal, ; (Ciii) enter into any agreement (whether bindingagreement, non-binding, conditional arrangement or otherwise) understanding with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, confidentiality agreement, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or (D) knowingly cooperate with, assistother agreement constituting or related to, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to makeintended to, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition ProposalProposal (other than a confidentiality agreement referred to in or permitted by Section 7.03(b)), or that is intended or that would reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iiiiv) shall immediately notify (A) fail to make, withdraw (or not continue to make), modify, qualify or amend in a manner adverse to Parent or its Representatives publicly propose to withdraw or modify in writing a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of such Stockholder’s receipt of any Acquisition Proposal Section 7.03(b), taking a neutral position or any request for discussions or negotiations no position with respect to any Acquisition ProposalProposal shall be considered an adverse modification), and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such (B) recommend, adopt, endorse or approve, or publicly propose to recommend, adopt, endorse or approve, an Acquisition Proposal, and or (C) take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause “(iv),” a “Company Adverse Recommendation Change”). The Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing solicitations, discussions, negotiations or communications with any party or parties that have made or indicated an interest or intention to make an Acquisition Proposal; provided, that nothing in this Section 7.03 shall preclude the Company, any of its Subsidiaries or their respective Representatives from complying with the provisions of the immediately following sentence. The Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with a potential Acquisition Proposal (other than Parent and its Affiliates) to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries. The Company shall keep promptly notify Parent informed on a reasonably prompt (and current basis (in any event within twenty-four (24) 24 hours) upon receipt by the Company or any of its Subsidiaries (including through a notification by its Representatives) of (y) any request for information relating to the status Company or any of its Subsidiaries (other than requests for information in the Ordinary Course and unrelated to an Acquisition Proposal), or (z) any inquiry or request for discussion or negotiations regarding an Acquisition Proposal and, in each case the Company shall provide Parent with a copy of any such Acquisition Proposal received by such Stockholder request or inquiry (including the content or a summary of any oral request or inquiry). The Company shall not, and status of all material discussions and communications in respect thereof and shall cause its Subsidiaries not to, enter into any change or proposed change agreement with any person subsequent to the terms thereof)date of this Agreement, which prohibits the Company from providing such information to Parent or requires the Company to negotiate on an exclusive basis. The Company shall not, and shall cause each of its Subsidiaries not to terminate, waive amend or modify any provision of any existing standstill to which it or any of its Subsidiaries is party, and the Company shall, and shall cause its Subsidiaries to seek enforcement of the provisions of any such agreement, in each case, except to the extent the Company Board determines in good faith (after consultation with its outside legal counsel) that such action would be reasonably likely to violate its fiduciary obligations under applicable Law.

Acquisition Proposals. Subject to Section 3.15, such Stockholder agrees that such Stockholder shall not, and he or it shall not authorize or permit any of such Stockholder’s controlled Affiliates or any of such Stockholder’s or its controlled Affiliate’s officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents (acollectively, “Representatives”) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofto, each Stockholder directly or indirectly (i) shall terminate all soliciting activitiesinitiate, discussions, negotiations, agreements solicit or arrangements knowingly encourage (including by way of furnishing non-public information or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for informationassistance), or other communication that constitutesknowingly induce, or knowingly take any action to facilitate the making of, any inquiry, offer or proposal which constitutes or would reasonably be expected to lead to, an to any Acquisition Proposal, (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information relating to the Company or data its Subsidiaries or the Subject Shares to, or otherwise cooperate in any way with any Person (other than Parent or any of its Affiliates or Representatives) that is seeking to make, or has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead tomade, an Acquisition Proposal, (Ciii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iv) make any public statement or proposal inconsistent with the Company Board Recommendation, (v) make, or participate in, whether alone or in concert with others, any “solicitation” (as such term is used in the rules of the SEC) of proxies or consents to vote any securities of the Company in favor of any Acquisition Proposal, (vi) enter into any merger agreement, letter of intent, share purchase agreement, asset purchase agreement (whether bindingor share exchange agreement, non-binding, conditional option agreement or otherwise) with respect other similar agreement relating to an Acquisition Proposalor any understanding or agreement contemplating or otherwise relating to, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking intended to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, or (iiivii) agree to do any of the foregoing. Each Stockholder promptly (and in any event within 24 hours) shall immediately notify (or cause the Company to notify) Parent if any proposals are received by, any non-public information is requested from, or its Representatives in writing of any negotiations or discussions are sought to be initiated or continued with such Stockholder’s receipt , its Representatives, controlled Affiliates, or Representatives of any controlled Affiliates, in each case, in connection with an Acquisition Proposal or the possibility or consideration of making an Acquisition Proposal, which notice shall identify the name of the Person making such proposal or request or seeking such negotiations or discussions and include copies of all correspondence and written materials provided to such Stockholder, its Representatives, controlled Affiliates or Representatives of controlled Affiliates that describe the terms and conditions of any proposal or request for discussions and a reasonable description of any terms and conditions of any such proposal or request that were communicated orally. Such Stockholder and its controlled Affiliates and their Representatives shall immediately cease and cause to be terminated all discussions, negotiations and communications, if any, with any Persons (other than Parent) with respect to any Acquisition Proposal, Proposal and provide Parent with copies of all documents shall take the steps necessary to inform its controlled Affiliates and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) Representatives of the status obligations undertaken pursuant to this Agreement, including this Section 2.10. Any violation of this Section 2.10 by any such Acquisition Proposal received of the Stockholder’s controlled Affiliates or Representatives shall be deemed to be a violation by such the Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)this Section 2.10.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate fulminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s 's receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).. 4

Acquisition Proposals. (a) From and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofand prior to the Effective Time, each Stockholder except as provided below, the Company agrees (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than that the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Company shall not, and the Company shall direct and use its reasonable best efforts to cause its Representatives officers, directors, employees and authorized agents and representatives (including any investment banker, attorney or accountant retained by it) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (Aincluding any proposal or offer to its stockholders) conduct with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of, any equity securities (except pursuant to the exercise of the outstanding options, warrants or other rights set forth in Section 4.3 of this Agreement, including, Section 4.3 of the Disclosure Schedule) or all or any significant portion of the assets of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in, enter into, continue or otherwise participate in any discussions or negotiations withconcerning, or furnish provide any confidential information or data to, or have any Person that is seeking to makediscussions with, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal any person or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect entity relating to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in otherwise facilitate any effort by, any Person or attempt to make or implement an Acquisition Proposal; (or any Representative of a Personii) that has madeit will immediately cease and cause to be terminated any existing activities, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with any person or entity conducted heretofore with respect to any of the foregoing and will take the necessary steps to inform the person or entity referred to above of the obligations undertaken in this Section 5.2; and (iii) that it will notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it (but the Company shall not be required to disclose the names of any party making or the terms of any such proposal); provided, however, that nothing contained in this Section 5.2 shall prohibit the Board of Directors of the Company from (x) furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide proposal in writing to engage in an Acquisition ProposalProposal transaction which the Board of Directors of the Company in good faith determines represents a financially superior transaction for the stockholders of the Company as compared to the Offer and the Merger if, and provide only to the extent that, (A) the Board of Directors determines, after consultation with outside counsel of national reputation (which may be the Company's regularly engaged counsel) for its expertise in corporate and securities law matters as the Company shall select ("Company Counsel"), that failure to take such action would be inconsistent with the compliance by the Board of Directors with its fiduciary duties to stockholders imposed by law, (B) prior to or concurrently with furnishing such information to, or entering into discussions or negotiations with, such a person or entity, the Company provides written notice to Parent with copies of all documents and other written communications received by to the effect that it is furnishing information to, or entering into discussions or negotiations with, such Stockholder setting forth the terms and conditions of such Acquisition Proposala person or entity, and (ivC) shall keep the Company keeps Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status (excluding, however, the identity of such person) of any such discussions or negotiations; and (y) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 5.2 shall (t) permit the Company to terminate this Agreement (except as contemplated by Section 8.1(b)(ii)), (u) permit the Company to enter into any agreement with respect to an Acquisition Proposal received by such Stockholder during the term of this Agreement, or (including the content and status v) affect any other obligation of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)party under this Agreement.

