Common use of Alternative Proposals Clause in Contracts

Alternative Proposals. (a) Neither the Company nor any Affiliate shall (and the Company shall use its reasonable best efforts to cause the officers, directors, employees, representatives and agents of the Company, and each of its Affiliates, including, but not limited to, investment bankers, attorneys and accountants, not to), directly or indirectly, solicit, participate in, encourage, or initiate discussions or negotiations with, or provide any information to, any Person (other than Purchaser, any of its Affiliates or representatives) concerning or which would reasonably facilitate or be expected to lead to any Takeover Proposal, except that nothing contained in this Section 4.2 or any other provision hereof shall prohibit the Company or the Company's Board of Directors from making such disclosure to the Company's stockholders as, in the good faith judgment of the Company's Board of Directors, after receiving advice from outside counsel, is required under Applicable Law, provided that the Company may not, approve or recommend, or propose to approve or recommend, any Takeover Proposal, or enter into any letter of interest, agreement or other arrangement with respect to any Takeover Proposal. Upon execution of this Agreement, the Company will immediately cease any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing, prior to the Closing, the Company may furnish information concerning its business, properties or assets to any Person or group and may negotiate and participate in discussions and negotiations with such Person or group concerning a Takeover Proposal if: the Company's Board of Directors determines in good faith, after consultation with outside legal counsel that such action is necessary for it to comply with its fiduciary duty under Applicable Law. The Company will promptly notify Purchaser of the existence of any proposal, discussion, negotiation or inquiry received by the Company regarding any Takeover Proposal, and the Company will promptly communicate to Purchaser the terms of any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Purchaser copies of any written materials received by the Company in connection with such proposal, discussion, negotiation or inquiry) regarding any Takeover Proposal and the identity of the party making such proposal or inquiry or engaging in such discussion or negotiation. The Company will promptly provide to Purchaser any non-public information concerning the Company provided to any other Person which was not previously provided to Purchaser. The Company will keep Purchaser informed of the status and details of any such Takeover Proposal and of any amendments or proposed amendments to any Takeover Proposal and will promptly (but in no case later than 24 hours) notify Purchaser of any determination by the Company's Board of Directors that it is considering accepting a Takeover Proposal.

Alternative Proposals. (a) Neither the Company nor any Affiliate of its Subsidiaries shall, and they shall cause their officers, directors and employees and direct their agents and representatives (and including, without limitation, any investment banker, attorney or accountant retained by the Company shall use or its reasonable best efforts Subsidiaries) not to cause the officersinitiate, directorssolicit, employees, representatives and agents of the Company, and each of its Affiliates, including, but not limited to, investment bankers, attorneys and accountants, not to)or knowingly encourage, directly or indirectly, solicit, any inquiries or the making or implementation of any Alternative Proposal (as defined below) or participate in, encourage, or initiate discussions or in any negotiations withconcerning, or provide any confidential information or data to, afford access to the properties, books or records of the Company or its Subsidiaries to, or have any discussions with, any Person (other than Purchaser, any of its Affiliates or representatives) concerning or which would reasonably facilitate or be expected relating to lead to any Takeover an Alternative Proposal, except or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; provided, however, that nothing contained in this Section 4.2 or any other provision hereof 5.1 shall prohibit the Company or the Company's its Board of Directors from making such disclosure from: (i) at any time prior to obtaining the Company Stockholder Approval (the "COMPANY APPLICABLE PERIOD"), participating in discussions or negotiations with, providing confidential information or data to, or affording access to the Company's stockholders asproperties, books or records of the Company or its Subsidiaries to, any Person who has made, in the good faith judgment of the Company's Board of DirectorsDirectors of the Company after consultation with their financial advisors, a bona fide written Alternative Proposal that would reasonably be expected to result in a Superior Proposal (as defined below); PROVIDED THAT: (w) such Alternative Proposal was not initiated, solicited or knowingly encouraged by the Company, its Subsidiaries or their agents in violation of this Section 5.1, (x) the Company has complied with its obligations under this Section 5.1, (y) the Board of Directors of the Company, after receiving advice from consultation with outside legal counsel, is required under Applicable Law, provided determines in good faith that the Company may not, approve or recommend, or propose failure to approve or recommend, any Takeover Proposal, or enter into any letter of interest, agreement or other arrangement with respect to any Takeover Proposal. Upon execution of this Agreement, the Company will immediately cease any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing, prior to the Closing, the Company may furnish information concerning its business, properties or assets to any Person or group and may negotiate and so participate in discussions or negotiations, provide confidential information or data or afford access would result in a breach of the fiduciary duty of the Board of Directors of the Company to stockholders of the Company under applicable Law and negotiations with (z) a copy of all the information provided to such Person is delivered simultaneously to Parent if it has not previously been furnished or group concerning a Takeover Proposal if: made available to Parent or (ii) making such disclosure to the Company's stockholders, if the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel counsel, that the failure to disclose such action is necessary for it to comply with its information would result in a breach of the fiduciary duty under Applicable Law. The Company will promptly notify Purchaser of the existence of any proposal, discussion, negotiation or inquiry received by the Company regarding any Takeover Proposal, and the Company will promptly communicate to Purchaser the terms of any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Purchaser copies of any written materials received by the Company in connection with such proposal, discussion, negotiation or inquiry) regarding any Takeover Proposal and the identity of the party making such proposal or inquiry or engaging in such discussion or negotiation. The Company will promptly provide to Purchaser any non-public information concerning the Company provided to any other Person which was not previously provided to Purchaser. The Company will keep Purchaser informed of the status and details of any such Takeover Proposal and of any amendments or proposed amendments to any Takeover Proposal and will promptly (but in no case later than 24 hours) notify Purchaser of any determination by the Company's Board of Directors that it is considering accepting of the Company to the stockholders of the Company under applicable Law. Any actions permitted under clauses (i) and (ii) above, and taken in compliance with the foregoing, shall not be deemed a Takeover Proposalbreach of any other covenant or agreement of such party contained in this Agreement.

