Common use of Company Acquisition Proposals Clause in Contracts

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement and in light of the Company's representations contained in Section 3.14, the Company agrees that it 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, the Company or any of its Subsidiaries to, directly or indirectly, solicit or initiate, or encourage the submission of, any Acquisition Proposal, or participate in any 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 reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Board of Directors from, at any time prior to the Company Shareholder Approval, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person that have been conducted heretofore with respect to a potential Acquisition Proposal. Except in connection with a Superior Proposal, the Company agrees to enforce and not to waive or release any confidentiality agreements which any persons have entered into with the Company.

Company Acquisition Proposals. In light of From the consideration given date hereof until the termination hereof and except as expressly permitted by the Board of Directors of the Company prior to the execution following provisions of this Agreement and in light of the Company's representations contained in Section 3.146.2, the Company agrees that it shall will not, nor shall it and will not permit or cause any of its Subsidiaries or any of the executive officers and directors of it or its Subsidiaries to, nor and shall it authorize or permit any officerdirect and use its best efforts to cause its and its Subsidiaries' employees, director or employee of, or agents and representatives (including any investment banker, attorney or other advisor or representative of, the Company accountant retained by it or any of its Subsidiaries Subsidiaries) not to, directly or indirectly, solicit or initiate, or encourage the submission of, any Acquisition Proposalsolicit, or participate in any negotiations regarding, knowingly encourage or furnish to any person any information with respect to, or take any other action to otherwise intentionally facilitate any inquiries or the making of any proposal that constitutesor offer (other than the Merger) with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving, or may reasonably be expected any purchase of all or a substantial portion of the assets or any equity securities of, it or any of its Subsidiaries (any such proposal or offer being hereinafter referred to lead as a "Company Acquisition Proposal"). The Company will not, and will not permit or cause any of its Subsidiaries or any of the officers and directors of it or its Subsidiaries to and shall direct and use its best efforts to cause its 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, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to a Company Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise intentionally facilitate any effort or attempt to make or implement a Company Acquisition Proposal (including, without limitation, by means of an amendment to the Rights Agreement); provided, however, that nothing contained in this Agreement shall prevent the Company or its Board of Directors from, from complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Acquisition Proposal or at any time prior to the time that the Merger shall have been approved by the Company Shareholder Approval, Requisite Vote (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Company Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Company Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Company Confidentiality Agreement from the Company to ParentLetter (as defined in Section 9.7); (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Company Acquisition Proposal; or (C) recommending such an a Company Acquisition Proposal to the shareholders stockholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of is necessary in order for its directors to comply with their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Company Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Company Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person that have been parties conducted heretofore with respect to a potential Acquisition Proposalany of the foregoing. Except 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 6.2 and in the Confidentiality Agreements (as defined in Section 9.7). The Company will promptly notify Parent if after the date hereof any such inquiries, proposals or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with a Superior Proposalsuch notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such negotiations or discussions. The Company agrees also will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of a Company Acquisition Proposal to enforce and not return or destroy all confidential information heretofore furnished to waive such Person by or release on behalf of it or any confidentiality agreements which of its Subsidiaries. Notwithstanding the foregoing, nothing in this Section 6.2 shall be deemed to prevent the Company from selling or disposing of the capital stock or assets of any persons have entered into with Subsidiary (or any actions in preparation or contemplation thereof) to the Companyextent such sale or disposition is permitted by Section 6.1(a).

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior to (a) Following the execution of this Agreement and in light of the Company's representations contained in Section 3.14Agreement, the Company agrees that it Acquired Companies shall, and shall not, nor shall it permit any of its Subsidiaries direct their respective Representatives to, nor shall it authorize (i) immediately cease and cause to be terminated all existing discussions or permit negotiations with any officer, director or employee of, Person conducted heretofore with respect to any Company Acquisition Proposal or any investment bankerproposal, attorney inquiry or other advisor offer that could reasonably be expected to lead to a Company Acquisition Proposal and (ii) request the prompt return or representative ofdestruction of all confidential information previously made available by it or on its behalf in connection with any actual or potential Company Acquisition Proposal. The Company shall not terminate, the waive, amend, release or modify in any respect any provision of any confidentiality agreement to which any Acquired Company or any of its Subsidiaries Affiliates or Representatives is a party with respect to any Company Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Company Acquisition Proposal, and shall enforce, to the fullest extent permitted by applicable Law, the provisions of any such agreement, including obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof; provided, however, that the Company shall be entitled to waive any standstill provision included in any such confidentiality agreement or any standstill provision contained in any standstill agreement to which any Acquired Company or any of its Affiliates or Representatives is a party with respect to any Company Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Company Acquisition Proposal if the Company Board determines in good faith (after consultation with the Company’s outside legal counsel) that failure to waive such standstill would reasonably be expected to be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law. (b) The Acquired Companies shall not, and shall direct their respective Representatives not to, directly or indirectly, solicit (i) solicit, initiate or initiateknowingly encourage or knowingly induce or facilitate the making, submission or encourage the submission of, any Acquisition Proposal, or participate in any negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate announcement of any inquiries or the making of any proposal or offer constituting, related to or that constitutes, or may could reasonably be expected to lead toto a Company Acquisition Proposal, (ii) make available any information regarding any of the Acquired Companies to any Person (other than Parent and Parent’s or the Company’s Representatives acting in their capacity as such) in connection with or in response to a Company Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Company Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Company Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Company Acquisition Proposal (other than to state that they currently are not permitted to have discussions), (iv) approve, endorse or recommend any Company Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Company Acquisition Proposal, (v) make or authorize any statement, recommendation or solicitation in support of any Company Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Company Acquisition Proposal, (vi) enter into any letter of intent or agreement in principle or any Contract providing for, relating to or in connection with any Company Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Company Acquisition Proposal (other than a Company Acceptable Confidentiality Agreement in accordance with Section 5.3(c)) or (vii) reimburse or agree to reimburse the expenses of any other Person (other than the Company’s Representatives) in connection with a Company Acquisition Proposal or any inquiry, discussion, offer or request that could reasonably be expected to lead to a Company Acquisition Proposal. (c) Notwithstanding anything to the contrary in this Section 5.3, if at any time prior to obtaining the Company Stockholder Approval, (i) the Company receives, after the date of this Agreement, an unsolicited bona fide written Company Acquisition Proposal, (ii) such Company Acquisition Proposal did not result from a breach of this Agreement and (iii) the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and outside financial advisors) that such Company Acquisition Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal, then, prior to obtaining the Company Stockholder Approval, the Company may (x) make available information with respect to the Acquired Companies to the Person making such Company Acquisition Proposal pursuant to a Company Acceptable Confidentiality Agreement; provided, that any non-public information provided or made available to any Person given such access shall have been previously provided or made available to Parent or shall be provided or made available to Parent prior to or concurrently with the time it is provided or made available to such Person, and (y) participate in discussions or negotiations with the Person making such Company Acquisition Proposal regarding such Company Acquisition Proposal; provided, however, that nothing contained the Acquired