Acquisition Proposals. (a) From Unless approved by a Majority of the date hereof until Purchasers (including Abingworth), prior to the termination Closing, the Company shall not, nor shall the Company authorize or permit any of this Agreement in accordance with Section 5.1 hereofits Subsidiaries or any of the directors, each Stockholder officers, employees, attorneys or financial advisors or other agents of the Company or any of its Subsidiaries, or any other Person on its behalf (each, a “Representative”) to, (i) directly or indirectly, initiate, solicit or knowingly encourage any inquiries with respect to, or the making of any Acquisition Proposal (as defined below), (ii) engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) execute or enter into, any letter of intent, agreement in principle, securities purchase or sale agreement, scheme of arrangement, merger agreement, acquisition agreement, asset sale agreement, or other similar agreement relating to any Acquisition Proposal; provided, however, it is understood and agreed that any determination or action by the Board of Directors of the Company permitted under Section 4.14(b) or Section 4.14(c) shall terminate all soliciting activitiesnot be deemed to be a breach or violation of this Section 4.14(a). The Company shall, discussionsand shall direct each of its Representatives to, negotiationsimmediately cease any solicitations, agreements discussions or arrangements by or on behalf of such Stockholder negotiations with any Person (other than the Companyparties hereto and each other Person which a Majority of the Purchasers including Abingworth, Parent, Merger Sub have approved for such continued discussions) that has made or their respective Representatives) regarding any proposal, expression of interest, request for information, indicated an intention to make or other communication that constitutes, or would reasonably be expected to lead to, interest in making an Acquisition Proposal, (ii) in each case that exist as of the date hereof, and shall not, and without the prior written consent of a Majority of the Purchasers (including Abingworth), which consent shall cause its Representatives not tobe unreasonably withheld, directly conditioned or indirectlydelayed, release any Person from any confidentiality or standstill agreement or exercise any consent rights with respect to or waive any of the provisions of any such confidentiality or standstill agreement, in each case that exist as of the date hereof; provided, however, that the prior written consent of a Majority of the Purchasers shall not be required in connection with any such action if (A) conduct the Board of Directors of the Company shall have determined in good faith, after consultation with its legal counsel and financial advisors, that the failure to so release, exercise or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection waive would be inconsistent with or for the purpose of encouraging or facilitating an Acquisition Proposal, its fiduciary duties under applicable law and (B) solicitat least three (3) Business Days’ prior written notice of such release, initiate, knowingly facilitate exercise or knowingly encourage (including waiver is provided by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)Purchasers.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofThe Company shall not, each Stockholder shall cause its Subsidiaries not to, and shall instruct its Representatives not to: (i) shall terminate all soliciting activitiesinitiate, discussionssolicit, negotiationsknowingly encourage or knowingly facilitate any inquiry with respect to, agreements or arrangements by the making, submission or on behalf announcement of such Stockholder any Acquisition Proposal, (ii) enter into, continue or engage in negotiations with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for informationPurchaser, or other communication any designees of Parent or Purchaser) with respect to any Acquisition Proposal or any inquiry or proposal that constitutes, or would could reasonably be expected to lead to, to an Acquisition Proposal, (iiiii) shall notprovide any non-public information or access to any Person (other than Parent, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations withPurchaser, or furnish any information designees of Parent or data to, Purchaser) in connection with any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with any inquiry or for the purpose of encouraging or facilitating proposal that could reasonably be expected to lead to an Acquisition Proposal, (Biv) solicitapprove, initiate, knowingly facilitate endorse or knowingly encourage (including by way of furnishing non-public information recommend or responding propose to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal, or any Person becoming an “interested stockholder” of the Company as defined in Section 203 of the DGCL, (v) enter into any letter of intent or agreement in principle or any agreement providing for any Acquisition Proposal (except for confidentiality agreements permitted under Section 5.3(b)), or (Dvi) knowingly cooperate with, assistresolve to do, or participate in agree or publicly announce an intention to do any effort byof the foregoing. The Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any Representative designees of a PersonParent or Purchaser) that has made, is seeking with respect to make, has informed the Company any Acquisition Proposal or such Stockholder of any intention to make, inquiry or has publicly announced an intention to make, any proposal that constitutes, or would could reasonably be expected to lead to, any to an Acquisition Proposal, (iii) shall immediately notify Parent promptly terminate access granted to any third party or its Representatives in writing of such Stockholder’s receipt of to any Acquisition Proposal electronic data room maintained by the Company or any request for discussions or negotiations its Subsidiaries with respect to any Acquisition Proposalthe Contemplated Transactions and, and provide Parent with copies to the extent the Company has the right to do so, shall request the return or destruction of all documents confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person (and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hourshours following the date hereof). The Company and its Representatives 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 inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made or, to the Knowledge of the status of any such Company, is considering making an Acquisition Proposal received by such Stockholder (including of the content and status provisions of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)this Section 5.3.

Acquisition Proposals. (a) From PBV agrees that it shall, and shall direct and use its reasonable best efforts to cause its affiliates, directors, officers, employees, agents and representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant or other representative retained by it) (all of the date hereof until foregoing, collectively, “Representatives”) to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the termination possibility or consideration of this Agreement in accordance with Section 5.1 hereofany Acquisition Proposal (as defined below), each Stockholder (i) shall terminate all soliciting activitiesand will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, discussions, negotiations, agreements including by requesting the other party to promptly return or arrangements destroy any confidential information previously furnished by or on behalf of such Stockholder with any Person (other than PBV thereunder and by specifically enforcing the Companyterms thereof in a court of competent jurisdiction, Parentif necessary. From the date of this Agreement through the Effective Time, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) PBV shall not, and shall cause its Representatives directors, officers or employees or any Representative retained by it not to, directly or indirectlyindirectly through another Person, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (Bi) solicit, initiate, knowingly facilitate initiate or knowingly encourage (including by way of furnishing non-public information or responding assistance), or take any other action designed to any communication) facilitate or that is likely to result in, any inquiries regarding, or the making, announcement or submission making of any proposal or offer that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected likely to lead to, any Acquisition Proposal, (iiiii) shall immediately notify Parent provide any confidential information or its Representatives in writing of such Stockholder’s receipt of data to any Acquisition Proposal or any request for discussions or negotiations with respect Person relating to any Acquisition Proposal, (iii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iv) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligations of any Person other than FCBI or its affiliates, (v) approve or recommend, propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose to do any of the foregoing, or (vi) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; provided, however, that prior to the date of the PBV Meeting, if the PBV Board determines in good faith, after consulting with its outside legal and provide Parent with copies financial advisors, that the failure to do so would breach, or would reasonably be expected to result in a breach of, the PBV Board’s fiduciary duties under applicable law, PBV may, in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 6.07(a)(i) that the PBV Board determines in good faith constitutes a Superior Proposal (as defined below), subject to providing prior written notice of its decision to take such action to FCBI at least one (1) Business Day prior to such decision and identifying the Person making the proposal and all documents and other written communications received by such Stockholder setting forth the material terms and conditions of such Acquisition Proposalproposal and compliance with Section 6.07(b), (1) furnish information with respect to itself to any Person making such a Superior Proposal pursuant to a customary confidentiality agreement (as determined by PBV after consultation with its outside counsel) on terms no more favorable to such Person than the terms contained in the Confidentiality Agreement are to FCBI, and (iv2) shall keep Parent informed on participate in discussions or negotiations regarding such a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)Superior Proposal.

Acquisition Proposals. (a) From CNB agrees that it shall, and shall direct and cause its affiliates, directors, officers, employees, agents and representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant or other representative retained by it) (all of the date hereof until foregoing, collectively, “Representatives”) to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the termination possibility or consideration of this Agreement in accordance with Section 5.1 hereofany Acquisition Proposal (as defined herein), each Stockholder (i) shall terminate all soliciting activitiesand will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, discussions, negotiations, agreements including by requesting the other party to promptly return or arrangements destroy any confidential information previously furnished by or on behalf of such Stockholder with any Person (other than CNB thereunder and by specifically enforcing the Companyterms thereof in a court of competent jurisdiction, Parentif necessary. From the date of this Agreement through the Effective Time, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) CNB shall not, and shall cause its Representatives directors, officers or employees or any Representative retained by it not to, directly or indirectlyindirectly through another Person, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (Bi) solicit, initiate, knowingly facilitate initiate or knowingly encourage (including by way of furnishing non-public information or responding assistance), or take any other action designed to any communication) facilitate or that is likely to result in, any inquiries regarding, or the making, announcement or submission making of any proposal or offer that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected likely to lead to, any Acquisition Proposal, (iiiii) shall immediately notify Parent provide any confidential information or its Representatives in writing of such Stockholder’s receipt of data to any Acquisition Proposal or any request for discussions or negotiations with respect Person relating to any Acquisition Proposal, (iii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iv) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligations of any Person other than OPOF or its affiliates, (v) approve or recommend, propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose to do any of the foregoing, or (vi) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; provided, however, that prior to the date of the CNB Meeting, if the CNB Board determines in good faith, after consulting with its outside legal and provide Parent with copies financial advisors, that the failure to do so would breach, or would reasonably be expected to result in a breach of, the CNB Board’s fiduciary duties under applicable law, CNB may, in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 6.07(a) that the CNB Board determines in good faith is likely to constitute a Superior Proposal, subject to providing prior written notice of its decision to take such action to OPOF at least one (1) Business Day prior to such decision and identifying the Person making the proposal and all documents and other written communications received by such Stockholder setting forth the material terms and conditions of such Acquisition Proposalproposal and compliance with Section 6.07(b), (A) furnish information with respect to itself to any Person making such a Superior Proposal pursuant to a customary confidentiality agreement (as determined by CNB after consultation with its outside counsel) on terms no more favorable to such Person than the terms contained in the confidentiality agreement dated June 6, 2017 executed and delivered by OPOF are to OPOF (the “Confidentiality Agreement”), and (ivB) shall keep Parent informed on participate in discussions or negotiations regarding such a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)Superior Proposal.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) The General Partner shall, and shall terminate all soliciting activitiescause the Partnership and its Subsidiaries to, discussionsand shall use its reasonable best efforts, negotiationsand cause the Partnership and its Subsidiaries to use their reasonable best efforts to, agreements cause their respective Representatives to, immediately cease and cause to be terminated any discussions or arrangements negotiations with any Person conducted heretofore with respect to an Acquisition Proposal and immediately prohibit any access by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or Parent Group Entities and their respective Representatives) regarding to any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected confidential information relating to lead to, an Acquisition Proposal, (ii) . The General Partner shall not, and shall cause the Partnership and its Subsidiaries not to, and shall use its reasonable best efforts to, and cause the Partnership and its Subsidiaries to use their reasonable best efforts to, cause their respective Representatives not to, directly or indirectly, (A) conduct or engage ininitiate, enter into, continue or otherwise participate in any discussions or negotiations withsolicit, or furnish knowingly encourage or knowingly facilitate, the submission of any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with any inquiries or for the purpose of encouraging or facilitating proposals that could reasonably be expected to lead to an Acquisition Proposal, (B) solicitparticipate in any discussions or negotiations regarding, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing furnish to any Person any non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of Partnership in connection with any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) approve, endorse, recommend, or enter into any confidentiality agreement, letter of intent, option agreement, agreement in principle, or other agreement or contract, whether written or oral, with any Person (whether bindingother than a Parent Group Entity) concerning an Acquisition Proposal (except in compliance with Section 5.5(a)(ii)), non-binding(D) terminate, conditional amend, release, modify, or otherwisefail to enforce any provision of, or grant any permission, waiver, or request under, any standstill, confidentiality, or similar contract entered into in compliance with Section 5.5(a)(ii) with by the General Partner or one or more Partnership Group Entities in respect to of or in contemplation of an Acquisition Proposal, or approve, endorse or recommend (E) take any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking action to make, has informed make the Company or such Stockholder provisions of any intention Takeover Laws inapplicable to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, transactions contemplated by any Acquisition Proposal, or (iiiF) shall immediately notify resolve or publicly propose or announce to do any of the foregoing; provided, however, that to the extent any such action or failure to act was taken or committed solely (x) by Parent or its Affiliates or its Representatives in writing acting solely on behalf of, or solely at the direction of, Parent, or (y) by the General Partner or the Partnership at the direction of Parent or its Affiliates or its Representatives acting solely on behalf of, or solely at the direction of, Parent, such Stockholder’s receipt action or failure to act shall not constitute a violation or breach of any Acquisition Proposal this Section 5.5(a) by the Partnership or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)General Partner.