Alternative Proposals. Prior to the Effective Time, the Company agrees (a) Neither the Company that neither it nor any Affiliate of its Subsidiaries shall, nor shall (and the Company shall use it or any of its reasonable best efforts to cause the Subsidiaries, knowingly permit their respective officers, directors, employees, agents and representatives and agents of the Company(including, and each without limitation, any investment banker, attorney or accountant retained by it or any of its Affiliates, including, but not limited Subsidiaries) to, investment bankersinitiate, attorneys and accountants, not to)solicit or encourage, directly or indirectly, solicitthe submission of any proposal or offer (including, participate inwithout limitation, encourageany proposal or offer to its stockholders) with respect to a merger, consolidation, reorganization, exchange, plan of liquidation or similar transaction involving the Company or its Subsidiaries, or initiate discussions any purchase of any equity securities of the Company or all or any significant portion of the assets of the Company or its Subsidiaries other than the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations withconcerning, or provide any confidential information or data to, or have any Person (other than Purchaserdiscussions with, any of its Affiliates person or representativesentity relating to an Alternative Proposal or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) concerning or which would reasonably facilitate or that it will promptly cease and cause to be expected to lead to any Takeover Proposal, except that nothing contained in this Section 4.2 or any other provision hereof shall prohibit the Company or the Company's Board of Directors from making such disclosure to the Company's stockholders as, in the good faith judgment of the Company's Board of Directors, after receiving advice from outside counsel, is required under Applicable Law, provided that the Company may not, approve or recommend, or propose to approve or recommend, any Takeover Proposal, or enter into any letter of interest, agreement or other arrangement with respect to any Takeover Proposal. Upon execution of this Agreement, the Company will immediately cease terminated any existing activities, discussions or negotiations with any Persons person or entity conducted heretofore with respect to any of the foregoing. Notwithstanding ; and (c) that it will notify the foregoingPurchaser promptly if any such inquiries or proposals are received by, prior any such information is requested from, or any such negotiations or discussions are sought to the Closingbe initiated or continued with, the Company may furnish information concerning its businessCompany; provided, properties or assets to any Person or group and may negotiate and participate however, that nothing contained in discussions and negotiations with such Person or group concerning a Takeover Proposal if: this Section 5.1 shall prohibit the Company's Board of Directors of the Company and its authorized representatives from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited Alternative Proposal, if, and only to the extent that, (A) the Board of Directors of the Company, based upon the advice of outside counsel, determines in good faith, after consultation with outside legal counsel faith that such action is necessary required for it the Board of Directors to comply with its fiduciary duty under Applicable Law. The Company will promptly notify Purchaser of the existence of any proposalduties to stockholders imposed by law, discussion(B) prior to furnishing such information to, negotiation or inquiry received by entering into discussions or negotiations with, such person or entity, the Company regarding any Takeover Proposalprovides written notice to the Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (C) the Company will promptly communicate to keeps the Purchaser the terms of any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Purchaser copies of any written materials received by the Company in connection with such proposal, discussion, negotiation or inquiry) regarding any Takeover Proposal and the identity of the party making such proposal or inquiry or engaging in such discussion or negotiation. The Company will promptly provide to Purchaser any non-public information concerning the Company provided to any other Person which was not previously provided to Purchaser. The Company will keep Purchaser reasonably informed of the status and details of all material information with respect to any such Takeover discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 7 hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal and for as long as this Agreement remains in effect (it being agreed that for as long as this Agreement remains in effect, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation of any amendments or proposed amendments to any Takeover Proposal and will promptly (but in no case later than 24 hours) notify Purchaser of any determination by the Company's Board of Directors that it is considering accepting a Takeover ProposalCompany under this Agreement.

Alternative Proposals. The Company agrees (a) Neither that, between the Company date hereof and the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8, neither it nor any Affiliate of its Subsidiaries shall, and it shall (direct and the Company shall use its reasonable best efforts to cause the its officers, directors, employees, agents and representatives and agents of the Company(including, and each without limitation, any investment banker, attorney or accountant retained by it or any of its Affiliates, including, but Subsidiaries) (the "Representatives") not limited to, investment bankersinitiate, attorneys and accountants, not to)solicit or encourage, directly or indirectly, solicitany inquiries or the making or implementation of any proposal or offer (including, participate inwithout limitation, encourageany proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or initiate discussions any purchase of all or any significant portion of the assets or any equity securities (other than pursuant to outstanding Options, Warrants and Purchase Rights) of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations withconcerning, or provide any confidential information or data to, any Person (other than Purchaserafford access to the properties, books or records of the Company or any of its Affiliates or representatives) concerning or which would reasonably facilitate or be expected to lead to any Takeover Proposal, except that nothing contained in this Section 4.2 or any other provision hereof shall prohibit the Company or the Company's Board of Directors from making such disclosure to the Company's stockholders as, in the good faith judgment of the Company's Board of Directors, after receiving advice from outside counsel, is required under Applicable Law, provided that the Company may not, approve or recommendSubsidiaries to, or propose to approve or recommendhave any discussions with, any Takeover person relating to an Alternative Proposal, or enter into otherwise facilitate any letter of interest, agreement effort or other arrangement with respect attempt to any Takeover make or implement an Alternative Proposal. Upon execution of this Agreement, the Company ; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons parties conducted heretofore with respect to any of the foregoing. Notwithstanding , and it will take the foregoing, prior necessary steps to inform such parties of the Closing, the Company may furnish information concerning its business, properties or assets to any Person or group obligations undertaken in this Section 6.1; and may negotiate and participate in discussions and negotiations with such Person or group concerning a Takeover Proposal if: the Company's Board of Directors determines in good faith, after consultation with outside legal counsel (c) that such action is necessary for it to comply with its fiduciary duty under Applicable Law. The Company will promptly notify Purchaser immediately of the existence of any proposal, discussion, negotiation or inquiry received by the Company regarding any Takeover Proposal, and the Company will promptly communicate to Purchaser the terms of any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Purchaser copies of any written materials received by the Company in connection with such proposal, discussion, negotiation or inquiry) regarding any Takeover Proposal and the identity of the party making potential acquiror and the terms of such person's or entity's proposal 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, the Company; provided, however, that nothing contained in this Section 6.1 shall prohibit the Company or its Subsidiaries or its Representatives, upon approval by the Board, from (i) prior to the acceptance for payment of shares of Common Stock by Merger Sub pursuant to the Offer, furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of substantially all of the assets of the Company, a business combination or other similar transaction, if, and only to the extent that, (A) such proposal or inquiry or engaging in such discussion or negotiation. The Company will promptly provide to Purchaser any non-public information concerning the Company provided to any other Person which was not previously provided to Purchaser. The Company will keep Purchaser informed of the status and details of any such Takeover Proposal and of any amendments solicited, encouraged or proposed amendments to any Takeover Proposal and will promptly (but in no case later than 24 hours) notify Purchaser of any determination knowingly facilitated by the Company's , its Subsidiaries or their agents in violation of this Section 6.1 or the letter, dated May 27, 1999, from Wonderware Corporation to the Company, (B) such proposal is not subject to the receipt of any necessary financing, unless the Board of Directors that it is considering accepting a Takeover Proposal.has determined