Acquisition Proposals. (a) From Subject to Section 7.2(b), from the date hereof Effective Date until the Control Date or, if earlier, the termination of this Agreement in accordance with Section 5.1 hereofArticle IX, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Company shall not, and shall cause its Representatives Subsidiaries and its directors (to the extent acting in their capacity as such), officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not to, directly or indirectly, : (Ai) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations withinitiate, or furnish any information solicit or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communicationproviding information) any inquiries regarding, or the making, submission or announcement or submission of any proposal inquiries, proposals or offer offers that constitutes, constitute or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would may reasonably be expected to lead to, any Acquisition ProposalProposal or engage in any discussions or negotiations with respect thereto or otherwise knowingly cooperate with or knowingly assist or participate in, or knowingly facilitate or knowingly encourage any such inquiries, proposals, discussions or negotiations or (iiiii) shall immediately notify Parent approve, endorse or its Representatives in writing of such Stockholder’s receipt of any recommend, or publicly propose to approve or recommend, an Acquisition Proposal or enter into any request for merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder or propose or agree to do any of the foregoing. The Company shall immediately cease, and shall cause its Subsidiaries and Representatives to terminate, any solicitation, knowing encouragement, discussion or negotiation or knowing cooperation with or knowing assistance or participation in, or knowing facilitation or knowing encouragement of any such inquiries, proposals, discussions or negotiations with any Persons conducted theretofore by the Company, its Subsidiaries or any of its Representatives with respect to any Acquisition Proposal, and provide Parent with copies of shall request to be returned or destroyed all documents and other written communications received non-public information provided by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed or on a reasonably prompt and current basis (in any event within twenty-four (24) hours) behalf of the status Company or any of any its Subsidiaries to such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)Person.

Acquisition Proposals. (a) From Except as permitted by this Section 6.1 or Section 6.3, during the date hereof until Pre-Closing Period, the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Company shall not, and shall cause its Representatives subsidiaries and its and its subsidiaries’ directors, officers, and employees and the attorneys, investment bankers and other advisors or representatives (collectively, “Representatives”) of the Company and its subsidiaries not to, directly or indirectly, (Ai) conduct initiate, solicit or knowingly induce or encourage or otherwise knowingly facilitate (including by providing information) any inquiries with respect to, or the making of, any Acquisition Proposal or any inquiry, offer or proposal that could reasonably be expected to lead to an Acquisition Proposal, (ii) engage in, enter into, continue or otherwise participate in any negotiations or discussions or negotiations withconcerning, or furnish provide access to its properties, books and records or any confidential or non-public information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition ProposalProposal or any inquiry, (B) solicit, initiate, knowingly facilitate offer or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition ProposalProposal (provided that, notwithstanding the foregoing, the Company may (x) notify such Person of the existence of this Section 6.1, and (y) in response to a bona fide Acquisition Proposal after the date hereof that was not initiated, solicited, knowingly encouraged or facilitated in, and did not otherwise result from a, violation of this Section 6.1, contact such Person and its Representatives for the purpose of clarifying the material terms of any such Acquisition Proposal and the likelihood and timing of consummation thereof), (iii) approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assistrecommend, or participate in any effort bypropose publicly to approve, any Person (endorse or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead torecommend, any Acquisition Proposal, or (iiiiv) shall immediately notify Parent execute or its Representatives enter into, any letter of intent, agreement in writing of such Stockholder’s receipt of principle, merger agreement, acquisition agreement or other similar definitive agreement relating to any Acquisition Proposal (which, for the avoidance of doubt, shall not include an Acceptable Confidentiality Agreement), and the Company shall not resolve or agree to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representatives of the Company or any request for discussions or negotiations with respect of its subsidiaries shall be deemed to any Acquisition Proposal, and provide Parent with copies be a breach of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).this Section 6.1

Acquisition Proposals. (a) From Except as permitted by this Section 5.2, the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Company shall not, and shall cause its Subsidiaries and its and their directors, officers and employees not to, and shall use its reasonable best efforts to cause its and their Affiliates and other Representatives not to, directly or indirectly, (Ai) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, solicit or knowingly facilitate or knowingly encourage (including by way any inquiries, Table of furnishing non-public information Contents discussions or responding requests with respect to any communication) any inquiries regarding, or the making, announcement or submission making of any proposal or offer that constitutes, constitutes or would reasonably be expected to lead toto an Acquisition Proposal (an “Inquiry”), (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations regarding an Acquisition Proposal or Inquiry or that would reasonably be expected to lead to an Acquisition Proposal, or provide access to its properties, books or records or any non-public information to any Person relating to the Company or any of its Subsidiaries in connection with the foregoing, (Ciii) enter into any other acquisition agreement, option agreement, joint venture agreement, partnership agreement, letter of intent, term sheet, merger agreement or similar agreement (whether binding, non-binding, conditional or otherwiseother than an Acceptable Confidentiality Agreement) with respect to an Acquisition Proposal (an “Alternative Acquisition Agreement”), (iv) approve, endorse, declare advisable or recommend any Acquisition Proposal, (v) take any action to make the provisions of any Takeover Statute or approve, endorse any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or recommend bylaws of the Company inapplicable to any transactions contemplated by any Acquisition Proposal or (Dvi) knowingly cooperate withauthorize, assistcommit to, agree or participate publicly propose to do any of the foregoing. The Company shall, and shall cause its Subsidiaries and its and their directors, officers and employees and shall instruct its Affiliates and other Representatives to, (x) immediately cease all solicitations, discussions and negotiations with any other Persons that may be ongoing with respect to an Acquisition Proposal as of the date hereof and request that each such Person promptly return or destroy all confidential information furnished to such Person by or on behalf of the Company in connection with any effort bysuch Acquisition Proposal and (y) not terminate, amend, release or modify any Person (provision of any standstill agreement to which it or any Representative of its Subsidiaries is a Person) party, except that has madethe Company may grant a limited waiver, is seeking amendment or release under any confidentiality or standstill agreement to make, has informed the extent necessary to allow for a confidential Acquisition Proposal to be made to the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, the Company Board so long as the Company promptly (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hourshours thereafter) of the status of any such Acquisition Proposal received by such Stockholder notifies Parent thereof (including the content and status identity of all material discussions and communications in respect thereof and any change or proposed change such counterparty (except to the terms thereofextent prohibited by any Contract in effect as of the date hereof)) after granting any such limited waiver, amendment or release as provided in Section 5.2(e).

Acquisition Proposals. From and after the date of this Agreement and prior to the Effective Time, except as provided below, the Company agrees (a) From that neither the date hereof until Company nor its Subsidiaries shall, and the termination Company shall direct and use its reasonable best efforts to cause its officers, directors, employees and authorized agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of this Agreement in accordance with Section 5.1 hereof, each Stockholder (iits Subsidiaries) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead not to, an Acquisition Proposalinitiate, (ii) shall not, and shall cause its Representatives not tosolicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (Aincluding, without limitation, any proposal or offer to its stockholders) conduct with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of, any equity securities or all or any significant portion of the assets of, the Company or its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in, enter into, continue or otherwise participate in any discussions or negotiations withconcerning, or furnish provide any confidential information or data to, or have any Person that is seeking to makediscussions with, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal any person or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect entity relating to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in otherwise facilitate any effort by, any Person or attempt to make or implement an Acquisition Proposal; (or any Representative of a Personb) that has madeit will immediately cease and cause to be terminated any existing activities, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with any person or entity conducted heretofore with respect to any of the foregoing and will take the necessary steps to inform the person or entity referred to above of the obligations undertaken in this Section 6.2; and (c) that it will notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it, but need not disclose the identity of the other party or the terms of its proposals; PROVIDED, HOWEVER, that nothing contained in this Section 6.2 shall prohibit the Board of Directors of the Company from (i) furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide proposal in writing to engage in an Acquisition ProposalProposal transaction which the Board of Directors of the Company in good faith determines represents a financially superior transaction for the stockholders of the Company as compared to the Offer and the Merger if, and provide only to the extent that, (A) the Board of Directors determines, after consultation with Skadden, Arps, Slate, Xxxxxxx & Xxxx, that failure to take such action would be inconsistent with the compliance by the Board of Directors with its fiduciary duties to stockholders imposed by law, (B) prior to or concurrently with furnishing such information to, or entering into discussions or negotiations with, such a person or entity, the Company provides written notice to Parent with copies of all documents and other written communications received by to the effect that it is furnishing information to, or entering into discussions or negotiations with, such Stockholder setting forth the terms and conditions of such Acquisition Proposala person or entity, and (ivC) shall keep the Company keeps Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status (including the identity of such person or entity and terms of any proposal) of any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Nothing in this Section 6.02 shall (x) permit the Company to terminate this Agreement, (y) permit the Company to enter into any agreement with respect to an Acquisition Proposal received by such Stockholder during the term of this Agreement, or (including the content and status z) affect any other obligation of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)party under this Agreement.

Acquisition Proposals. (a) From Subject to Section 7.03(b) and Section 7.03(c), none of the date hereof until the termination Company or any of this Agreement in accordance with Section 5.1 hereofits Subsidiaries shall, each Stockholder nor shall any of them authorize or permit, directly or indirectly, any Representative to, directly or indirectly: (i) shall terminate all soliciting activitiesinitiate, discussionssolicit, negotiations, agreements encourage or arrangements take any other action to knowingly facilitate (including by or on behalf way of such Stockholder with any Person furnishing information (other than the Companypublic information disseminated through Company SEC Documents, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, press releases or other communication similar means)) any inquiries, offers or the making of any proposal or other action that constitutes, or would may reasonably be expected to lead to, an any Acquisition Proposal, ; (ii) shall notinitiate, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in or continue any discussions or negotiations withnegotiations, or furnish or disclose to any Person not a party to this Agreement any information or data to, in furtherance of any Person that is seeking inquiries related to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, to an Acquisition Proposal, ; (Ciii) enter into any agreement (whether bindingagreement, non-binding, conditional arrangement or otherwise) understanding with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, confidentiality agreement, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or (D) knowingly cooperate with, assistother agreement constituting or related to, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to makeintended to, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition ProposalProposal (other than a confidentiality agreement referred to in or permitted by Section 7.03(b)), or that is intended or that would reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iiiiv) shall immediately notify (A) fail to make, withdraw (or not continue to make), modify, qualify or amend in a manner adverse to Parent or its Representatives publicly propose to withdraw or modify in writing a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of such Stockholder’s receipt of any Acquisition Proposal ýSection 7.03(b), taking a neutral position or any request for discussions or negotiations no position with respect to any Acquisition ProposalProposal shall be considered an adverse modification), and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such (B) recommend, adopt, endorse or approve, or publicly propose to recommend, adopt, endorse or approve, an Acquisition Proposal, or (C) take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause “ý(iv),” a “Company Adverse Recommendation Change”). The Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing solicitations, discussions, negotiations or communications with any party or parties that have made or indicated an interest or intention to make an Acquisition Proposal; provided, that nothing in this Section 7.03 shall preclude the Company, any of its Subsidiaries or their respective Representatives from complying with the provisions of the immediately following sentence. The Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with a potential Acquisition Proposal (ivother than Parent and its Affiliates) to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries. The Company shall keep promptly notify Parent informed on a reasonably prompt (and current basis (in any event within twenty-four (24) 24 hours) upon receipt by the Company or any of its Subsidiaries (including through a notification by its Representatives) of (y) any request for information relating to the status Company or any of its Subsidiaries (other than requests for information in the Ordinary Course and unrelated to an Acquisition Proposal), or (z) any inquiry or request for discussion or negotiations regarding an Acquisition Proposal and, in each case the Company shall provide Parent with a copy of any such Acquisition Proposal received by such Stockholder request or inquiry (including the content or a summary of any oral request or inquiry). The Company shall not, and status of all material discussions and communications in respect thereof and shall cause its Subsidiaries not to, enter into any change or proposed change agreement with any person subsequent to the terms thereof)date of this Agreement, which prohibits the Company from providing such information to Parent or requires the Company to negotiate on an exclusive basis. The Company shall not, and shall cause each of its Subsidiaries not to terminate, waive amend or modify any provision of any existing standstill to which it or any of its Subsidiaries is party, and the Company shall, and shall cause its Subsidiaries to seek enforcement of the provisions of any such agreement, in each case, except to the extent the Company Board determines in good faith (after consultation with its outside legal counsel) that such action would be reasonably likely to violate its fiduciary obligations under applicable Law.