Alternative Proposals. (a) Neither Subject to the proviso of this Section 6.2, prior to the Effective Time, the Company agrees that (i) neither it nor any Affiliate shall (and of the Company Subsidiaries shall, and it shall use its reasonable best efforts to cause the its officers, directors, employees, agents and representatives and agents (including, without limitation, any investment banker, attorney or accountant retained by it or any of the Company, and each of its Affiliates, including, but Company Subsidiaries) not limited to, investment bankersinitiate, attorneys and accountants, not to)solicit or encourage, directly or indirectly, solicitany inquiries or the making or implementation of any proposal or offer (including, participate inwithout limitation, encourageany proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction (other than a transaction contemplated and permitted pursuant to Section 7.2.5 hereof) involving, or initiate discussions any purchase of all or any significant portion of the assets or any equity securities of, the Company or any Company Subsidiary (any such proposal or offer being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations withor enter into any agreement concerning, or provide any confidential information or data to, or have any Person (other than Purchaserdiscussions with, any of its Affiliates or representatives) concerning or which would reasonably facilitate or be expected person relating to lead to any Takeover Proposal, except that nothing contained in this Section 4.2 or any other provision hereof shall prohibit the Company or the Company's Board of Directors from making such disclosure to the Company's stockholders as, in the good faith judgment of the Company's Board of Directors, after receiving advice from outside counsel, is required under Applicable Law, provided that the Company may not, approve or recommend, or propose to approve or recommend, any Takeover an Alternative Proposal, or enter into otherwise facilitate any letter of interesteffort or attempt to make or implement an Alternative Proposal, agreement or other arrangement with respect to any Takeover Proposal. Upon execution of this Agreement, the Company will (ii) it shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons parties conducted heretofore with respect to any of the foregoing. Notwithstanding , and it shall take the foregoingnecessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 6.2 and (iii) it shall notify WMS as promptly as practicable if any such inquiries or proposals are received by, prior any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 6.2 shall prohibit the Closing, the Company may furnish information concerning its business, properties or assets to any Person or group and may negotiate and participate in discussions and negotiations with such Person or group concerning a Takeover Proposal if: the Company's Board of Directors of the Company from (a) after notice to WMS, furnishing information to, or entering into negotiations or discussions with, any person or entity that makes an unsolicited bona fide Alternative Proposal if the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel counsel, that such action is necessary for it the failure to comply with do so could reasonably be deemed a breach of its fiduciary duty duties under Applicable Law. The Company will promptly notify Purchaser of applicable law, (b) failing to make, withdrawing, modifying or changing the existence of any proposal, discussion, negotiation or inquiry received by recommendation referred to the Company regarding any Takeover ProposalStockholders, the approval and adoption of this Agreement if the Company will promptly communicate to Purchaser the terms of any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Purchaser copies of any written materials received by the Company in connection with such proposal, discussion, negotiation or inquiry) regarding any Takeover Proposal and the identity of the party making such proposal or inquiry or engaging in such discussion or negotiation. The Company will promptly provide to Purchaser any non-public information concerning the Company provided to any other Person which was not previously provided to Purchaser. The Company will keep Purchaser informed of the status and details of any such Takeover Proposal and of any amendments or proposed amendments to any Takeover Proposal and will promptly (but in no case later than 24 hours) notify Purchaser of any determination by the Company's Board of Directors of the Company determines in good faith, after consultation with counsel, that it making such recommendation, or the failure to withdraw, modify or change such recommendation, could reasonably be deemed a breach of its fiduciary duties under applicable law, (c) recommending to the Company Stockholders an Alternative Proposal that the Board of Directors of the Company determines in good faith, after consultation with its financial advisor, is considering accepting likely to be more favorable, from a Takeover financial point of view, to the Company Stockholders, than the Merger or (d) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal.. 6.3

Alternative Proposals. The Company agrees (a) Neither that, between the Company date hereof and the Effective Time, neither it nor any Affiliate of its subsidiaries shall, and it shall (and the Company shall use direct its reasonable best efforts to cause the officers, directors, employeesagents and representatives (including, representatives and agents without limitation, any investment banker, attorney or accountant retained by it or the Special Committee) not to, initiate, solicit or knowingly encourage, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) to acquire the Company pursuant to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or in excess of 20% of the Companyassets or equity securities of, and each the Company or any of its Affiliates, including, but not limited to, investment bankers, attorneys and accountants, not to), directly material Subsidiaries (any such proposal or indirectly, solicit, participate in, encourage, offer being hereinafter referred to as an "ALTERNATIVE PROPOSAL") or initiate discussions or engage in any negotiations withconcerning, or provide any confidential information or data to, afford access to the properties, books or records of the Company or any of its Subsidiaries to, or have any discussions with, any Person relating to an Alternative Proposal; (other than Purchaser, any of its Affiliates or representativesb) concerning or which would reasonably facilitate or be expected to lead to any Takeover Proposal, except that nothing contained in this Section 4.2 or any other provision hereof shall prohibit the Company or the Company's Board of Directors from making such disclosure to the Company's stockholders as, in the good faith judgment of the Company's Board of Directors, after receiving advice from outside counsel, is required under Applicable Law, provided that the Company may not, approve or recommend, or propose to approve or recommend, any Takeover Proposal, or enter into any letter of interest, agreement or other arrangement with respect to any Takeover Proposal. Upon execution of this Agreement, the Company it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons parties conducted heretofore with respect to any of the foregoing. Notwithstanding ; and (c) that it will notify Purchaser promptly of the foregoingterms of such Person's or entity's inquiry or proposal if any such inquiries or proposals are received by the Company; PROVIDED, HOWEVER, that nothing contained in this SECTION 6.1 shall prohibit the Company or its subsidiaries, upon approval of the Special Committee, from (i) complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or otherwise make any disclosure required by applicable Law to its stockholders related to an Alternative Proposal, or (ii) prior to the Closingacceptance for payment of shares of Common Stock by Purchaser pursuant to the Offer, furnishing information to, or entering into discussions or negotiations with, any Person