Acquisition Proposals. (a) From The Company will not, nor will it permit any of its Subsidiaries to, nor will it authorize or permit any officer, director or employee of or any investment banker, attorney, accountant or other advisor or representative (each, a “Representative”) of, the date hereof until the termination Company or any of this Agreement in accordance with Section 5.1 hereofits Subsidiaries to, each Stockholder directly or indirectly, (i) shall terminate all soliciting activitiessolicit, discussions, negotiations, agreements initiate or arrangements by knowingly encourage any inquiry or on behalf the making of such Stockholder with any Person (proposal or offer or any other than the Company, Parent, Merger Sub effort or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication attempt that constitutes, or would may reasonably be expected to lead to, an any Acquisition ProposalProposal (as hereinafter defined), (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any information or data to, person any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information with respect to the Company or responding to any communication) any inquiries regardingof its Subsidiaries, or take any other action to facilitate, any Acquisition Proposal or (iii) enter into any letter of intent, agreement or agreement in principle with respect to an Acquisition Proposal. Notwithstanding anything in the makingforegoing to the contrary, announcement if, at any time following the date of this Agreement and prior to the time that, but not after, the Required Company Vote is obtained, the Company receives an Acquisition Proposal from any Person that did not result from a breach by the Company of this Section 6.2, (A) the Company and its Representatives may contact such Person to clarify the terms and conditions thereof so as to determine whether such Acquisition Proposal constitutes or submission could reasonably be expected to result in a Superior Proposal (as hereinafter defined) and (B) if the Special Committee determines in good faith, after consultation with and based upon the advice of any proposal or offer its financial advisor and outside legal counsel, that constitutes, such Acquisition Proposal constitutes or would reasonably be expected to lead toresult in a Superior Proposal and that such Acquisition Proposal has a reasonable prospect of success (taking into consideration (i) whether Company has been notified by Parent that Parent would oppose or support such Acquisition Proposal and (ii) whether such Acquisition Proposal is reasonably likely to be approved in light of such opposition or support), then the Company and its Representatives may (x) furnish, pursuant to an executed confidentiality agreement in reasonably customary form, information (including non-public information) with respect to the Company to the Person who has made such Acquisition Proposal, (Cy) enter into any agreement (whether binding, non-binding, conditional engage in or otherwise) otherwise participate in discussions or negotiations with respect to an Acquisition Proposal, or approve, endorse or recommend any the Person making such Acquisition Proposal or (Dz) knowingly cooperate withafter having complied with Section 6.2(b), assistapprove, recommend, or participate in any effort byotherwise declare advisable or propose to approve, any Person recommend or declare advisable (publicly or any Representative of a Personotherwise) that has madesuch an Acquisition Proposal. The parties acknowledge that, is seeking to make, has informed until such time as Parent notifies the Company or such Stockholder of any intention in writing that it is willing to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any support a third party’s Acquisition Proposal, (iiii) shall immediately notify Parent or its Representatives in writing intends to oppose any such Acquisition Proposal and does not intend to sell any of Parent’s shares of the Company to any such third party, (ii) by virtue of such Stockholder’s receipt of opposition, any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, if placed before the Company’s shareholders for approval, would fail to receive a majority vote in favor of approval and (iviii) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status therefore lacks a reasonable prospect of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)success.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofThe Company agrees that it will not, each Stockholder and will cause its Subsidiaries and its and their officers, directors, employees and controlled affiliates and its and their agents, advisors, consultants, and other representatives (collectively, “Representatives”) not to, directly or indirectly, (i) shall terminate all soliciting activitiesinitiate, discussionssolicit, negotiationsknowingly encourage or knowingly facilitate inquiries, agreements offers or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for informationproposals, or other communication that constitutesthe making, submission or announcement of inquiries, offers or proposals, which constitute, or would could reasonably be expected to lead to, an Acquisition Proposal, (ii) shall not, and shall cause its Representatives not to, directly engage or indirectly, (A) conduct participate or engage in, enter into, continue or otherwise participate in any discussions or any negotiations withwith any person concerning any Acquisition Proposal, (iii) provide any confidential or furnish any nonpublic information or data to, or have or participate in any Person that is seeking discussions with, any person relating to make, has made or, to the knowledge of such Stockholder, is considering making an any Acquisition Proposal or otherwise take such actions in connection with any inquiry, offer or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would could reasonably be expected to lead to, to an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) except to notify a person that makes an inquiry with respect to an Acquisition Proposal, or of the existence of the provisions of this Section 6.9(a), (iv) approve, endorse endorse, recommend or recommend execute or enter into any letter of intent, agreement or agreement in principle relating to any Acquisition Proposal or (D) knowingly cooperate withany inquiry, assist, offer or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would could reasonably be expected to lead to an Acquisition Proposal, (v) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal, including by granting any waiver, amendment or release under any standstill agreement or any standstill provision of any other contract or agreement (except that the Board of Directors of the Company, or any committee thereof, may grant any such waiver, amendment or release if it has determined in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law) or any Takeover Statutes or (vi) resolve, publicly propose or agree to do any of the foregoing; provided, that, prior to the time that the Requisite Company Vote is obtained, in the event the Company receives an unsolicited, bona fide, written Acquisition Proposal that did not result from a material breach of this Section 6.9, which the Board of Directors of the Company determines in good faith, after receiving the advice of its outside legal counsel and, with respect to financial matters, its financial advisor (x) constitutes a Superior Proposal or (y) could reasonably be expected to lead to a Superior Proposal, then the Company may, and may authorize its Subsidiaries and their respective Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of the Company concludes in good faith (after receiving the advice of its outside legal counsel and, with respect to financial matters, its financial advisor) that the failure to take the foregoing actions would be inconsistent with the directors’ fiduciary duties under applicable Law; provided, further, that (A) prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, the Company shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with the Company and shall expressly permit the Company’s compliance with the provisions of this Agreement (an “Acceptable Confidentiality Agreement”) and (B) the Company shall promptly provide to Parent any nonpublic information to be provided to such third party that was not previously provided to Parent. The Company will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Parent and its affiliates and Representatives with respect to any Acquisition Proposal, (iii) shall immediately notify Parent including by terminating all physical and electronic data room access previously granted to any such person or its Representatives Representatives, and the Company shall promptly request the prompt return or destruction of all confidential information previously furnished to any such other person (subject to the terms of any confidentiality agreement with each such person). The Company will promptly (and in any event within forty-eight (48) hours of the Company’s knowledge of such event) advise Parent in writing of such Stockholder’s the receipt of any Acquisition Proposal or any request for discussions or negotiations with respect inquiry which could reasonably be expected to any lead to an Acquisition Proposal, and provide Parent with copies the substance thereof (including, subject to the terms of all documents and other written communications received any confidentiality agreement entered into by such Stockholder setting forth the Company prior to the date hereof, the material terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal, and (iv) shall copies of all written requests, proposals, offers or proposed agreements received by the Company), and will keep Parent informed on a reasonably prompt and current basis promptly (and in any event within twentyforty-four eight (2448) hours) informed of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the status material terms of such inquiry or Acquisition Proposal. As used in this Agreement, “Acquisition Proposal” means, other than the transactions contemplated by this Agreement or any proposal or offer from Parent or any of its affiliates, whether in one transaction or in a series of transactions, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 20% or more of the consolidated assets (including capital stock of the Company’s Subsidiaries), revenue or net income of the Company and its Subsidiaries, taken as a whole, or 20% or more of any such Acquisition Proposal received by such Stockholder class of equity or voting securities of the Company or one or more of the Company’s Subsidiaries whose assets, individually or in the aggregate, constitute more than 20% of the consolidated assets of the Company (the “Material Subsidiaries”), (ii) any tender offer (including a self-tender offer) or exchange offer which, if consummated, would result in such third party beneficially owning 20% or more of any class of equity or voting securities of the content and status Company or one or more of all material discussions and communications in respect thereof and any change the Material Subsidiaries, or proposed change to (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the terms thereof)Company or one or more of the Material Subsidiaries.

Acquisition Proposals. (a) From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Section 5.1 hereofArticle VIII, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Company and Seller shall not, and shall cause its their respective Affiliates and Representatives not to, directly or indirectly, (Aa) conduct entertain, solicit, initiate, or knowingly encourage or knowingly induce or knowingly facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer constituting or that could reasonably be expected to lead to an Acquisition Proposal, (b) furnish any nonpublic information regarding the Company to any Person in connection with or in response to an Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, (c) engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, with any Person that is seeking with respect to make, has made or, to the knowledge of such Stockholder, is considering making an any Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposalany proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal inquiry or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition ProposalProposal (other than to state that they currently are not permitted to have discussions), or (d) approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate withany proposal, assist, inquiry or participate in any effort by, any Person (or any Representative of a Person) offer that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would could reasonably be expected to lead to, any to an Acquisition Proposal, (iiie) shall immediately notify Parent make or its Representatives authorize any public statement, recommendation or solicitation in writing of such Stockholder’s receipt support of any Acquisition Proposal or any request for discussions proposal, inquiry or negotiations offer that could reasonably be expected to lead to an Acquisition Proposal or (f) enter into any letter of intent or agreement in principle or any Contract providing for, relating to or in connection with respect to any Acquisition ProposalProposal or any proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).

Acquisition Proposals. (a) From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Section 5.1 hereofArticle X, each Stockholder the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives, not to, directly or indirectly: (i) shall terminate all soliciting activitiesinitiate, solicit or engage in any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal, (ii) execute or enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other arrangement or agreement relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, (iv) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, negotiationsor negotiations or any effort or attempt by any Person to make an Acquisition Proposal or (v) agree or otherwise commit to enter into or engage in any of the foregoing. The Company also agrees that immediately following the execution of this Agreement it shall, agreements and shall cause each of its Subsidiaries and shall use its reasonable best efforts to cause its and their representatives to, cease any solicitations, discussions or arrangements by or on behalf of such Stockholder negotiations with any Person (other than the Company, Parent, Merger Sub or parties and their respective Representativesrepresentatives) regarding conducted heretofore in connection with an Acquisition Proposal or any proposal, expression of interest, inquiry or request for information, or other communication information that constitutes, or would could reasonably be expected to lead to, or result in, an Acquisition Proposal, . The Company shall promptly (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations withevent within two Business Days) notify, or furnish any information or data toin writing, any Person that is seeking to make, has made or, to Acquiror of the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission receipt of any proposal inquiry, proposal, offer or offer request for information received after the date hereof that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional result in or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) which notice shall immediately notify Parent or its Representatives in writing include a summary of the material terms of such Stockholder’s receipt of any Acquisition Proposal inquiry, proposal, offer or any request for discussions or negotiations with respect to any Acquisition Proposal, information. The Company shall promptly (and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status keep Acquiror reasonably informed of any material developments with respect to any such inquiry, proposal, offer, request for information or Acquisition Proposal received by such Stockholder (including the content and status of all any material discussions and communications in respect thereof and any change or proposed change to the terms thereofchanges thereto).

Acquisition Proposals. (a) From Except as permitted by this Section 6.1 or Section 6.3, during the date hereof until Pre-Closing Period, the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Company shall not, and shall cause its Representatives subsidiaries and its and its subsidiaries’ directors, officers, and employees and the attorneys, investment bankers and other advisors or representatives (collectively, “Representatives”) of the Company and its subsidiaries not to, directly or indirectly, (Ai) conduct initiate, solicit or knowingly induce or encourage or otherwise knowingly facilitate (including by providing information) any inquiries with respect to, or the making of, any Acquisition Proposal or any inquiry, offer or proposal that could reasonably be expected to lead to an Acquisition Proposal, (ii) engage in, enter into, continue or otherwise participate in any negotiations or discussions or negotiations withconcerning, or furnish provide access to its properties, books and records or any confidential or non-public information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition ProposalProposal or any inquiry, (B) solicit, initiate, knowingly facilitate offer or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would could reasonably be expected to lead to an Acquisition Proposal (provided that, notwithstanding the foregoing, the Company may (x) notify such Person of the existence of this Section 6.1, and (y) in response to a bona fide Acquisition Proposal after the date hereof that was not initiated, solicited, knowingly encouraged or facilitated in, and did not otherwise result from a, violation of this Section 6.1, contact such Person and its Representatives for the purpose of clarifying the material terms of any such Acquisition Proposal and the likelihood and timing of consummation thereof), (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, or (iv) execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar definitive agreement relating to any Acquisition Proposal (which, for the avoidance of doubt, shall not include an Acceptable Confidentiality Agreement), and the Company shall not resolve or agree to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representatives of the Company or any of its subsidiaries shall be deemed to be a breach of this Section 6.1(a) by the Company. The Company shall, shall cause each of its subsidiaries to, and shall instruct (and use its reasonable efforts to cause) its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person (other than the Parties and their respective Representatives) in connection with an Acquisition Proposal. The Company also agrees that it will promptly request each Person (other than the Parties and their respective Representatives) that has, prior to the date hereof, executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its subsidiaries prior to the date hereof and shall terminate access to data rooms furnished in connection therewith. The Company shall promptly (Cand in any event within 48 hours) enter into notify Parent orally and in writing of the receipt of any agreement (whether bindingAcquisition Proposal and any inquiries, non-bindingproposals or offers, conditional any requests for information, or otherwise) any requests for discussions or negotiations with respect the Company or any of its Representatives, in each case in writing and relating to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative which notice shall include a summary of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the material terms and conditions of, and the identity of the Person making, such Acquisition Proposal, inquiry, proposal or offer, and copies of any such written requests, proposals or offers, including proposed agreements, and thereafter shall (ivi) shall keep Parent informed reasonably informed, on a reasonably prompt and current basis (and in any event within twenty-four (24) hours) 48 hours of the occurrence of any changes, developments, discussions or negotiations), of any material developments regarding any Acquisition Proposals or any material change to the terms and status of any such Acquisition Proposal received by such Stockholder and (including the content ii) provide to Parent as soon as practicable (and status in any event within 48 hours) after receipt or delivery thereof copies of all correspondence and other written material discussions and communications in respect thereof and any change sent or proposed change provided to the Company or any of its subsidiaries from any person that describes any of the terms thereof)or conditions of any Acquisition Proposal. The Company agrees that neither it nor any of its subsidiaries shall terminate, waive, amend, release or modify any provision of any existing standstill or similar agreement to which it or one of its subsidiaries is a party, except that prior to, but not after, obtaining the Company Requisite Vote, if after consultation with, and taking into account the advice of, outside legal counsel, the Company Board determines that the failure to take such action would be reasonably likely to result in a violation of its fiduciary duties under applicable Law, the Company may waive any such standstill provision solely to the extent necessary to permit a third party to make, on a confidential basis, to the Company Board, an Acquisition Proposal.

Acquisition Proposals. (a) From FAB agrees that it shall, and shall direct and use its reasonable best efforts to cause its affiliates, directors, officers, employees, agents and representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant or other representative retained by it) (all of the date hereof until foregoing, collectively, “Representatives”) to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the termination possibility or consideration of this Agreement in accordance with Section 5.1 hereofany Acquisition Proposal (as defined below), each Stockholder (i) shall terminate all soliciting activitiesand will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, discussions, negotiations, agreements including by requesting the other party to promptly return or arrangements destroy any confidential information previously furnished by or on behalf of such Stockholder with any Person (other than FAB thereunder and by specifically enforcing the Companyterms thereof in a court of competent jurisdiction. From the date of this Agreement through the Effective Time, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) FAB shall not, and shall cause its Representatives directors, officers or employees or any Representative retained by it not to, directly or indirectlyindirectly through another Person, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (Bi) solicit, initiate, knowingly facilitate initiate or knowingly encourage (including by way of furnishing non-public information or responding assistance), or take any other action designed to any communication) facilitate or that is likely to result in, any inquiries regarding, or the making, announcement or submission making of any proposal or offer that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected likely to lead to, any Acquisition Proposal, (iiiii) shall immediately notify Parent provide any confidential information or its Representatives in writing of such Stockholder’s receipt of data to any Acquisition Proposal or any request for discussions or negotiations with respect Person relating to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such (iii) participate in any discussions or negotiations regarding any Acquisition Proposal, and (iv) shall keep Parent informed on waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligations of any Person other than PPBI or its Affiliates, (v) approve or recommend, propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose to do any of the foregoing, or (vi) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” means any inquiry, proposal or offer, filing of any regulatory application or notice (whether in draft or final form) or disclosure of an intention to do any of the foregoing from any Person relating to any (w) direct or indirect acquisition or purchase of a reasonably prompt and current basis business that constitutes 10% or more of the total revenues, net income, assets or deposits of FAB, (x) direct or indirect acquisition or purchase of any class of Equity Securities representing 10% or more of the voting power of FAB, (y) tender offer or exchange offer that if consummated would result in any event within twenty-four (24) hours) of the status person beneficially owning 10% or more of any such Acquisition Proposal received class of Equity Securities of FAB or (z) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving FAB, other than the Transaction contemplated by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)this Agreement.

Acquisition Proposals. Without limitation on any of its other obligations under this Agreement, SOFTBANK hereby covenants and agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries (aincluding, without limitation, Z-D) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) shall notshall, and that it shall use its reasonable best efforts to cause its Representatives and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (Ai) conduct or engage ininitiate, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, encourage or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission making of any proposal or offer that constituteswith respect to, or would reasonably be expected a transaction to lead toeffect, an Acquisition ProposalProposal with respect to Z-D or any of its Significant Subsidiaries, (Cii) enter into have any agreement (whether binding, non-binding, conditional discussion with or otherwise) with respect provide any confidential information or data to any Person relating to an Acquisition Proposal, or approve, endorse or recommend engage in any negotiations concerning an Acquisition Proposal or (D) knowingly cooperate with, assistProposal, or participate in knowingly facilitate any effort byor attempt to make or implement an Acquisition Proposal, any Person (in each case with respect to Z-D or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposalits Significant Subsidiaries, (iii) shall immediately notify Parent approve, vote in favor of, consent to or its Representatives in writing of such Stockholder’s receipt of recommend, or propose publicly to approve or recommend, any Acquisition Proposal with respect to Z-D or any request for of its Significant Subsidiaries or (iv) approve, vote in favor of, consent to or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal with respect to Z-D or any of its Significant Subsidiaries. SOFTBANK agrees that it will promptly keep the other party informed of the status and terms of any such proposals. SOFTBANK further agrees that it will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition ProposalProposal with respect to Z-D or any of its Significant Subsidiaries and that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) representatives of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications obligations undertaken in respect thereof and any change or proposed change to the terms thereof)this Section 4.3.

Acquisition Proposals. (a) From Except as expressly permitted by this Section 8.16, Seller shall, and shall cause each of its Representatives to, immediately cease and cause to be terminated any discussions or negotiations with any third parties that may be ongoing as of the date hereof of this Agreement with respect to an Acquisition Proposal and shall request that such third parties promptly return or destroy all non-public information concerning Seller or the Company. Except as expressly permitted by this Section 8.16, from the date of this Agreement until the Closing Date or, if earlier, the termination of this Agreement in accordance with Section 5.1 hereofArticle 10, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) Seller shall not, and shall cause each of its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (Bi) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information providing information) or responding to facilitate any communication) any inquiries regardinginquiry with respect to, or the making, announcement or submission making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (Cii) enter into any letter of intent, agreement (whether binding, non-binding, conditional or otherwise) agreement in principle with respect to an Acquisition Proposal or an offer or proposal that would reasonably be expected to lead to an Acquisition Proposal (any such agreement, an “Alternative Acquisition Agreement”), (iii) engage or participate in any negotiations or discussions regarding any Acquisition Proposal, or furnish or disclose to any third party any non-public information or provide access to the properties, personnel, books and records of Seller or the Company to any Person that has made or would reasonably be expected to make an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iiiv) exempt any person from any restrictions contained in any state takeover or similar Laws, or (vi) resolve, propose or agree to do any of the foregoing. From the date of this Agreement until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article 10, Seller (A) shall immediately notify Parent not waive, amend or its Representatives in writing of such Stockholder’s receipt modify any term of any Acquisition Proposal confidentiality agreement entered into with potential purchasers of Seller or any request for discussions or negotiations the Company, (B) shall provide Purchaser with respect to any Acquisition Proposal, and provide Parent with copies a copy of all documents and other written communications received by such Stockholder setting forth each Acceptable Confidentiality Agreement entered into after the terms and conditions of such Acquisition Proposaldate hereof, and (ivC) shall keep Parent informed not waive, amend or modify, and use its reasonable best efforts to enforce all provisions of, any standstill or confidentiality agreement entered into with any person whether prior to, on a reasonably prompt and current basis (in any event within twenty-four (24) hours) or after the date of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)this Agreement.

Acquisition Proposals. (a) From Except as permitted by this Section 7.9, Parent and Company shall, and each shall instruct its Subsidiaries and Representatives to, from and after the date hereof until the termination earlier of the Effective Time and the date on which this Agreement in accordance with is terminated pursuant to Section 5.1 hereof, each Stockholder 9.1: (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct initiate, solicit or knowingly encourage or knowingly facilitate any inquiries, expressions of interest, proposals or offers that constitute or would reasonably be expected to lead to an Acquisition Proposal, (B) engage in, enter into, continue in or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making regarding an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead toto an Acquisition Proposal (other than, in response to an unsolicited inquiry, to ascertain facts from the Person making such Acquisition Proposal for the sole purpose of informing itself about such Acquisition Proposal and the Person that made it and to refer the inquiring Person to this Section 7.9), (C) provide (including through access to any data room) any non-public information to any Person relating to the Parent or the Company, or any of their respective Subsidiaries with respect to an Acquisition Proposal or that the Parent or Company reasonably expects would be used for the purposes of formulating an Acquisition Proposal, (CD) enter into any agreement, letter of intent, memorandum of understanding, agreement in principle or Contract with respect to any Acquisition Proposal (whether bindingother than an Acceptable Confidentiality Agreement entered into in accordance with the terms of this Agreement) (each, non-bindingan “Alternative Acquisition Agreement”), conditional (E) submit any Acquisition Proposal or otherwiseany matter related thereto to the vote of the stockholders of the Parent or the Company, or (F) resolve or agree to do any of the foregoing; and (ii) immediately cease and cause to be terminated all discussions, negotiations, solicitation or encouragement with any Persons that may be ongoing with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or as of the date hereof. Promptly (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twentyforty-four eight (2448) hours) after the date hereof, the Parent or Company, as applicable, shall terminate or cause to be terminated access to any data room or other access to the data of the status of Parent or Company, as applicable, in each case relating to or in connection with, any such potential Acquisition Proposal received by and shall instruct each Person that has previously executed a confidentiality agreement in connection with such Stockholder (including the content and status Person’s consideration of all material discussions and communications in respect thereof and any change or proposed change an Acquisition Proposal to return to the terms thereof)Parent or Company, as applicable, or destroy any non-public information previously furnished to such Person or to any Representatives of such Person by or on behalf of the Parent or Company, as applicable.