or entity that makes an unsolicited bona fide Alternative Proposal, only if (A) such proposal was not initially solicited, encouraged or knowingly facilitated by the Company, its Subsidiaries or their agents in violation of this SECTION 6.1, (B) prior to furnishing information to, or entering into discussions or negotiations with, such Person or entity, the Company may furnish provides written notice to Purchaser to the effect that it is furnishing information concerning its businessto, properties or assets to any Person entering into discussions or group and may negotiate and participate in discussions and negotiations with with, such Person or group concerning a Takeover Proposal if: entity, and (C) the Company's Board of Directors Special Committee determines in good faith, after consultation with outside legal counsel that such action proposal is, or is necessary for it likely to comply with its fiduciary duty under Applicable Lawlead to a proposal that is, more favorable from a financial point of view to the stockholders of the Company as compared to the Offer and the Merger (such proposal meeting the requirements of clauses (A), (B) and (C) being a "SUPERIOR PROPOSAL"). The Company will promptly notify Purchaser of the existence of any proposal, discussion, negotiation or inquiry received by the Company regarding any Takeover Proposal, and the Company will promptly communicate to Purchaser the terms of any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Purchaser copies of any written materials received by the Company in connection with such proposal, discussion, negotiation or inquiry) regarding any Takeover Proposal and the identity of the party making such proposal or inquiry or engaging in such discussion or negotiation. The Company will promptly provide to Purchaser any non-public information concerning the Company provided to any other Person which was not previously provided to Purchaser. The Company will shall keep Purchaser informed of the status and details of any such Takeover Proposal discussions or negotiations and the terms of any amendments or proposed amendments to any Takeover Proposal and will promptly proposal (but need not disclose the identity of such Person or entity) and, to the extent applicable, shall comply with Rule 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in no case later than 24 hoursthis SECTION 6.1 shall (x) notify Purchaser permit the Company to terminate this Agreement (except as specifically provided in ARTICLE 8 hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement, or (z) affect any determination by other obligation of the Company's Board of Directors that it is considering accepting a Takeover Proposal.Company under this Agreement

Alternative Proposals. The Company agrees (a) Neither that, between the Company date hereof and the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8, neither it nor any Affiliate of its Subsidiaries shall, and it shall (direct and the Company shall use its reasonable best efforts to cause the its officers, directors, employees, agents and representatives and agents of the Company(including, and each without limitation, any investment banker, attorney or accountant retained by it or any of its Affiliates, including, but Subsidiaries) (the "REPRESENTATIVES") not limited to, investment bankersinitiate, attorneys and accountants, not to)solicit or encourage, directly or indirectly, solicitany inquiries or the making or implementation of any proposal or offer (including, participate inwithout limitation, encourageany proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or initiate discussions any purchase of all or any significant portion of the assets or any equity securities (other than pursuant to outstanding Options, Warrants and Purchase Rights) of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "ALTERNATIVE PROPOSAL") or engage in any negotiations withconcerning, or provide any confidential information or data to, any Person (other than Purchaserafford access to the properties, books or records of the Company or any of its Affiliates or representatives) concerning or which would reasonably facilitate or be expected to lead to any Takeover Proposal, except that nothing contained in this Section 4.2 or any other provision hereof shall prohibit the Company or the Company's Board of Directors from making such disclosure to the Company's stockholders as, in the good faith judgment of the Company's Board of Directors, after receiving advice from outside counsel, is required under Applicable Law, provided that the Company may not, approve or recommendSubsidiaries to, or propose to approve or recommendhave any discussions with, any Takeover person relating to an Alternative Proposal, or enter into otherwise facilitate any letter of interest, agreement effort or other arrangement with respect attempt to any Takeover make or implement an Alternative Proposal. Upon execution of this Agreement, the Company ; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons parties conducted heretofore with respect to any of the foregoing. Notwithstanding , and it will take the foregoingnecessary steps to inform such parties of the obligations undertaken in this SECTION 6.1; and (c) that it will notify Purchaser immediately of the identity of the potential acquiror and the terms of such person's or entity's proposal 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, the Company; provided, however, that nothing contained in this SECTION 6.1 shall prohibit the Company or its Subsidiaries or its Representatives, upon approval by the Board, from (i) prior to the Closingacceptance for payment of shares of Common Stock by Merger Sub pursuant to the Offer, furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire the Company may furnish information concerning its businesspursuant to a merger, properties or consolidation, share exchange, purchase of substantially all of the assets to any Person or group and may negotiate and participate in discussions and negotiations with such Person or group concerning a Takeover Proposal if: of the Company's , a business combination or other similar transaction, if, and only to the extent that, (A) such proposal was not solicited, encouraged or knowingly facilitated by the Company, its Subsidiaries or their agents in violation of this SECTION 6.1 or the letter, dated May 27, 1999, from Wonderware Corporation to the Company, (B) such proposal is not subject to the receipt of any necessary financing, unless the Board of Directors determines has determined in good faith, based on the advice of the Financial Advisor or other nationally recognized investment banking firm, that such proposal is readily financeable and involves consideration that provides a higher value per share than the Merger Consideration, (C) the Board of Directors of the Company determines in good faith after consultation with receiving a written opinion from outside legal counsel that the failure to take such action is necessary for it to comply with would be a violation by the Board of Directors of its fiduciary duty duties to stockholders imposed by Law and (D) prior to furnishing information to, or entering into discussions or negotiations with, such person or entity, the Company provides written notice to Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity; and (ii) to the extent applicable, complying with Rule 14e-2(a) promulgated under Applicable Lawthe Exchange Act with regard to an Alternative Proposal. The Company will promptly notify shall keep Purchaser immediately informed of the existence status of any proposal, discussion, negotiation such discussions or inquiry received by negotiations permitted pursuant to the Company regarding any Takeover Proposal, previous sentence (including the identity of such person or entity and the Company will promptly communicate to Purchaser the terms of any proposal, discussion, negotiation or inquiry which it may receive ). Nothing in this SECTION 6.1 shall (and will promptly provide to Purchaser copies of any written materials received by x) permit the Company to terminate this Agreement (except as specifically provided in connection ARTICLE 8 hereof), (y) permit the Company to enter into any agreement with such proposalrespect to an Alternative Proposal during the term of this Agreement, discussion, negotiation or inquiry(z) regarding affect any Takeover Proposal and the identity other obligation of the party making such proposal or inquiry or engaging in such discussion or negotiation. The Company will promptly provide to Purchaser any non-public information concerning the Company provided to any other Person which was not previously provided to Purchaser. The Company will keep Purchaser informed of the status and details of any such Takeover Proposal and of any amendments or proposed amendments to any Takeover Proposal and will promptly (but in no case later than 24 hours) notify Purchaser of any determination by the Company's Board of Directors that it is considering accepting a Takeover Proposalunder this Agreement.