Acquisition Proposals. (a) From and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofTermination Date, each Stockholder hereby covenants and agrees that, except as expressly contemplated by this Agreement, such Stockholder shall not, and shall cause its Affiliates, directors, officers, employees, consultants, agents representatives and advisors (collectively, “Representatives”) not to, directly or indirectly (i) shall terminate all soliciting activities(1) solicit, discussionsinitiate, negotiationspropose or induce the making, agreements submission or arrangements by announcement of, or on behalf of such Stockholder with knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent or any designees of Parent) any non-public information relating to the CompanyCompany Group or afford to any Person access to the business, Parentproperties, Merger Sub assets, books, records or their respective Representatives) regarding any proposal, expression of interest, request for other non-public information, or to any personnel, of the Company Group (other communication than Parent or any designees of Parent), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, ; (iiiii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct participate or engage in, enter into, continue or otherwise participate in any discussions or negotiations withwith any Person with respect to any inquiry or proposal that constitutes, or furnish any information or data would reasonably be expected to lead to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal (other than informing such Persons of the existence of the provisions contained in this Section 4.1); (iv) approve, endorse or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of recommend any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, ; (Cv) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement (whether binding, non-binding, conditional or otherwise) with respect other Contract relating to an Acquisition ProposalTransaction; (vi) engage in any activities, or approveassist or facilitate in the engage of any activities, endorse or recommend any Acquisition Proposal that the Company and its Affiliates and their respective Representatives are permitted to engage in during the Go-Shop Period pursuant to Section 5.3(a) of the Merger Agreement or (Dvii) knowingly cooperate withauthorize or commit to do any of the foregoing. Immediately upon the execution of this Agreement, assist, or participate in each Stockholder will cease and cause to be terminated any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with any Person and its Representatives that would be prohibited by this Section 4.1. Notwithstanding anything to the contrary in this Section 4.1, the Stockholders may participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal solely for the purpose of entering into a voting agreement with such Person or Group on substantially similar terms to the terms hereof or for purposes of entering into an agreement with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status rollover or reinvestment of any such Acquisition Proposal received Shares of Common Stock owned by such Stockholder (including the content post-Closing governance terms with respect thereto), in each case, if and status only if the Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and the Special Committee has complied with Section 5.3(b) of all material discussions and communications in the Merger Agreement with respect thereof and any change or proposed change to the terms thereof)such Acquisition Proposal.

Acquisition Proposals. (a) From the date hereof of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 5.1 hereofits terms, each Stockholder IIBK shall not, and shall not authorize or permit any of its Subsidiaries or any of its Subsidiaries’ officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by IIBK or any of its Subsidiaries to, directly or indirectly, (i) shall terminate all soliciting activitiessolicit, discussionsinitiate, negotiations, agreements induce or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for informationencourage, or take any other communication action to facilitate, any inquiries, offers discussions or the making of any proposal that constitutes, constitutes or would could reasonably be expected to lead to, to an Acquisition Proposal, (ii) shall not, and shall cause furnish any confidential or non-public information or data regarding IIBK or any of its Representatives not to, directly Subsidiaries or indirectlyafford access to any such information or data to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (Aiii) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations withnegotiations, or furnish otherwise communicate in any information or data to, way with any Person that is seeking to make(other than Purchaser and Purchaser Bank), has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating regarding an Acquisition Proposal, (Biv) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iiiv) shall immediately notify Parent release any Person from, waive any provisions of, or fail to use its Representatives reasonable best efforts to enforce any confidentiality agreement or standstill agreement to which IIBK is a party or (vi) enter into or consummate any agreement, agreement in writing principle, letter of such Stockholder’s receipt of intent, arrangement or understanding contemplating any Acquisition Proposal or requiring IIBK to abandon, terminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) violation of the status restrictions set forth in the preceding sentence by any officer, director or employee of IIBK or any such Acquisition Proposal received of the Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by such Stockholder (including the content and status IIBK or any of all material discussions and communications in respect thereof and any change or proposed change its Subsidiaries shall be deemed to the terms thereof).be a breach of this Section 5.1

Acquisition Proposals. (a) Wyndham represents and warrants that it has terminated any discussions or negotiations relating to, or that may reasonably be expected to lead to, any Acquisition Proposal (as defined below). From and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofAgreement, each Stockholder Wyndham shall not, nor shall it permit any of the Wyndham Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent, advisor or representative of, Wyndham or any of the Wyndham Subsidiaries to, directly or indirectly (i) shall terminate all soliciting activitiessolicit, discussionsinitiate or encourage the submission of, negotiationsany inquiries, agreements proposals or arrangements by or on behalf of such Stockholder with offers from any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected person relating to lead to, an Acquisition Proposal, (ii) shall notenter into any agreement with respect to any Acquisition Proposal, and shall cause its Representatives not toor (iii) enter into, directly or indirectly, (A) conduct or engage in, enter intoor participate or continue in, continue or otherwise participate in any discussions or negotiations withregarding, or furnish to any person any information or data with respect to, or take any Person that is seeking other action to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, Wyndham may (iiiA) shall immediately notify Parent furnish information to, or its Representatives participate in writing of such Stockholder’s receipt of any Acquisition Proposal or any request for discussions or negotiations with, any person or entity that makes or expresses a bona fide intention to make an unsolicited proposal to acquire Wyndham and/or any of the Wyndham Subsidiaries pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction if the Board of Directors of Wyndham determines, based on the advice of its outside legal counsel (the "Wyndham Legal Counsel"), that such action is necessary in order to comply with the directors' fiduciary duties to the stockholders of Wyndham under applicable law; provided, however, that prior to Wyndham's furnishing such information or participating in such discussions or negotiations, such person or entity shall have executed a confidentiality and standstill agreement with Wyndham having terms substantially similar to those contained in that certain letter agreement dated January 27, 1997 (the "Patriot Confidentiality Agreement") between Patriot and Wyndham relating to the provision of Evaluation Material (as defined in the Patriot Confidentiality Agreement) by Wyndham to Patriot and (B) comply with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with respect to any an Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).

Acquisition Proposals. (a) From VCB agrees that it shall, and shall direct and cause its affiliates, directors, officers, employees, agents and representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant or other representative retained by it) (all of the date hereof until foregoing, collectively, “Representatives”) to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the termination possibility or consideration of this Agreement in accordance with Section 5.1 hereofany Acquisition Proposal (as defined below), each Stockholder (i) shall terminate all soliciting activitiesand will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal, discussions, negotiations, agreements including by requesting the other party to promptly return or arrangements destroy any confidential information previously furnished by or on behalf of such Stockholder with any Person (other than VCB thereunder and by specifically enforcing the Companyterms thereof in a court of competent jurisdiction, Parentif necessary. From the date of this Agreement through the Effective Time, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) VCB shall not, and shall cause its Representatives directors, officers or employees or any Representative retained by it not to, directly or indirectlyindirectly through another Person, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (Bi) solicit, initiate, knowingly facilitate initiate or knowingly encourage (including by way of furnishing non-public information or responding assistance), or take any other action designed to any communication) facilitate or that is likely to result in, any inquiries regarding, or the making, announcement or submission making of any proposal or offer that constitutes, or would is reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected likely to lead to, any Acquisition Proposal, (iiiii) shall immediately notify Parent provide any confidential information or its Representatives in writing of such Stockholder’s receipt of data to any Acquisition Proposal or any request for discussions or negotiations with respect Person relating to any Acquisition Proposal, (iii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iv) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligations of any Person other than EVBS or its affiliates, (v) approve or recommend, propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose to do any of the foregoing, or (vi) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal; provided, however, that prior to the date of the VCB Meeting, if the VCB Board determines in good faith, after consulting with its outside legal and provide Parent with copies financial advisors, that the failure to do so would breach, or would reasonably be expected to result in a breach of, the VCB Board’s fiduciary duties under applicable law, VCB may, in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 6.07(a)(i) that the VCB Board determines in good faith is likely to constitute a Superior Proposal, subject to providing prior written notice of its decision to take such action to EVBS at least one Business Day prior to such decision and identifying the Person making the proposal and all documents and other written communications received by such Stockholder setting forth the material terms and conditions of such Acquisition Proposalproposal and compliance with Section 6.07(b), (A) furnish information with respect to itself to any Person making such a Superior Proposal pursuant to a customary confidentiality agreement (as determined by VCB after consultation with its outside counsel) on terms no more favorable to such Person than the terms contained in the Confidentiality Agreement are to EVBS, and (ivB) shall keep Parent informed on participate in discussions or negotiations regarding such a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)Superior Proposal.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) The Company shall not, and nor shall cause it permit any of its Representatives not subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its subsidiaries to, directly or indirectly, (Ai) conduct solicit, initiate or engage in, enter into, continue encourage the submission of any Acquisition Proposal (as hereinafter defined) or otherwise (ii) participate in any discussions or negotiations withregarding, or furnish to any person any information or data with respect to, or take any Person that is seeking other action to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would may reasonably be expected to lead to, any Acquisition Proposal. The Company will notify Evergreen immediately of any inquiries or proposals with respect to any Acquisition Proposal that is received by, or any such negotiations or discussions that are sought to be initiated with, the Company. For purposes of this Agreement, "Acquisition Proposal" means any proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or Evergreen or any Significant Subsidiary of the Company or Evergreen, or any purchase of all or any significant portion of the assets of the Company or Evergreen or any Significant Subsidiary of the Company or Evergreen, or any equity interest in the Company or Evergreen or any Significant Subsidiary of the Company or Evergreen, other than the transactions contemplated hereby; provided, however, that an Acquisition Proposal shall not include a currently planned acquisition or disposition of broadcast properties disclosed in writing prior to execution and delivery of this Agreement by either the Company or Evergreen to the other. (b) Evergreen shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, Evergreen or any of its subsidiaries to, directly or indirectly, (iiii) shall immediately notify Parent solicit, initiate or its Representatives in writing of such Stockholder’s receipt encourage the submission of any Acquisition Proposal or (ii) participate in any request for discussions or negotiations regarding, or furnish to 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 be reasonably be expected to lead to, any Acquisition Proposal. Evergreen will notify the Company immediately of any inquiries or proposals with respect to any Acquisition ProposalProposal that is received by, and provide Parent with copies or any negotiations or discussions that are sought to be initiated with, Evergreen. (c) Nothing contained in this Section 4.5 shall prohibit the respective Board of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) Directors of the status of Company or Evergreen from taking and disclosing to its stockholders a position in accordance with Rules 14d-9 and 14e-2 under the Exchange Act with respect to a tender offer or any such Acquisition Proposal received exchange offer commenced by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).a third party. 4.6

Acquisition Proposals. Neither CCI nor its directors, officers, employees, financial advisors, legal counsel, accountants and other agents and representatives shall (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereofencourage, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements initiate or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) shall not, and shall cause its Representatives not tosolicit, directly or indirectly, (A) conduct any inquiries or the making of any proposals by, or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, any third party (other than Pentair and Pentair Subsidiary) concerning any merger, consolidation, sale of assets, tender offer, sale of shares or furnish similar transaction involving CCI or any information significant assets of CCI, other than the Merger (each an "Acquisition Proposal"), or data to, (b) disclose directly or indirectly to any Person that is seeking person preparing to make, has made or, to the knowledge of such Stockholder, is considering making make an Acquisition Proposal any confidential information regarding CCI, or otherwise (c) enter into any understanding, agreement or commitment with any third party providing for an acquisitive transaction, equity investment or sale of any significant assets of CCI. Notwithstanding the foregoing, the Board of Directors or any committee thereof appointed for purposes of the foregoing (a "Committee"), officers, employees, representatives and agents of CCI may (i) take action upon receipt of the advice of special legal counsel that such actions action is advisable in connection with order to fulfill the fiduciary duties of the Board or for the purpose Committee, and (ii) provide confidential information regarding CCI to a potential purchaser upon the prior written request of encouraging such purchaser whom the Board or facilitating an Acquisition ProposalCommittee reasonably believes (A) is qualified and creditworth, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way will not use such information to the competitive disadvantage of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, CCI and (C) enter into any agreement (whether bindingintends to make a serious offer which may result in a transaction more favorable to the shareholders of CCI than the consideration payable in connection with the Merger, non-binding, conditional or otherwise) with respect provided that such disclosure is made subject to an Acquisition Proposalappropriate confidentiality agreement, or approve, endorse or recommend and the request does not arise as a result of any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (solicitation for expression of interest by CCI or any Representative of a Person) that has madeits directors, is seeking to makeofficers, has informed the Company employees, financial advisors, legal counsel, accountants or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall other agents and representatives. CCI will notify Pentair immediately notify Parent or its Representatives in writing of such Stockholder’s receipt of if any Acquisition Proposal or any request for discussions confidential information is received, shall inform Pentair if CCI's Board or negotiations with respect Committee has been advised by special legal counsel to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any consider such Acquisition Proposal received in order to fulfill the fiduciary duties of the Board of Directors and shall provide to Pentair such information regarding any Acquisition Proposal or request for information as Pentair may reasonably request. No action contemplated or permitted by such Stockholder (including the content and status this Section 4.8 shall in any manner be construed or deemed to diminish, relieve or release any obligations of all material discussions and communications in respect thereof and any change CCI or proposed change Pentair to the terms thereof)pay a termination fee or expense reimbursement pursuant to Sections 10.2, 10.3 or 10.4 below.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder shall cease and cause to be terminated any discussions or negotiations with any Person and its Affiliates and Representatives related to any Acquisition Proposal and, except as permitted by Section 3,3(b), will not, and will not authorize any of its respective Representatives to, and shall not publicly announce any intention to, directly or indirectly, (i) shall terminate all soliciting activitiessolicit, discussionsinitiate, negotiationspropose or induce the making, agreements submission or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for informationannouncement of, or other communication knowingly encourage, facilitate or assist, any proposal or offer that constitutes, or would reasonably be expected to lead to, or that constitutes, an Acquisition Proposal, ; (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions concerning, or negotiations provide access or otherwise furnish to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub), any non-public information relating to the Company or any of its Subsidiaries or any of their respective properties, books, records or personnel or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, or otherwise relating to or in connection with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission making of any proposal or offer that constitutes, or would reasonably be expected to lead to, to an Acquisition Proposal, ; (Ciii) enter into participate or engage in discussions or negotiations with any agreement (whether binding, non-binding, conditional or otherwise) Person with respect to an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, or ; (iv) approve, endorse or recommend any Acquisition Proposal Proposal; or (Dv) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract or agreement in principle, understanding or arrangement, in each case, relating to an Acquisition Transaction or any Contract requiring the Company to abandon, terminate or fail to consummate the Merger or the other Transactions; (vi) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, ; or (iiivii) shall immediately notify Parent resolve or its Representatives in writing of such Stockholder’s receipt of agree to take any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof)foregoing actions.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for informationinfoiuiation, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s 's receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).. 4

Acquisition Proposals. (a) From Notwithstanding any other provision to the date hereof until contrary contained herein, during the termination of this Agreement in accordance with Section 5.1 hereofGo-Shop Period, each Stockholder the Company, the Company Subsidiaries and their respective Representatives shall have the right to, directly or indirectly, (i) shall terminate all soliciting activitiesinitiate, discussionssolicit or knowingly encourage, negotiations, agreements assist or arrangements by facilitate (or on behalf publicly propose or announce any intention or desire to do any of such Stockholder with the foregoing) any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for informationinquiries regarding, or the making of any proposals, offers, requests, correspondence or other communication communications that constitutes, constitute or would reasonably be expected to lead to, an Acquisition Proposal, ; (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter intocontinue, continue or otherwise participate in any negotiations or discussions or negotiations withconcerning, or furnish provide or cause to be provided any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding data relating to the Company or any communication) of the Company Subsidiaries in connection with, any inquiries regarding, effort or the making, announcement attempt by any other person to seek to do or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend ; (iii) comply with any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking request for non-public information relating to make, has informed the Company or any Company Subsidiary or for access to any of the properties, books or records of the Company or any Company Subsidiary by any person and/or (iv) waive, terminate, modify, or fail to enforce any standstill or similar provision in any confidentiality agreement or other agreement with any person (any person with which, or with respect to which, the actions described in clauses (i) – (iv) are taken, a “Solicited Person”); provided, that prior to providing any non-public information concerning the Company or the Company Subsidiaries to a Solicited Person, such Stockholder Solicited Person shall have entered into an Acceptable Confidentiality Agreement; provided, further, that the Company shall provide to Parent prior to or simultaneously with the delivery of any intention such information to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of the person making such Stockholder’s receipt of any Acquisition Proposal or any request for discussions of its Representatives any non-public information concerning the Company or negotiations with respect any Company Subsidiary that is provided to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change person or proposed change its Representatives that was not previously provided or Made Available to the terms thereof).Parent. “

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any Person (other than the Company, Parent, Merger Sub or their respective Representatives) regarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) shall not, and shall cause its Representatives not to, directly or indirectly, (A) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any information or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (C) enter into any agreement (whether binding, non-binding, conditional or otherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (iii) shall immediately notify Parent or its Representatives in writing of such Stockholder’s 's receipt of any Acquisition Proposal or any request for discussions or negotiations with respect to any Acquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or proposed change to the terms thereof).. 4