Alternative Proposals. (a) The Company, its affiliates and their respective officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties other than Parent or Merger Sub conducted heretofore with respect to a Transaction and, pursuant to the confidentiality agreements with such parties, the Company shall direct such parties to return to the Company all confidential information provided by or on behalf of the Company to such parties, shall direct such parties to destroy any documents or other materials they created containing confidential information provided by or on behalf of the Company, and shall use its reasonable best efforts to see that such information is returned or destroyed. Neither the Company nor any Affiliate shall (of its Subsidiaries shall, and the Company shall use its reasonable best efforts to cause the its and its Subsidiaries respective officers, directors, employees, representatives and agents of the Companyaccountants, and each of its Affiliates, including, but not limited tocounsel, investment bankers, attorneys financial advisors and accountants, other representatives ("Representatives") not to), (i) --------------- directly or indirectly, solicitinitiate, participate in, solicit or encourage, or initiate take any action to facilitate the making of, any Takeover Proposal (as defined below), or (ii) directly or indirectly, engage in negotiations or discussions or negotiations with, or provide any confidential information or data to, any Person (other than Purchaser, any of its Affiliates or representatives) concerning or which would reasonably facilitate or be expected to lead person relating to any Takeover Proposal; provided, except however, that nothing contained at any time prior to the date of the Stockholders' meeting contemplated by Section 5.3 (the "Applicable Period"), the ----------------- Company may, in response to a Superior Proposal (as defined below) which was not solicited by it or any Representative of the Company and which did not otherwise result from a breach of this Section 4.2 or any other provision hereof shall prohibit the Company or the Company's Board 5.1(a), and subject to providing written notice of Directors from making its decision to take such disclosure action to the Company's stockholders asParent (the "Notice") and ------ compliance with Section 5.1(c), in but only after the good faith judgment third business day following delivery of the Company's Board of Directors, after receiving advice from outside counsel, is required under Applicable Law, provided that the Company may not, approve or recommend, or propose Notice to approve or recommend, any Takeover Proposal, or enter into any letter of interest, agreement or other arrangement Parent (x) furnish information with respect to any Takeover Proposal. Upon execution of this Agreement, the Company will immediately cease and/or its Subsidiaries to any existing activities, person making a Superior Proposal pursuant to a customary confidentiality agreement (as determined by the Company after consultation with its outside counsel) and (y) participate in discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing, prior to the Closing, the Company may furnish information concerning its business, properties or assets to any Person or group and may negotiate and participate in discussions and negotiations with regarding such Person or group concerning a Takeover Proposal if: the Company's Board of Directors determines in good faith, after consultation with outside legal counsel that such action is necessary for it to comply with its fiduciary duty under Applicable Law. The Company will promptly notify Purchaser of the existence of any proposal, discussion, negotiation or inquiry received by the Company regarding any Takeover Proposal, and the Company will promptly communicate to Purchaser the terms of any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Purchaser copies of any written materials received by the Company in connection with such proposal, discussion, negotiation or inquiry) regarding any Takeover Proposal and the identity of the party making such proposal or inquiry or engaging in such discussion or negotiation. The Company will promptly provide to Purchaser any non-public information concerning the Company provided to any other Person which was not previously provided to Purchaser. The Company will keep Purchaser informed of the status and details of any such Takeover Proposal and of any amendments or proposed amendments to any Takeover Proposal and will promptly (but in no case later than 24 hours) notify Purchaser of any determination by the Company's Board of Directors that it is considering accepting a Takeover Superior Proposal.

Alternative Proposals. Prior to the Effective Time, Enviroq agrees (a) Neither the Company that neither it nor any Affiliate of its Subsidiaries shall, nor shall (and the Company shall use it or any of its reasonable best efforts to cause the Subsidiaries permit their respective officers, directors, employees, agents and representatives and agents of the Company(including any investment banker, and each attorney or accountant retained by it or any of its Affiliates, including, but not limited Subsidiaries) to, investment bankersinitiate, attorneys and accountants, not to)solicit or encourage, directly or indirectly, solicitany inquiries or the making or implementation of any proposal or offer (including any proposal or offer to its stockholders) with respect to a merger, participate inacquisition, encourageconsolidation or similar transaction involving, or initiate discussions purchase of (i) all or any significant portion of the assets of the Enviroq and its Subsidiaries taken as a whole, (ii) 15% or more of the outstanding shares of Enviroq Stock or (iii) 15% or more of the outstanding shares of the capital stock of any Subsidiary of Enviroq (any such proposal or offer being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations withconcerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Alternative Proposal (other than Purchaserexcluding the Mergers and the Redemption contemplated by this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; and (b) that it will notify IAM and CRC immediately if any such inquiries or proposals are received by, any of its Affiliates such information is requested from, or representatives) concerning any such negotiations or which would reasonably facilitate discussions are sought to be initiated or be expected to lead to any Takeover Proposalcontinued with, except it; provided, however, that nothing contained in this Section 4.2 or any other provision hereof 5.6 shall prohibit the Company board of directors of Enviroq from (i) furnishing information to or the Company's Board of Directors from making such disclosure entering into discussions or negotiations with, any Person that makes an unsolicited bona fide Alternative Proposal if, and only to the Company's stockholders asextent that, in (A) the good faith judgment board of directors of Enviroq, based upon the Company's Board advice of Directors, after receiving advice from outside counsel, is required under Applicable Law, provided determines in good faith that the Company may notfailure to terminate this Agreement and the transactions contemplated hereby would be reasonably likely to result in a breach of the directors' fiduciary duty to the stockholders of Enviroq, approve or recommend(B) prior to furnishing such information to, or propose to approve or recommend, any Takeover Proposal, or enter entering into any letter of interest, agreement or other arrangement with respect to any Takeover Proposal. Upon execution of this Agreement, the Company will immediately cease any existing activities, discussions or negotiations with any Persons conducted heretofore with respect with, such Person, Enviroq provides written notice to any of the foregoing. Notwithstanding the foregoing, prior IAM and CRC to the Closingeffect that it is furnishing information to, the Company may furnish information concerning its businessor entering into discussions or negotiations with, properties or assets to any Person or group and may negotiate and participate in discussions and negotiations with such Person or group concerning a Takeover Proposal if: the Company's Board of Directors determines in good faith, after consultation with outside legal counsel that such action is necessary for it to comply with its fiduciary duty under Applicable Law. The Company will promptly notify Purchaser of the existence of any proposal, discussion, negotiation or inquiry received by the Company regarding any Takeover ProposalPerson, and the Company will promptly communicate to Purchaser the terms of any proposal, discussion, negotiation or inquiry which it may receive (C) Enviroq keeps IAM and will promptly provide to Purchaser copies of any written materials received by the Company in connection with such proposal, discussion, negotiation or inquiry) regarding any Takeover Proposal and the identity of the party making such proposal or inquiry or engaging in such discussion or negotiation. The Company will promptly provide to Purchaser any non-public information concerning the Company provided to any other Person which was not previously provided to Purchaser. The Company will keep Purchaser CRC reasonably informed of the status and details of any such Takeover discussions; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.6 shall (x) permit Enviroq to terminate this Agreement (except as specifically provided in Article 11 hereof), (y) permit Enviroq to enter into any agreement with respect to an Alternative Proposal and for as long as this Agreement remains in effect (it being agreed that for as long as this Agreement remains in effect, Enviroq shall not enter into any agreement with any Person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation of any amendments or proposed amendments to any Takeover Proposal and will promptly (but in no case later than 24 hours) notify Purchaser of any determination by the Company's Board of Directors that it is considering accepting a Takeover ProposalEnviroq under this Agreement.

Alternative Proposals. (a) Neither the Company nor any Affiliate shall (The Company, its affiliates and the Company shall use its reasonable best efforts to cause the their respective officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any merger, consolidation, share exchange, tender offer or other business combination involving the Company or any of its Material Subsidiaries, or the acquisition (including by way of lease or license) in any manner of 10% or more of the Company, and each voting stock or equity or 10% or more of the consolidated assets of the Company or any of its AffiliatesMaterial Subsidiaries, includingother than as contemplated by this Agreement (each, but not limited to, investment bankers, attorneys and accountants, not toa "Transaction"). The Company may, directly or indirectly, prior to the Company Stockholders Meeting (as defined below), furnish non-confidential information and access, in each case only in response to unsolicited requests therefor, to any corporation, partnership, person or other entity or group, and may, prior to the Company Stockholders Meeting, participate in discussions and negotiate with such entity or group concerning any Transaction if such entity or group has submitted a written proposal to the Company Board, prior to the Company Stockholders Meeting, relating to any such Transaction (an "Alternative Proposal") and the Company Board by a majority vote determines in its good faith judgment, after consultation as to legal matters with outside legal counsel and after consultation as to financial matters with an investment banking firm of national reputation, that the Alternative Proposal is a Superior Proposal (as hereinafter defined) and that failing to take such action would constitute a breach of the Company Board's fiduciary duty. The Company Board shall provide a copy of any such written proposal to Parent immediately after receipt thereof and thereafter keep Parent promptly advised of any development with respect thereto. Except as set forth above, neither the Company or any of its affiliates, nor any of its or their respective officers, directors, employees, representatives or agents, shall, directly or indirectly, encourage, solicit, participate in, encourage, in or initiate discussions or negotiations with, or provide any information to, any Person corporation, partnership, person or other entity or group (other than PurchaserParent and Merger Sub, any affiliate or associate of its Affiliates or representatives) concerning or which would reasonably facilitate or be expected to lead to any Takeover Proposal, except that nothing contained in this Section 4.2 Parent and Merger Sub or any other provision hereof shall prohibit the Company or the Company's Board designees of Directors from making such disclosure to the Company's stockholders as, in the good faith judgment of the Company's Board of Directors, after receiving advice from outside counsel, is required under Applicable Law, provided that the Company may not, approve or recommend, or propose to approve or recommend, any Takeover ProposalParent and Merger Sub) concerning, or enter into any letter of interest, agreement or other arrangement with respect to to, any Takeover Proposal. Upon execution of this AgreementTransaction, provided, however, that nothing herein shall prevent the Company will immediately cease any existing activitiesBoard from taking, discussions or negotiations with any Persons conducted heretofore with respect and disclosing to any of the foregoing. Notwithstanding the foregoing, prior to the Closing, the Company may furnish information concerning its business, properties or assets to any Person or group and may negotiate and participate in discussions and negotiations with such Person or group concerning a Takeover Proposal if: the Company's shareholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offers; provided, further, that the Company Board shall not recommend that the shareholders of Directors the Company tender their outstanding shares of Company Common Stock in connection with any such tender offer or exchange offer unless the Company Board by a majority vote determines in its good faithfaith judgment, after consultation as to legal matters with outside legal counsel and after consultation as to financial matters with an investment banking firm of national reputation, that the tender offer is a Superior Proposal and that failing to take such action is necessary for it to comply with its would constitute a breach of the Company Board's fiduciary duty under Applicable Lawapplicable laws. The Company will promptly notify Purchaser of the existence of any proposal, discussion, negotiation or inquiry received by Nothing in this Section 5.1 shall (x) permit the Company regarding any Takeover Proposalto terminate this Agreement (except as specifically provided in Article 7 hereof), and the Company will promptly communicate to Purchaser the terms of any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Purchaser copies of any written materials received by the Company in connection with such proposal, discussion, negotiation or inquiryy) regarding any Takeover Proposal and the identity of the party making such proposal or inquiry or engaging in such discussion or negotiation. The Company will promptly provide to Purchaser any non-public information concerning the Company provided to any other Person which was not previously provided to Purchaser. The Company will keep Purchaser informed of the status and details of any such Takeover Proposal and of any amendments or proposed amendments to any Takeover Proposal and will promptly (but in no case later than 24 hours) notify Purchaser of any determination by the Company's Board of Directors that it is considering accepting a Takeover Proposal.permit the

Alternative Proposals. The Company agrees (a) Neither that, between the Company date hereof and the Effective Time, neither it nor any Affiliate of its Subsidiaries shall, and it shall (direct and the Company shall use its reasonable best efforts to cause the its officers, directors, employees, agents and representatives and agents of the Company(including, and each without limitation, any investment banker, attorney or accountant retained by it or any of its Affiliates, including, but Subsidiaries) not limited to, investment bankersinitiate, attorneys and accountants, not to)solicit or encourage, directly or indirectly, solicitany inquiries or the making or implementation of any proposal or offer (including, participate inwithout limitation, encourageany proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or initiate discussions any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "ALTERNATIVE PROPOSAL") or engage in any negotiations withconcerning, or provide any confidential information or data to, afford access to the properties, books or records of the Company or any of its Subsidiaries to, or have any discussions with, any Person (other than Purchaser, any of its Affiliates or representatives) concerning or which would reasonably facilitate or be expected relating to lead to any Takeover Proposal, except that nothing contained in this Section 4.2 or any other provision hereof shall prohibit the Company or the Company's Board of Directors from making such disclosure to the Company's stockholders as, in the good faith judgment of the Company's Board of Directors, after receiving advice from outside counsel, is required under Applicable Law, provided that the Company may not, approve or recommend, or propose to approve or recommend, any Takeover an Alternative Proposal, or enter into otherwise facilitate any letter of interest, agreement effort or other arrangement with respect attempt to any Takeover make or implement an Alternative Proposal. Upon execution of this Agreement, the Company ; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons parties conducted heretofore with respect to any of the foregoing. Notwithstanding , and it will take the foregoingnecessary steps to inform such parties of the obligations undertaken in this SECTION 6.1; and (c) that it will notify Parent immediately of the identity of the potential acquirer and the terms of such Person's or entity's proposal 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, the Company; provided, however, that nothing contained in this SECTION 6.1 shall prohibit the Company or its Subsidiaries, upon approval of the Special Committee, from (i) prior to the Closingacceptance for payment of shares of Common Stock by Purchaser pursuant to the Offer, furnishing information to, or entering into discussions or negotiations with, any Person or entity that makes an unsolicited bona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of substantially all of the assets of the Company, a business combination or other similar transaction, if, and only to the extent that, (A) such proposal was not initially solicited, encouraged or knowingly facilitated by the Company, its Subsidiaries or their agents in violation of this SECTION 6.1, (B) such proposal is not subject to a financing condition and involves consideration that provides a higher value per share than the Merger Consideration, (C) the Company Board, or the Company's directors constituting the Special Committee, determines in good faith based on the advice of outside counsel that the failure to take such action would be inconsistent with its fiduciary duties to stockholders imposed by Law, and (D) prior to furnishing information to, or entering into discussions or negotiations with, such Person or entity, the Company may furnish provides written notice to Parent to the effect that it is furnishing information concerning its businessto, properties or assets to any Person entering into discussions or group and may negotiate and participate in discussions and negotiations with with, such Person or group concerning a Takeover Proposal if: the Company's Board of Directors determines in good faith, after consultation with outside legal counsel that such action is necessary for it to comply with its fiduciary duty under Applicable Lawentity. The Company will promptly notify Purchaser shall keep Parent immediately informed of the existence status of any proposal, discussion, negotiation such discussions or inquiry received by negotiations (including the Company regarding any Takeover Proposal, identify of such Person or entity and the Company will promptly communicate to Purchaser the terms of any proposal); and (ii) to the extent applicable, discussion, negotiation or inquiry which it may receive complying with Rule 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this SECTION 6.1 shall (and will promptly provide to Purchaser copies of any written materials received by x) permit the Company to terminate this Agreement (except as specifically provided in connection ARTICLE 8 hereof), (y) permit the Company to enter into any agreement with such proposalrespect to an Alternative Proposal during the term of this Agreement, discussion, negotiation or inquiry(z) regarding affect any Takeover Proposal and the identity other obligation of the party making such proposal or inquiry or engaging Company under this Agreement. Notwithstanding anything to the contrary in such discussion or negotiation. The Company will promptly provide to this SECTION 6.1, Parent and Purchaser any non-public information concerning have advised the Company provided Board that they have no intention of selling the Parent Shares or the Shares acquired by Purchaser in the Offer pursuant to any other Person which was not previously provided to Purchaser. The Company will keep Purchaser informed of the status and details of any such Takeover Proposal and of any amendments or proposed amendments to any Takeover Proposal and will promptly (but in no case later than 24 hours) notify Purchaser of any determination by the Company's Board of Directors that it is considering accepting a Takeover an Alternative Proposal.

Alternative Proposals. Prior to the Effective Date, the Company agrees: (a) Neither the Company that neither it nor any Affiliate of its Subsidiaries shall, and it shall (direct and the Company shall use its reasonable best efforts to cause the its officers, directors, employees, agents and representatives and agents of the Company(including, and each without limitation, any investment banker, attorney or accountant retained by it or any of its Affiliates, including, but Subsidiaries) not limited to, investment bankersinitiate, attorneys and accountants, not to)solicit or encourage, directly or indirectly, solicitany inquiries or the making or implementation of any proposal or offer (including, participate inwithout limitation, encourageany proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or initiate discussions any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations withconcerning, or provide any confidential information or data to, or have any Person (other than Purchaserdiscussions with, any of its Affiliates or representatives) concerning or which would reasonably facilitate or be expected person relating to lead to any Takeover Proposal, except that nothing contained in this Section 4.2 or any other provision hereof shall prohibit the Company or the Company's Board of Directors from making such disclosure to the Company's stockholders as, in the good faith judgment of the Company's Board of Directors, after receiving advice from outside counsel, is required under Applicable Law, provided that the Company may not, approve or recommend, or propose to approve or recommend, any Takeover an Alternative Proposal, or enter into release any letter of interest, third party from any obligations under any existing standstill agreement or other arrangement with respect relating to any Takeover Alternative Proposal. Upon execution of this Agreement, the Company or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons parties conducted heretofore with respect to any of the foregoing. Notwithstanding , and it will take the foregoingnecessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.8; and (c) that it will notify Parent immediately if any such inquiries or proposals are received by, prior any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; PROVIDED, HOWEVER, that nothing contained in this Section 7.8 shall prohibit the Closing, the Company may furnish information concerning its business, properties or assets to any Person or group and may negotiate and participate in discussions and negotiations with such Person or group concerning a Takeover Proposal if: the Company's Board of Directors of the Company from furnishing information to any person or entity that makes an Alternative Proposal, if, and only to the extent that, (A) the Board of Directors of the Company determines in good faith, faith after consultation with outside legal counsel that such action is necessary required for it the Board of Directors to comply with its fiduciary duty duties to stockholders imposed by law, (B) the Alternative Proposal is a Superior Proposal, (C) the Company provides Parent with a true and complete copy of such proposal as soon as practicable after the receipt thereof, and (D) to the extent applicable, complying with Rule 14e-2 promulgated under Applicable Lawthe Exchange Act with regard to an Alternative Proposal. The Nothing in this Section 7.8 shall (x) permit the Company will promptly notify Purchaser to terminate this Agreement (except as specifically provided in Article IX hereof), (y) permit the Company to have discussions, negotiations or to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the existence term of this Agreement, the Company shall not enter into any proposal, discussion, negotiation or inquiry received by agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation of the Company regarding any Takeover under this Agreement. As used in this Agreement, a "Superior Proposal, and " means a bona fide written offer to acquire the Company will promptly communicate pursuant to Purchaser the terms a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combinations or other similar transaction (which offer shall not be subject to any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide conditions that are more onerous to Purchaser copies of any written materials received by the Company in connection with than the conditions to Parent and Sub's obligations to consummate the Merger; provided, however, that such proposal, discussion, negotiation or inquiryoffer may be subject to confirmatory due diligence to be effected within a five (5) regarding any Takeover Proposal and business day period): (i) that the identity of the party making such proposal or inquiry or engaging in such discussion or negotiation. The Company will promptly provide to Purchaser any non-public information concerning the Company provided to any other Person which was not previously provided to Purchaser. The Company will keep Purchaser informed of the status and details of any such Takeover Proposal and of any amendments or proposed amendments to any Takeover Proposal and will promptly (but in no case later than 24 hours) notify Purchaser of any determination by the Company's Board of Directors of the Company determines, in good faith after consultation with a nationally recognized investment banking firm which provided a written opinion to such effect, provides a higher value per share to the stockholders of the Company than the Merger Consideration after taking into account, among other things, the reasonable likelihood the Effective Date will occur as compared to when the closing of such Alternative Proposal will occur; (ii) that it is considering accepting a Takeover Proposalnot subject to any financing condition (and the offeror has on hand funds available or committed financing to consummate the offer and the transactions contemplated; thereby); (iii) does not have any condition to closing or rights to terminate more onerous to the Company than the provisions set forth in Articles VIII or IX hereof; and (iv) does not involve any substantive legal impediments that are reasonably likely to prevent such Alternative Proposal from closing.

Alternative Proposals. From the Effective Date until the Closing of the transactions contemplated by, or termination of, this Agreement, Sellers agree (a) Neither the Company nor any Affiliate that none of them shall, and they shall (direct and the Company shall use its reasonable their best efforts to cause the Subsidiaries and the officers, directors, employees, agents and representatives of Sellers and agents of the Company, and each of its Affiliates, Subsidiaries (including, but without limitation, any investment banker, attorney or accountant retained by any Seller) not limited to, investment bankersinitiate, attorneys and accountants, not to)solicit or encourage, directly or indirectly, solicitany inquiries or the making or implementation of any proposal or offer (including, participate inwithout limitation, encourageany proposal or offer to its board of directors) with respect to a merger, acquisition, consolidation or similar transaction involving, or initiate discussions any purchase of all or any significant portion of the assets or equity or membership interests of, Sellers or any of the Subsidiaries (any such proposal or offer being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations withconcerning, or provide any confidential information or data to, or have any Person (other than Purchaserdiscussions with, any of its Affiliates or representatives) concerning or which would reasonably facilitate or be expected person relating to lead to any Takeover Proposal, except that nothing contained in this Section 4.2 or any other provision hereof shall prohibit the Company or the Company's Board of Directors from making such disclosure to the Company's stockholders as, in the good faith judgment of the Company's Board of Directors, after receiving advice from outside counsel, is required under Applicable Law, provided that the Company may not, approve or recommend, or propose to approve or recommend, any Takeover an Alternative Proposal, or enter into otherwise facilitate any letter of interest, agreement effort or other arrangement with respect attempt to any Takeover make or implement an Alternative Proposal. Upon execution of this Agreement, the Company ; (b) that Sellers will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing. Notwithstanding , and it will take the foregoingnecessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section; and (c) that Sellers will notify Buyer immediately if any such inquiries or proposals are received by, prior any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, any Seller; provided that nothing contained in this Section shall prohibit the board of directors or trustees of any Seller from (i) furnishing information to or entering into discussions or negotiations with, any Person that makes an unsolicited bona fide proposal to acquire Sellers or the Subsidiaries pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transactions, if, and only to the Closingextent that, (A) the Company may furnish information concerning its business, properties relevant board of directors or assets to any Person or group and may negotiate and participate in discussions and negotiations with such Person or group concerning a Takeover Proposal if: the Company's Board of Directors trustees determines in good faith, after consultation with outside legal counsel faith that such action is necessary required for it the board to comply with its fiduciary duty under Applicable Law. The Company will promptly notify Purchaser of duties imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such Person, Sellers provide written notice to Buyer and Vanguard to the existence of any proposaleffect that it is furnishing information to, discussionor entering into discussions or negotiations with, negotiation or inquiry received by the Company regarding any Takeover Proposalsuch Person, and the Company will promptly communicate (C) subject to Purchaser the terms of any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Purchaser copies of any written materials received by the Company in connection confidentiality agreement with such proposalPerson (which Sellers determined in good faith was required to be executed in order for its board to comply with fiduciary duties imposed by law), discussion, negotiation or inquiry) regarding any Takeover Proposal Sellers keep Buyer and the identity of the party making such proposal or inquiry or engaging in such discussion or negotiation. The Company will promptly provide to Purchaser any non-public information concerning the Company provided to any other Person which was not previously provided to Purchaser. The Company will keep Purchaser Vanguard informed of the status and details (not the terms) of any such Takeover discussions or negotiations. Nothing in this Section shall (x) permit Sellers to terminate this Agreement (except as specifically provided in Article 8), (y) permit Sellers to enter into any agreement with respect to an Alternative Proposal and during the term of this Agreement (it being agreed that during the term of this Agreement, Sellers shall not enter into any amendments agreement with any Person that provides for or proposed amendments to in any Takeover way facilitates, an Alternative Proposal and will promptly (but other than a confidentiality agreement in no case later than 24 hourscustomary form), or (z) notify Purchaser affect any other obligation of any determination by the Company's Board of Directors that it is considering accepting a Takeover ProposalSellers under this Agreement.