Companies shall, and shall cause its and their respective Representatives to, cease any activities described in clause (x) or (y) of this Section 5.3(c) immediately following the time the applicable Company Acquisition Proposal ceases to be a Company Superior Proposal or a Company Acquisition Proposal that could reasonably be expected to lead to a Company Superior Proposal. The Company shall promptly (and in any event within twenty-four (24) hours) advise Parent in writing of the receipt of any Company Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to a Company Acquisition Proposal (including the identity of the Person making or submitting such Company Acquisition Proposal or inquiry, proposal or offer, and the terms and conditions thereof) that is made or submitted by any Person prior to the Effective Time. The Company shall keep Parent informed, on a reasonably current basis, of the status of, and any financial or other changes in, any such Company Acquisition Proposal, inquiry, proposal or offer, including providing Parent copies of any correspondence related thereto and proposed documents to effect such Company Acquisition Proposal. (d) Except as otherwise provided in Section 5.3(e), 5.3(f) or 5.3(g), neither the Company Board nor any committee thereof shall (i) (A) directly or indirectly, fail to make, withhold, withdraw or qualify (or modify in a manner adverse to Parent) the Company Recommendation or the approval of this Agreement, the Merger, the Subsequent Merger or any of the other Transactions, take any action (or permit or authorize any of the Acquired Companies or any of their respective Representatives to take any such action) inconsistent with the Company Recommendation or resolve, agree or propose to take any such actions (each such action set forth in this Section 5.3(d)(i)(A) being referred to herein as a “Company Adverse Recommendation Change”) or (B) adopt, approve, recommend, endorse or otherwise declare advisable any Company Acquisition Proposal or resolve, agree or propose to take any such actions, (ii) cause or permit the Company to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement related to a Company Acquisition Proposal (other than a Company Acceptable Confidentiality Agreement shall prevent in accordance with Section 5.3(c)), (iii) take any action to make the Board provisions of Directors fromany Takeover Laws or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company, inapplicable to any transactions contemplated by a Company Acquisition Proposal (including approving any transaction under the DGCL) or (iv) resolve, agree or propose to take any such actions. (e) Notwithstanding Section 5.3(d), at any time prior to obtaining the Company Shareholder Stockholder Approval, (A) providing information provided that the Acquired Companies have complied with the applicable provisions of this Section 5.3, then, prior to obtaining the Company Stockholder Approval, the Company Board may, solely in response to a request therefor by Company Superior Proposal received on or after the date hereof that has not been withdrawn or abandoned and that did not result from a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board breach of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the this Agreement, make a Company Adverse Recommendation Change and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from may cause the Company to Parent; terminate this Agreement pursuant to Section 7.1(d)(iv) (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders including payment of the Company, if Termination Fee) and only concurrently enter into a binding definitive agreement to effect such Company Superior Proposal. Neither the extent that, (i) in each such case referred Company Board nor any committee thereof shall make a Company Adverse Recommendation Change or terminate this Agreement pursuant to in clause (A), (BSection 7.1(d)(iv) or (Ccause the Company to enter into a binding definitive agreement to effect such Company Superior Proposal unless the Company has first complied with the provisions of Section 5.3(f) aboveand, after so complying, the Company Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisorthe Company’s outside legal counsel) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Company Acquisition Proposal being referred continues to in this Agreement as constitute a "Company Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, . (f) The Company Board shall not take any action set forth in Section 5.3(e) unless the Company shall provide two has first (2i) business days' advance provided written notice to Parent to (a “Notice of Company Superior Proposal”) advising Parent that the effect that it is furnishing information to, or entering into negotiations with, Company has received a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Superior Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include specifying the terms and conditions of such proposalCompany Superior Proposal, identifying the Person making such Company Superior Proposal and providing copies of any agreements intended to effect such Company Superior Proposal, and that the Company Board has made the determination required under Section 5.3(e), (ii) negotiated, and caused the Company and its Representatives to negotiate, during the five (5) Business Day period following Parent’s receipt of the Company's intent Notice of Company Superior Proposal (the “Company Superior Proposal Notice Period”), in good faith with Parent to enter into enable Parent to make a definitive agreement counteroffer or propose to amend the terms of this Agreement (to the extent Parent wishes to do so) so that such Company Acquisition Proposal no longer constitutes a Company Superior Proposal, and (iii) after complying with clauses (i) and (ii), reaffirmed such determination in light of any counteroffer or proposed amendment to the terms of this Agreement; provided, however, that if during the Company Superior Proposal Notice Period any revisions are made to a Company Acquisition Proposal and such revisions are material (it being understood and agreed that any change to consideration with respect to such proposal is material), the Company shall deliver a new Notice of Company Superior Proposal to Parent and shall comply with the requirements of this Section 5.3(f) with respect to such new Notice of Company Superior Proposal. . (g) Nothing in this Agreement shall prohibit or restrict the Company Board, in circumstances not involving or relating to a Company Acquisition Proposal, from effecting a Company Adverse Recommendation Change in response to the occurrence of a Company Intervening Event if the Company Board determines in good faith (after consultation with the Company’s outside legal counsel) that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law and the Company has first (i) provided written notice to Parent (a “Notice of Company Intervening Event”) describing the Company Intervening Event and advising Parent that the Company Board intends to take such action and specifying the reasons therefor in reasonable detail; (ii) negotiated, and caused the Company and its Representatives to negotiate, during the five (5) Business Days following Parent’s receipt of the Notice of Company Intervening Event (the “Company Intervening Event Notice Period”), in good faith with Parent regarding any revisions to the terms of the Transactions proposed by Parent in response to such Company Intervening Event; and (iii) at the end of the Company Intervening Event Notice Period, the Company Board determines in good faith, after consultation with the Company’s outside legal counsel (and taking into account any adjustment or modification of the terms of this Agreement proposed by Parent), that a Company Intervening Event continues to exist and that the failure to make a Company Adverse Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law. (h) The Company agrees that it shall take all actions necessary so that any Company Adverse Recommendation Change shall not change the approval of this Agreement or any other approval of the Company Board or any committee thereof in any respect that would have the effect of causing any of the Takeover Laws of any state (including Delaware) or other similar statutes to be applicable to the Transactions, including the Merger and the Subsequent Merger. (i) Nothing contained herein in this Section 5.3 shall prohibit the Company Board from taking and disclosing to its shareholders the statement required a position contemplated by Item 1012(a) of Regulation M-A, Rule 14e-2(a) under the Exchange Act or Rule 14d-9 under the Exchange Act; provided, however, that neither the Company nor the Company Board (or any committee thereof) shall be permitted to recommend that the stockholders of the Company tender any securities in connection with any tender or exchange offer (or otherwise approve, endorse or recommend any Company Acquisition Proposal), unless in each case, in connection therewith, the Company Board effects a Company Adverse Recommendation Change in accordance with Section 5.3(e); provided, further that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Company Adverse Recommendation Change unless the Company Board expressly reaffirms the Company Recommendation and rejects any Company Acquisition Proposal within the later of (A) three (3) Business Days after such stop, look and listen communication and (B) if applicable, the deadline for filing a Schedule 14D-9 with respect to an Acquisition Proposal by means of a tender offer. The such Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person that have been conducted heretofore with respect to a potential Acquisition Proposal. Except in connection with a Superior Proposal, . (j) Any action taken or not taken by any Representative of any of the Acquired Companies acting on behalf of any of the Acquired Companies that if taken or not taken by the Company agrees to enforce and not to waive or release any confidentiality agreements which any persons have entered into with would constitute a breach of this Section 5.3 shall be deemed a breach of this Agreement by the Company. (k) For purposes of this Agreement:

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior (a) Subject to the execution other provisions of this Agreement and in light of Section 6.4, during the Company's representations contained in Section 3.14Interim Period, the Company agrees that it shall not, nor and shall it permit any cause each of its Subsidiaries not to, nor and shall it not authorize and shall use reasonable best efforts to cause its and their officers and directors, managers or permit any officerequivalent, director or employee of, or any investment banker, attorney or and other advisor or representative of, the Company or any of its Subsidiaries Representatives not to, directly or indirectlyindirectly through another Person, solicit or (i) solicit, initiate, knowingly encourage or encourage the submission offacilitate any inquiry, any Acquisition Proposaldiscussion, offer or request that constitutes, or participate could reasonably be expected to lead to, an Acquisition Proposal (an “Inquiry”), (ii) engage in any discussions or negotiations regarding, or furnish to any person Third Party any non-public information with respect toin connection with, or take knowingly facilitate in any other action to facilitate way any inquiries or the making effort by, any Third Party in furtherance of any proposal that constitutesAcquisition Proposal or Inquiry, (iii) approve or recommend an Acquisition Proposal, or may reasonably be expected enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.4) providing for or relating to lead toan Acquisition Proposal (an “Alternative Acquisition Agreement”), or (iv) propose or agree to do any Acquisition Proposal; provided, however, that nothing contained of the foregoing. (b) Notwithstanding anything to the contrary in this Agreement shall prevent the Board of Directors fromSection 6.4, at any time prior to obtaining the Company Shareholder Approval, (A) providing information the Company may, directly or indirectly through any Representative, in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if by a Third Party made after the Board date of Directors this Agreement (that did not result from a breach of this Section 6.4) (i) furnish non-public information to such Third Party (and such Third Party’s Representatives) making an Acquisition Proposal (provided, however, that (A) prior to so furnishing such information, the Company receives from the Person so requesting Third Party an executed Acceptable Confidentiality Agreement, and (B) any non-public information concerning any Company Entity that is provided to such Third Party shall, to the extent not previously provided to Parent or Merger Sub, be provided to Parent or Merger Sub prior to or substantially at the same time that such information an executed confidentiality agreement the terms of which are is provided to such Third Party), and (without regard ii) engage in discussions or negotiations with such Third Party (and such Third Party’s Representatives) with respect to the terms Acquisition Proposal if, in the case of the Acquisition Proposaleach of clauses (i) and (ii): (x) no less favorable to the Company and Board (y) no less restrictive on acting upon the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders unanimous recommendation of the Company, if and only to the extent that, (iSpecial Committee) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith faith, after consultation with outside legal counsel and financial advisors, that such Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Proposal, and (y) the Company Board (acting upon the unanimous recommendation of the Special Committee) determines in good faith, after consultation with outside legal counsel, that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary be inconsistent with the directors’ duties under applicable law Law; provided, however, that in each of the foregoing clauses (i) and (ii) in each case referred to in clause (B) or (C) above), the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects Proposal was not solicited in violation of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement Section 6.4. (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2c) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent promptly (but in no event later than 24 hours) after receipt of any Acquisition Proposal or any request for nonpublic information relating to any Company Entity by any Third Party, or any Inquiry from any Person seeking to have discussions or negotiations with the Company relating to a possible Acquisition Proposal. Such notice shall be made orally and confirmed in writing, and shall indicate the identity of the Third Party making the Acquisition Proposal, request or Inquiry and the material terms and conditions of any Acquisition Proposals, Inquiries, proposals or offers (including a copy thereof if in writing and any related documentation or correspondence). The Company shall also promptly, and in any event within 24 hours, notify Parent orally and in writing writing, if it enters into discussions or negotiations concerning any Acquisition Proposal or provides nonpublic information or data to any Person in accordance with this Section 6.4(c) and keep Parent informed of the fact status and material terms of any such proposals, offers, discussions or negotiations on a current basis, including by providing a copy of all material documentation or material correspondence relating thereto. (d) Except as permitted by this Section 6.4(d), neither the Company Board nor any committee thereof (including the Special Committee) shall (i) withhold, withdraw or modify or qualify in a manner adverse to Parent or Merger Sub (or publicly propose to withhold, withdraw or modify or qualify in a manner adverse to Parent or Merger Sub), the Company Recommendation, (ii) approve, adopt or recommend (or publicly propose to approve, adopt or recommend) any Acquisition Proposal, (iii) fail to include the Company Recommendation in the Proxy Statement/Prospectus, (iv) fail to publicly recommend against any Acquisition Proposal within ten (10) Business Days of the request of Parent and/or reaffirm the Company Recommendation within ten (10) Business Days of the request of Parent (any of the actions described in clauses (i), (ii), (iii) and (iv) of this Section 6.4(d), an “Adverse Recommendation Change”), or (v) approve, adopt, declare advisable or recommend (or agree to, resolve or propose to approve, adopt, declare advisable or recommend), or cause or permit the Company to enter into, any Alternative Acquisition Agreement (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.4). Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Shareholder Approval, the Company Board shall be permitted to effect an Adverse Recommendation Change if the Company Board (acting upon the unanimous recommendation of the Special Committee) (x) has received an unsolicited bona fide Acquisition Proposal (that it received inquiriesdid not result from a breach of this Section 6.4) that, offers in the good faith determination of the Company Board, after consultation with outside legal counsel and financial advisors, constitutes a Superior Proposal, after having complied with, and giving effect to all of the adjustments which may be offered by Parent and Merger Sub pursuant to Section 6.4(e), and such Acquisition Proposal is not withdrawn, and (y) determines in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable Law, and in such case the Company may (i) terminate this Agreement pursuant to Section 8.1(c)(ii), (ii) make an Adverse Recommendation Change and/or (iii) approve or proposals recommend such Superior Proposal to the Company’s shareholders and, in the case of a termination, the Company may immediately prior to or concurrently with such termination of this Agreement, enter into an Alternative Acquisition Agreement with respect to an Acquisition Proposalsuch Superior Proposal (provided, within 24 hours after that in the event of any such termination, the Company obtains Knowledge complies with its obligation to pay the Termination Fee pursuant to Section 8.3(a)). (e) Neither the Company Board nor any committee thereof (including the Special Committee) shall be entitled to effect an Adverse Recommendation Change pursuant to Section 6.4(d) unless (i) the Company has provided a written notice (a “Notice of Superior Proposal”) to Parent and Merger Sub that the Company intends to take such action, specifying in reasonable detail the reasons therefor and describing the material terms and conditions of, and attaching a complete copy of, the Superior Proposal that is the basis of such action (it being understood that such material terms shall include the identity of the receipt thereofThird Party), and shall give Parent (ii) during the five (5) business days' advance notice Business Day period following Parent’s and Merger Sub’s receipt of the Notice of Superior Proposal, the Company shall, and shall cause its Representatives to, negotiate with Parent and Merger Sub in good faith (which notice shall include to the extent Parent and Merger Sub desire to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such proposal) of the Company's intent Superior Proposal ceases to enter into a definitive agreement with respect to constitute a Superior Proposal, and (iii) following the end of the five (5) Business Day period, the Company Board (acting upon the unanimous recommendation of the Special Committee) shall have determined in good faith, after consultation with outside legal counsel and financial advisors, taking into account any changes to this Agreement proposed in writing by Parent and Merger Sub in response to the Notice of Superior Proposal or otherwise, that the Superior Proposal giving rise to the Notice of Superior Proposal continues to constitute a Superior Proposal and, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable Law. Any amendment to the financial terms or any other material amendment of such Superior Proposal shall require a new Notice of Superior Proposal, and the Company shall be required to comply again with the requirements of this Section 6.4(e); provided, however, that references to the five (5) Business Day period above shall then be deemed to be references to a three (3) Business Day period. (f) Nothing contained herein in this Section 6.4 or elsewhere in this Agreement shall prohibit the Company or the Company Board (acting upon the unanimous recommendation of the Special Committee), directly or indirectly through its Representatives, from disclosing to its the Company’s shareholders the statement required a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange 1934 Act or making any disclosure to its shareholders if the Company Board (acting upon the unanimous recommendation of the Special Committee) has determined, after consultation with respect outside legal counsel, that the failure to do so would be inconsistent with applicable Law; provided, however, that any disclosure other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) promulgated under the 1934 Act, an express rejection of any applicable Acquisition Proposal by means or an express reaffirmation of a tender offer. the Company Recommendation to the Company’s shareholders in favor of the Merger shall be deemed to be an Adverse Recommendation Change. (g) The Company will shall, and shall cause its Subsidiaries, and its and their officers and directors, managers or equivalent, and other Representatives to (i) immediately cease and cause to be terminated any existing activitiesdiscussions, discussions negotiations or negotiations communications with any other person that have been Person conducted heretofore with respect to any Acquisition Proposal and (ii) take such action as is necessary to enforce any confidentiality provisions to which any Company Entity is a potential Acquisition Proposalparty or of which any Company Entity is a beneficiary. Except The Company shall use its reasonable best efforts to cause all Third Parties who have been furnished confidential information regarding any Company Entity in connection with a Superior Proposal, the Company agrees solicitation of or discussions regarding an Acquisition Proposal within the six (6) months prior to enforce and not the date of this Agreement to waive promptly return or release any confidentiality agreements which any persons have entered into with the Companydestroy such information. (h) For purposes of this Agreement:

Company Acquisition Proposals. In light (a) Notwithstanding any other provision of the consideration given by the Board of Directors of the Company prior this Agreement to the execution contrary, during the period beginning on the date of this Agreement and in light continuing until 11:59 p.m. (EST) on 30 days from the date of this Agreement (the Company's representations contained in Section 3.14“Company No-Shop Period Start Date”), the Company agrees that it shall not, nor shall it permit any of and its Subsidiaries and their respective Representatives shall have the right to: (i) initiate, nor solicit and encourage, whether publicly or otherwise, Company Acquisition Proposals (as hereinafter defined), including by way of providing access to non-public information pursuant to confidentiality agreements with protections substantially similar to the Confidentiality Agreement; provided that the Company shall it authorize promptly provide to Acquiror and Merger Sub any material non-public information concerning the Company or permit its Subsidiaries that is provided to any officer, director person given such access which was not previously provided to Acquiror and Merger Sub (subject to the right of the Company to withhold such portions of documents or employee of, or any investment banker, attorney information to the extent relating to pricing or other advisor matters that are highly sensitive if the exchange of such information (or representative ofportions thereof), as determined by the Company’s counsel, would be reasonably likely to result in antitrust difficulties for the Company (or any of its affiliates)); and (ii) enter into and maintain discussions or negotiations with respect to Company Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or the making of any Company Acquisition Proposal. (b) Subject to Section 7.4(c), from the Company No-Shop Period Start Date until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article IX, none of the Company, the Company’s Subsidiaries tonor any of their respective Representatives shall, directly or indirectly, (A) initiate, solicit or initiate, or encourage (including by way of providing information) the submission of, any Acquisition Proposal, or participate in any 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 inquiries, proposals or offers that constitutes, constitute or may reasonably be expected to lead to, any Company Acquisition Proposal or engage in any discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations, or (B) approve or recommend, or propose to approve or recommend, a Company 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 providing for or relating to a Company 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. Subject to Section 7.4(c), on the Company No-Shop Period Start Date, the Company shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted theretofore by the Company, its Subsidiaries or any Representatives with respect to any Company Acquisition Proposal and shall use its (and will cause its Representatives to use their) reasonable best efforts to require the other parties thereto to promptly return or destroy in accordance with the terms of such agreement any confidential information previously furnished by the Company, the Company’s Subsidiaries or their respective Representatives thereunder. (c) Notwithstanding anything to the contrary contained in Section 7.4(b), if at any time following the Company No-Shop Period Start Date and prior to obtaining the Required Company Vote, (i) the Company has otherwise complied in all material respects with its obligations under this Section 7.4 and the Company has received a written Company Acquisition Proposal from a third party that the Company Board believes in good faith to be bona fide and (ii) the Company Board determines in good faith, after consultation with its independent financial advisors and outside counsel, that such Company Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, then the Company may (A) furnish information with respect to the Company and its Subsidiaries to the person making such Company Acquisition Proposal and (B) participate in discussions or negotiations with the person making such Company Acquisition Proposal regarding such Company Acquisition Proposal; provided, howeverthat the Company (x) will not, and will not allow Company Representatives to, disclose any non-public information to such person without entering into a confidentiality agreement, and (y) will promptly provide to Acquiror and Merger Sub any material non-public information concerning the Company or its Subsidiaries provided to such other person which was not previously provided to Acquiror and Merger Sub (subject to the right of the Company to withhold such portions of documents or information to the extent relating to pricing or other matters that are highly sensitive if the exchange of such information (or portions thereof), as reasonably determined by the Company’s counsel, would be reasonably likely to result in antitrust difficulties for the Company (or any of its affiliates)). From and after the Company No-Shop Period Start Date, the Company shall promptly (within two Business Days) notify Acquiror and Merger Sub in the event it receives a Company Acquisition Proposal from a person or group of related persons, including the material terms and conditions thereof and the identity of the party making such proposal or inquiry, and shall keep Acquiror and Merger Sub reasonably apprised as to the status and any material developments, discussions and negotiations concerning the same. Without limiting the foregoing, from and after the Company No-Shop Period Start Date, the Company shall promptly (within two Business Days) notify Acquiror and Merger Sub orally and in writing if it determines to begin providing information or to engage in negotiations concerning a Company Acquisition Proposal received on or after the Company No-Shop Period Start Date from a person or group of related persons. (d) Neither the Company Board nor any committee thereof shall directly or indirectly (i) withdraw or modify in a manner adverse to Acquiror or Merger Sub, or publicly propose to withdraw or modify in a manner adverse to Acquiror or Merger Sub, the Company Recommendation or (ii) take any other action or make any other public statement in connection with the Company Stockholder Meeting inconsistent with such Company Recommendation; provided, that nothing contained in this Agreement shall prevent the Board of Directors from, at any time prior to obtaining the Required Company Vote, if the Company Shareholder Approval, (A) providing information in response to receives a request therefor by a Person who has made an unsolicited bona fide written Company Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines concludes in good faith after consultation with outside legal counsel that failure to take such action would create constitutes a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) aboveSuperior Proposal, the Board of Directors of then the Company Board may withdraw or modify its Company Recommendation in a manner adverse to Acquiror and Merger Sub (“Company Recommendation Withdrawal”) if such Company Board determines in good faith (after consultation with its financial advisoroutside counsel) that failure to take such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result action would violate its fiduciary duties under applicable Law. (e) Nothing contained in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to Section 7.4 or elsewhere in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from (i) taking and disclosing to its shareholders the statement required stockholders a position contemplated by Rule 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after receipt of advice from its outside legal counsel, failure so to disclose would be inconsistent with disclosure requirements under applicable Law; provided, any such disclosure made pursuant to clause (i) or (ii) (other than a “stop, look and listen” letter or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act with respect Act) shall be deemed to an Acquisition Proposal by means be a Company Recommendation Withdrawal unless the Company Board expressly reaffirms in such disclosure its recommendation in favor of a tender offer. the approval of this Agreement. (f) The Company will immediately cease and cause agrees that any violations of the restrictions set forth in this Section 7.4 by any Representative of the Company or any of its Subsidiaries, shall be deemed to be terminated any existing activities, discussions or negotiations with any other person that have been conducted heretofore with respect to a potential Acquisition Proposal. Except in connection with a Superior Proposal, the Company agrees to enforce and not to waive or release any confidentiality agreements which any persons have entered into with breach of this Section 7.4 by the Company. (g) As used in this Agreement, the term:

Company Acquisition Proposals. In light of (a) From the consideration given date hereof until the termination hereof and except as permitted by the Board of Directors of the Company prior to the execution following provisions of this Agreement and in light of the Company's representations contained in Section 3.146.4, the Company agrees that it shall will not, nor shall will it permit any of its Subsidiaries subsidiaries to, nor shall will it authorize or permit any officer, director director, employee or employee agent of, or any investment banker, attorney attorney, accountant or other advisor or representative of, the Company or any of its Subsidiaries subsidiaries to, directly or indirectly, solicit (i) solicit, initiate or initiate, or knowingly encourage the submission of, any Acquisition Proposal, or participate in any negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate (including by furnishing nonpublic information) any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal (as hereinafter defined), (ii) participate in any discussions or negotiations in furtherance of such inquiries or to obtain an Acquisition Proposal, or the making of any proposal that constitutes any Acquisition Proposal, or (iii) agree to, approve or recommend any Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that subject to the Company's compliance with this Section 6.4, nothing contained in this Agreement shall prevent the Board of Directors fromCompany or the Company Board, at any time prior to receipt of the approval by the stockholders of the Company Shareholder Approvalof the Merger, from (A) entering into a definitive agreement providing for the implementation of a Superior Proposal (as defined below) if the Company or the Company Board has complied with the procedures of this Section 6.4 and is simultaneously terminating this Agreement pursuant to Section 8.1(e), or (B) furnishing information in response to (subject to a request therefor by a confidentiality agreement at least as restrictive as the Confidentiality Agreement in all material respects), or entering into or participating in discussions or negotiations with, any Person who has made that makes an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and if (y1) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith faith, after consultation with independent outside legal counsel counsel, that failure to take such action do so would create a reasonable possibility of a breach of their respective be inconsistent with its fiduciary duties under applicable law and to stockholders imposed by Law, (ii2) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company Board determines in good faith (faith, after consultation with its independent financial advisor) advisors, that such Acquisition Proposal, if accepted, is likely to Proposal would be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and wouldreasonably likely, if consummated, result in to constitute a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement Superior Proposal (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that hereinafter defined) and (3) prior to initially furnishing taking such information to, or entering into discussions or negotiations with, such Personaction, the Company complies with the procedures set forth in this Section 6.4. The Company shall provide (i) promptly, and in any event within two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing after receipt by the Company (or its advisors) of the fact any Acquisition Proposal or any inquiries indicating that it received inquiries, offers or proposals with respect any Person is reasonably likely to make an Acquisition Proposal, within 24 hours after including the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the material terms and conditions thereof and the identity of such proposalthe Person making it, (ii) promptly, and in any event within two (2) days, notify Parent orally and in writing after receipt of any request for non-public information relating to it or any of its subsidiaries or for access to its or any of its subsidiaries' properties, books or records by any Person that, to the Company's intent to enter into knowledge, is reasonably likely to, or has made, an Acquisition Proposal, and (iii) keep Parent advised on a definitive agreement with respect to a Superior prompt basis of any material change in the financial terms or structure of any such Acquisition Proposal. Nothing contained herein shall prohibit Immediately after the execution and delivery of this Agreement, the Company from disclosing to will, and will instruct its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately subsidiaries, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and cause to be terminated terminate any existing activities, discussions or negotiations with any other person that have been parties conducted heretofore with respect to a potential any possible Acquisition Proposal. Except in connection with a Superior Proposal, the Company agrees to enforce and not to waive or release any confidentiality agreements which any persons have entered into with the Company.

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior to (a) Following the execution of this Agreement and in light of the Company's representations contained in Section 3.14Agreement, the Company agrees that it shall not, nor shall it permit any of and its Subsidiaries shall, and the Company shall cause the directors and officers of the Company to and shall direct their respective other Representatives to, nor (i) immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal and (ii) request the prompt return or destruction of all confidential information previously made available by it or on its behalf in connection with any actual or potential Company Acquisition Proposal. The Company shall it authorize not terminate, waive, amend, release or permit modify in any officer, director respect any material provision of any confidentiality or employee of, or standstill agreement to which any investment banker, attorney or other advisor or representative of, the Acquired Company or any of its Affiliates or Representatives is a party with respect to any Company Acquisition Proposal, and shall enforce, to the fullest extent permitted by applicable Law, the provisions of any such agreement; provided, however, that the Company shall be entitled to waive any standstill provision included in any such confidentiality agreement or any standstill provision contained in any standstill agreement to which any Acquired Company or any of its Affiliates or Representatives is a party solely to permit any Company Acquisition Proposal if the Company Board determines in good faith (after consultation with the Company’s outside legal counsel) that failure to waive such standstill would constitute a breach of its fiduciary duties to the shareholders of the Company under applicable Law. (b) The Company and its Subsidiaries shall not, and the Company shall cause the directors and officers of the Company not to and shall direct their respective other Representatives not to, directly or indirectly, solicit (i) solicit, initiate or initiateknowingly encourage or knowingly induce or facilitate the making, submission or encourage the submission of, any Acquisition Proposal, or participate in any negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate announcement of any inquiries or the making of any proposal or offer constituting or related to a Company Acquisition Proposal, (ii) make available any non-public information regarding any of the Acquired Companies to any Person (other than Parent and Parent’s or the Company’s Representatives acting in their capacity as such) in connection with or in response to a Company Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Company Acquisition Proposal (other than to state that constitutesthey currently are not permitted to have discussions), (iv) approve, endorse or may recommend any Company Acquisition Proposal, (v) make or authorize any statement, recommendation or solicitation in support of any Company Acquisition Proposal, (vi) enter into any letter of intent or agreement in principle or any Contract providing for, relating to or in connection with any Company Acquisition Proposal (other than a Company Acceptable Confidentiality Agreement in accordance with Section 5.3(c)) or (vii) reimburse or agree to reimburse the expenses of any other Person (other than the Company’s Representatives) in connection with a Company Acquisition Proposal. (c) Notwithstanding anything to the contrary in this Section 5.3, if at any time prior to obtaining the Company Shareholder Approval, (i) the Company receives, after the date of this Agreement, an unsolicited bona fide written Company Acquisition Proposal, (ii) such Company Acquisition Proposal did not result from a breach of this Agreement and (iii) the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and outside financial advisor) that such Company Acquisition Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal, then, prior to obtaining the Company Shareholder Approval, the Company may (and may authorize and permit its Subsidiaries and Representatives to, ): (A) make available information with respect to the Acquired Companies to the Person making such Company Acquisition Proposal pursuant to a Company Acceptable Confidentiality Agreement; provided that any non-public information provided or made available to any Person given such access shall have been previously provided or made available to Parent or shall be provided or made available to Parent prior to or substantially concurrently with the time it is provided or made available to such Person; and (B) participate in discussions or negotiations with the Person making such Company Acquisition Proposal regarding such Company Acquisition Proposal; provided, however, that nothing contained in this Agreement the Acquired Companies shall, and shall prevent the Board of Directors from, at any time prior to the Company Shareholder Approval, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company cause their Subsidiaries and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company’s directors and officers to, if and only to direct the extent thatCompany’s other Representatives to, (i) in each such case referred to cease any activities described in clause (A), ) or (B) or (Cof this Section 5.3(c) above, immediately following the Board of Directors of time that the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its the Company’s outside legal counsel and outside financial advisor) that the applicable Company Acquisition Proposal ceases to be a Company Superior Proposal or a Company Acquisition Proposal that could reasonably be expected to lead to a Company Superior Proposal. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may in any event have discussions with any Person solely in order to (1) clarify and understand the terms and conditions of the Company Acquisition Proposal made by such Person and (2) to request that any Company Acquisition Proposal made orally be made in writing. The Company shall promptly (and in any event within twenty-four (24) hours) advise Parent in writing of the receipt of any Company Acquisition Proposal (including the identity of the Person making or submitting such Company Acquisition Proposal or inquiry, proposal or offer and the terms and conditions thereof) that is made or submitted by any Person prior to the Effective Time. The Company shall keep Parent informed, on a reasonably current basis, of the status of, and any financial or other changes in, any such Company Acquisition Proposal, inquiry, proposal or offer, including providing Parent copies of any correspondence related thereto and proposed documents to effect such Company Acquisition Proposal (or a written summary of the material terms of such Company Acquisition Proposal, if acceptednot made in writing). (d) Except as otherwise provided in Section 5.3(e), is likely Section 5.3(f) or Section 5.3(g), neither the Company Board nor any committee thereof shall (i)(A) directly or indirectly, fail to be consummatedmake, taking into account all legalwithhold, financial and regulatory aspects withdraw or qualify (or modify in a manner adverse to Parent) the Company Recommendation or the approval of this Agreement, the Merger or any of the proposal and other Transactions, take any action (or permit or authorize any of the Person making the proposal and would, if consummated, result in a transaction more favorable Acquired Companies or any of its or their respective Representatives to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (take any such more favorable Acquisition Proposal action) inconsistent with the Company Recommendation or resolve, agree or propose to take any such actions (each such action set forth in this Section 5.3(d)(i)(A) being referred to in this Agreement herein as a "Superior “Company Adverse Recommendation Change”) or (B) adopt, approve, recommend, endorse or otherwise declare advisable any Company Acquisition Proposal or resolve, agree or propose to take any such actions, (ii) cause or permit the Company to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement related to a Company Acquisition Proposal", other than a Company Acceptable Confidentiality Agreement pursuant to Section 5.3(c), provided further that (iii) take any action to make the provisions of any Takeover Laws or any restrictive provision of any applicable anti-takeover provision in the Company Charter or the Company Regulations inapplicable to any transactions contemplated by a Company Acquisition Proposal (including approving any transaction under the OGCL) or (iv) resolve, agree or propose to take any such actions. (e) Notwithstanding Section 5.3(d), at any time prior to initially furnishing such information toobtaining the Company Shareholder Approval, or entering into discussions or negotiations withprovided that the Acquired Companies have complied with the provisions of this Section 5.3 applicable to the Acquired Companies, such Personthen, prior to obtaining the Company Shareholder Approval, the Company Board may solely in response to a Company Superior Proposal received on or after the date hereof that has not been withdrawn or abandoned and that did not result from a breach of this Section 5.3, make a Company Adverse Recommendation Change in order to cause the Company to terminate this Agreement pursuant to Section 7.1(d)(iv) (including payment of the Termination Fee) and concurrently enter into a binding definitive agreement to effect such Company Superior Proposal. Neither the Company Board nor any committee thereof shall provide two make a Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 7.1(d)(iv) or cause the Company to enter into a binding definitive agreement to effect such Company Superior Proposal unless the Company has first complied with the provisions of Section 5.3(f) and, after so complying, the Company Board determines in good faith (2after consultation with the Company’s outside legal counsel) business days' advance that such Company Acquisition Proposal continues to constitute a Company Superior Proposal. (f) The Company Board shall not take any action set forth in Section 5.3(e) unless the Company has first (i) provided written notice to Parent to (a “Notice of Company Superior Proposal”) advising Parent that the effect that it is furnishing information to, or entering into negotiations with, Company has received a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Superior Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include specifying the terms and conditions of such proposalCompany Superior Proposal, identifying the Person making such Company Superior Proposal and providing copies of any agreements intended to effect such Company Superior Proposal and that the Company Board has made the determination required under Section 5.3(e), (ii) negotiated, and caused the Company and its Representatives to negotiate, during the four (4) Business Day period following Parent’s receipt of the Company's intent Notice of Company Superior Proposal (the “Company Superior Proposal Notice Period”), in good faith with Parent to enter into enable Parent to make a definitive agreement counteroffer or propose to amend the terms of this Agreement (to the extent Parent wishes to do so) so that such Company Acquisition Proposal no longer constitutes a Company Superior Proposal, and (iii) after complying with the immediately foregoing clauses (i) and (ii), reaffirmed the Company Board’s determination required under Section 5.3(e) in light of any counteroffer or proposed amendment to the terms of this Agreement; provided, however, that if, during the Company Superior Proposal Notice Period any revisions are made to a Company Acquisition Proposal and such revisions are material (it being understood and agreed that any change to consideration with respect to such proposal is material), the Company shall deliver a new Notice of Company Superior Proposal to Parent and shall comply with the requirements of this Section 5.3(f) with respect to such new Notice of Company Superior Proposal. , except that any subsequent Company Superior Proposal Notice Period shall be two (2) Business Days following Parent’s receipt of such new Notice of Company Superior Proposal. (g) Nothing in this Agreement shall prohibit or restrict the Company Board, in circumstances not involving or relating to a Company Acquisition Proposal, from effecting a Company Adverse Recommendation Change in response to the occurrence of a Company Intervening Event if the Company Board determines in good faith (after consultation with the Company’s outside legal counsel) that the failure to do so would constitute a breach of its fiduciary duties to the shareholders of the Company under applicable Law and the Company has first: (i) provided written notice to Parent (a “Notice of Company Intervening Event”) describing the Company Intervening Event and advising Parent that the Company Board intends to take such action and specifying the reasons therefor in reasonable detail; (ii) negotiated, and caused the Company and its Representatives to negotiate, during the four (4) Business Days following Parent’s receipt of the Notice of Company Intervening Event (the “Company Intervening Event Notice Period”), in good faith with Parent regarding any revisions to the terms of the Transactions proposed by Parent in response to such Company Intervening Event; and (iii) at the end of the Company Intervening Event Notice Period, the Company Board determines in good faith, after consultation with the Company’s outside legal counsel (and taking into account any adjustment or modification of the terms of this Agreement proposed by Parent), that a Company Intervening Event continues to exist and that the failure to make a Company Adverse Recommendation Change would constitute a breach by the Company Board of its fiduciary duties to the shareholders of the Company under applicable Law. (h) The Company agrees that it shall take all actions necessary so that any Company Adverse Recommendation Change shall not change the approval of this Agreement or any other approval of the Company Board or any committee thereof in any respect that would have the effect of causing any of the Takeover Laws of any state (including the State of Ohio) or other similar statutes to be applicable to the Transactions, including the Merger. (i) Nothing contained herein in this Section 5.3 or elsewhere in this Agreement shall prohibit the Company Board from (A) taking and disclosing to its shareholders the statement required a position contemplated by Item 1012(a) of Regulation M-A, Rule 14e-2(a) under the Exchange Act or Rule 14d-9 under the Exchange Act or (B) making any disclosure to its shareholders if the Company Board determines (after consultation with its outside counsel) that failure to do so would constitute a breach of its fiduciary duties to the shareholders of the Company under applicable Law; provided, however, that neither the Company nor the Company Board (or any committee thereof) shall be permitted to recommend that the shareholders of the Company tender any securities in connection with any tender or exchange offer (or otherwise approve, endorse or recommend any Company Acquisition Proposal), unless in each case, in connection therewith, the Company Board effects a Company Adverse Recommendation Change in accordance with Section 5.3(e); provided, further that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Company Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the Company Recommendation and rejects any Company Acquisition Proposal within the later of (1) three (3) Business Days after such “stop, look and listen” communication and (2) if applicable, the deadline for filing a Schedule 14D-9 with respect to an such Company Acquisition Proposal with the SEC. (j) Any action taken or not taken by means any Representative of a tender offer. The Company will immediately cease and cause to be terminated any existing activitiesof the Acquired Companies that, discussions if taken or negotiations with any other person that have been conducted heretofore with respect to a potential Acquisition Proposal. Except in connection with a Superior Proposal, not taken by the Company agrees to enforce and not to waive or release any confidentiality agreements which any persons have entered into with would constitute a breach of this Section 5.3, shall be deemed a breach of this Agreement by the Company. (k) For purposes of this Agreement, the following terms shall have the respective meanings assigned below:

Company Acquisition Proposals. In light (a) Notwithstanding anything to the contrary contained in this Agreement, during the Interim Period, neither the Seller Parties nor any of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement and in light of the Company's representations contained in Section 3.14, the Company agrees that it shall not, Target Companies nor shall it permit any of its Subsidiaries totheir respective officers, nor directors, Affiliates or employees shall, and the Seller Parties 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 use reasonable best efforts to cause their respective Representatives not to, directly or indirectly, solicit (i) whether publicly or otherwise, solicit, initiate, knowingly induce, knowingly encourage or encourage the submission ofknowingly facilitate any inquiry, any discussion, offer or request that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal, (ii) enter into, continue, conduct, engage, maintain or otherwise participate in any discussions or negotiations regarding, or furnish to any person Third Party any non-public information in connection with, or otherwise cooperate in any way with, or knowingly facilitate in any way any effort by, any Third Party in connection with any Company Acquisition Proposal, (iii) approve, endorse or recommend a Company Acquisition Proposal, (iv) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement providing for or relating to a Company Acquisition Proposal or requiring the Seller Parties to terminate this Agreement with any Third Party (an “Alternative Acquisition Agreement”), (v) take any action to make the provisions of any Takeover Statute or any restrictive provision of any applicable anti-takeover provision in the Company Charter or Company Bylaws inapplicable to any transactions contemplated by a Company Acquisition Proposal or to any Third Party, (vi) terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which the Company, the Sellers or any of the Target Companies is or becomes a party (provided that the Company Board may waive any such standstill agreement if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the directors’ duties under applicable Law), or (vii) resolve, agree, approve, recommend or publicly propose or agree to do any of the foregoing. (b) Notwithstanding anything to the contrary in Section 8.6(a), at any time prior to obtaining the Company Stockholder Approval, the Company may, directly or indirectly through any Representative, in response to an unsolicited bona fide written Company Acquisition Proposal by a Third Party made after the Effective Date, (i) furnish non-public information to such Third Party (and such Third Party’s Representatives) making a Company Acquisition Proposal (provided, however, that (A) prior to so furnishing such information, the Company receives from the Third Party an executed Acceptable Confidentiality Agreement, and (B) any non-public information concerning the Company, the Sellers or the Target Companies that is provided to such Third Party shall, to the extent not previously provided to the Purchasers, be provided to the Purchasers prior to or simultaneously with providing it to such Third Party) and (ii) engage in discussions or negotiations with such Third Party (and such Third Party’s Representatives) with respect to the Company Acquisition Proposal, in the case of each of clauses (i) and (ii): if (x) the Company Board determines in good faith, after consultation with outside legal counsel and financial advisors, that such Company Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Proposal, and (y) the Company Board determines in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable Law. (c) In addition to the other obligations of the Company set forth in this Section 8.6, the Company shall notify the Purchasers promptly (but in no event later than 24 hours) after (i) receipt of any Company Acquisition Proposal or any request for non-public information relating to the Company, any Seller or any Target Company by any Third Party, or any inquiry from any Person seeking to have discussions or negotiations with the Company relating to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may could reasonably be expected to lead to, any a possible Company Acquisition Proposal (such notice shall be made orally and confirmed in writing and shall indicate the identity of the Person making the Company Acquisition Proposal, the material terms and conditions of any Company Acquisition Proposals, inquiries, proposals or offers, including a copy thereof if in writing and any related documentation or correspondence), or (ii) it enters into any discussions or negotiations concerning any Company Acquisition Proposal or provides nonpublic information or data to any Person in accordance with this Section 8.6(c), and, in each case, the Company shall keep the Purchasers reasonably informed of the status and terms of any such Company Acquisition Proposals, inquiries, proposals, offers, discussions or negotiations (including any material change to the financial terms, conditions or other material terms thereof). (d) Except as permitted by this Section 8.6(d) and Section 8.6(f), the Company Board shall not (i) withdraw, amend, change, qualify, or publicly propose to withdraw, amend, change or qualify, in a manner adverse to the Purchasers the Board Recommendation or knowingly make any public statement inconsistent with such Board Recommendation, (ii) approve, adopt, endorse or recommend (or publicly propose to approve, adopt, endorse or recommend) any Company Acquisition Proposal, or (iii) approve, adopt, declare advisable or recommend (or agree to, resolve or propose to approve, adopt, declare advisable or recommend), or cause or permit the Company to enter into, any Alternative Acquisition Agreement (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 8.6) (each of clause (i), (ii) and (iii), an “Adverse Recommendation Change”). Notwithstanding anything to the contrary set forth in this Agreement, if the Company Board has received a bona fide Company Acquisition Proposal (that did not result from a breach of this Section 8.6) that, in the good faith determination of the Company Board, after consultation with outside legal counsel and financial advisors, constitutes a Superior Proposal, after having complied with, and giving effect to all of the adjustments which may be offered by the Purchasers pursuant to Section 8.6(e), and such Company Acquisition Proposal is not withdrawn, and in such case the Company may (i) terminate this Agreement pursuant to Section 10.1(c)(ii), and/or (ii) make an Adverse Recommendation Change (provided, that in the event of any such termination, the Company complies with its obligation to pay the Company Termination Amount pursuant to Section 10.3(a)(i)). (e) The Company Board shall not be entitled to effect an Adverse Recommendation Change pursuant to Section 8.6(d) or Section 8.6(f) unless (i) the Company has provided a written notice (a “Notice of Superior Proposal”) to the Purchasers that the Company intends to take such action, specifying in reasonable detail the reasons therefor and describing the material terms and conditions of, and attaching a complete copy of, the Superior Proposal and the terms of any and all agreements in connection therewith, including any financing arrangements, that is the basis of such action, (ii) during the four (4) Business Day period following the Purchasers’ receipt of the Notice of Superior Proposal, the Company shall, and shall cause its Representatives to, negotiate with the Purchasers in good faith (to the extent the Purchasers desire to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal, and (iii) following the end of the four (4) Business Day period, the Company Board shall have determined in good faith, after consultation with outside legal counsel and financial advisors, taking into account any changes to this Agreement proposed in writing by the Purchasers in response to the Notice of Superior Proposal or otherwise, that the Superior Proposal giving rise to the Notice of Superior Proposal continues to constitute a Superior Proposal. Any amendment to the financial terms or any other material amendment of such Superior Proposal shall require a new Notice of Superior Proposal, and the Company shall be required to comply again with the requirements of this Section 8.6(e); provided, however, that nothing contained references to the four (4) Business Day period above shall then be deemed to be references to a period of time that is the longer of (x) two (2) Business Days and (y) the remainder of the original four (4) Business Day period. (f) Notwithstanding Section 8.6(a), but subject to the provisions of Section 8.6(e), in this Agreement shall prevent response to an Intervening Event, the Company Board of Directors frommay, at any time prior to the receipt of the Company Shareholder Approval, (A) providing information Stockholder Approval and other than in response to a request therefor by a Person who has made Company Acquisition Proposal, effect an unsolicited bona fide written Acquisition Proposal Adverse Recommendation Change if the Company Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines determined in good faith (after consultation with its financial advisoroutside legal counsel) that that, in light of such Acquisition ProposalIntervening Event, if accepted, is likely the failure to take such action would be consummated, taking into account all legal, financial and regulatory aspects of inconsistent with the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable directors’ duties under applicable Law. Subject to the Company's shareholders from ’s compliance, in all material respects, with Section 8.6(d), (e) and (f) the Company may take and/or disclose to the stockholders of the Company a financial point of view than the transaction position contemplated by this Agreement (Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or by Item 1012(a) of Regulation M-A; provided, however, that any such more favorable Acquisition Proposal being referred to in this Agreement as statement(s) (other than a "Superior Proposal")“stop, provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally look and in writing listen communication” of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required type contemplated by Rule 14e-2(a14d-9(f) under the Exchange Act with respect Act, and within the time period contemplated by Rule 14d-9(f)(3)) shall be deemed to be an Acquisition Proposal by means Adverse Recommendation Change, unless the Company Board expressly publicly reaffirms the Board Recommendation in such statement. (g) Upon execution of a tender offer. The this Agreement, the Seller Parties and the Target Companies and their respective officers, directors and employees shall, and the Company will shall instruct the Sellers’ Representatives to, immediately cease and cause to be terminated any existing activitiesdiscussions, discussions negotiations or negotiations communications with any other person that have been Person conducted heretofore prior to the Effective Date with respect to a potential any, or that could reasonably be expected to lead to a, Company Acquisition Proposal. Except Proposal and shall request the prompt return or destruction of all confidential information previously furnished in connection with a Superior Proposaltherewith. From and after the Effective Date, the Company, the Sellers and the Target Companies and their respective officers, directors and employees shall, and the Company agrees shall instruct and cause its and the Target Companies’ Representatives to, take such action as is necessary to enforce and not to waive or release any confidentiality agreements agreement (including standstill provisions) or provisions of similar effect to which any persons have entered into with the Company, the Sellers or any of the Target Companies is a party or of which the Company, the Sellers or any of the Target Companies is a beneficiary. (h) References in this Section 8.6 to the “Company Board” shall include a duly authorized committee thereof. (i) For purposes of this Agreement:

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior (a) Subject to the execution other provisions of this Agreement and in light of Section 6.5, during the Company's representations contained in Section 3.14Interim Period, the each Company Party agrees that it shall not, nor and shall it permit any cause each of its Subsidiaries the other Company Entities not to, nor and shall it not authorize and shall use reasonable best efforts to cause its and their officers and directors, managers or permit any officerequivalent, director or employee of, or any investment banker, attorney or and other advisor or representative of, the Company or any of its Subsidiaries Representatives not to, directly or indirectlyindirectly through another Person, solicit or (i) solicit, initiate, knowingly encourage or encourage the submission ofknowingly facilitate any inquiry, any Acquisition Proposaldiscussion, offer or request that constitutes, or participate could reasonably be expected to lead to, a Company Acquisition Proposal (an “Inquiry”), (ii) engage in any discussions or negotiations regarding, or furnish to any person Third Party any non-public information with respect toin connection with, or take knowingly facilitate in any other action to facilitate way any inquiries or the making effort by, any Third Party in furtherance of any proposal that constitutesCompany Acquisition Proposal or Inquiry, (iii) approve or recommend a Company Acquisition Proposal, or may reasonably be expected enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement (other than a Company Acceptable Confidentiality Agreement entered into in accordance with this Section 6.5) providing for or relating to lead toa Company Acquisition Proposal (a “Company Alternative Acquisition Agreement”), or (iv) propose or agree to do any Acquisition Proposal; provided, however, that nothing contained of the foregoing. (b) Notwithstanding anything to the contrary in this Agreement shall prevent the Board of Directors fromSection 6.5, at any time prior to obtaining the Company Shareholder Stockholder Approval, (A) providing information the Company Parties may, directly or indirectly through any Representative, in response to a request therefor by a Person who has made an unsolicited bona fide written Company Acquisition Proposal if by a Third Party made after the Board date of Directors this Agreement (that did not result from a breach of this Section 6.5) (i) furnish non-public information to such Third Party (and such Third Party’s Representatives) making a Company Acquisition Proposal (provided, however, that (A) prior to so furnishing such information, the Company receives from the Person so requesting Third Party an executed Company Acceptable Confidentiality Agreement, and (B) any non-public information concerning the Company Entities that is provided to such Third Party shall, to the extent not previously provided to Parent or Merger Sub, be provided to Parent or Merger Sub prior to or substantially at the same time that such information an executed confidentiality agreement the terms of which are is provided to such Third Party), and (without regard ii) engage in discussions or negotiations with such Third Party (and such Third Party’s Representatives) with respect to the terms Company Acquisition Proposal if, in the case of the Acquisition Proposaleach of clauses (i) and (ii): (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith faith, after consultation with outside legal counsel and financial advisors, that such Company Acquisition Proposal constitutes, or is reasonably likely to result in, a Company Superior Proposal, and (y) the Company Board determines in good faith, after consultation with outside legal counsel, that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary be inconsistent with the directors’ duties under applicable law Law. (c) The Company Parties shall notify Parent promptly (but in no event later than twenty-four (24) hours) after receipt of any Company Acquisition Proposal or any request for nonpublic information relating to the Company Entities by any Third Party, or any Inquiry from any Person seeking to have discussions or negotiations with any Company Party relating to a possible Company Acquisition Proposal. Such notice shall be made orally and (ii) confirmed in each case referred to in clause (B) or (C) abovewriting, and shall indicate the Board of Directors identity of the Third Party making the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal request or Inquiry and the Person making the proposal material terms and wouldconditions of any Company Acquisition Proposals, Inquiries, proposals or offers (including a copy thereof if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (writing and any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"related documentation or correspondence), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company Parties shall also promptly, and in any event within twenty-four (24) hours, notify Parent orally and in writing writing, if it enters into discussions or negotiations concerning any Company Acquisition Proposal or provides nonpublic information or data to any Person in accordance with this Section 6.5(c) and keep Parent informed of the fact status and material terms of any such proposals, offers, discussions or negotiations on a current basis, including by providing a copy of all material documentation or material correspondence relating thereto. (d) Except as permitted by this Section 6.5(d), neither the Company Board nor any committee thereof shall (i) withhold, withdraw, modify or qualify (or publicly propose to withhold, withdraw, modify or qualify), in a manner adverse to any Parent Party, the Company Recommendation or the Company’s approval of the Partnership Merger, (ii) approve, adopt or recommend (or publicly propose to approve, adopt or recommend) any Company Acquisition Proposal, (iii) fail to include the Company Recommendation or the Company’s approval of the Partnership Merger in the Joint Proxy Statement or any Schedule 14D-9, as applicable, (iv) fail to publicly recommend against any Company Acquisition Proposal within ten (10) Business Days of the request of Parent and/or reaffirm the Company Recommendation or the Company’s approval of the Partnership Merger within ten (10) Business Days of the request of Parent (any of the actions described in clauses (i), (ii), (iii) and (iv) of this Section 6.5(d), a “Company Adverse Recommendation Change”), or (v) approve, adopt, declare advisable or recommend (or agree to, resolve or propose to approve, adopt, declare advisable or recommend), or cause or permit any Company Entity to enter into, any Company Alternative Acquisition Agreement (other than a Company Acceptable Confidentiality Agreement entered into in accordance with this Section 6.5). Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Company Stockholder Approval, the Company Board shall be permitted to effect a Company Adverse Recommendation Change if the Company Board (A) (x) has received an unsolicited bona fide Company Acquisition Proposal (that it received inquiriesdid not result from a breach of this Section 6.5) that, offers in the good faith determination of the Company Board, after consultation with outside legal counsel and financial advisors, constitutes a Company Superior Proposal, after having complied with, and giving effect to all of the adjustments which may be offered by the Parent Parties pursuant to Section 6.5(e), and such Company Acquisition Proposal is not withdrawn, and (y) determines in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable Law, and in such case the Company may (i) terminate this Agreement pursuant to Section 8.1(c)(ii) or proposals (ii) make a Company Adverse Recommendation Change, including approving or recommending such Company Superior Proposal to the Company’s stockholders, and, in the case of a termination, the Company may immediately prior to or concurrently with such termination of this Agreement, enter into a Company Alternative Acquisition Agreement with respect to an Acquisition such Company Superior Proposal; or (B) determines in good faith, within 24 hours after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable Law (based on circumstances not covered by clause (A)), and, in such case the Company obtains Knowledge may make a Company Adverse Recommendation Change, provided, that, in the case of each of clause (A) and clause (B), in the event of any termination by the Company or Parent pursuant to Section 8.1(c)(ii) or Section 8.1(d)(iii), as may be applicable, the Company Parties comply with their obligation to pay the Parent Expense Amount pursuant to Section 8.3(a). (e) The Company Board shall not be entitled to effect a Company Adverse Recommendation Change pursuant to Section 6.5(d) unless (i) the Company has provided a written notice (a “Notice of Company Adverse Recommendation Change”) to the Parent Parties that the Company intends to take such action, specifying in reasonable detail the reasons therefor and, in the case of a Company Adverse Recommendation Change pursuant to Section 6.5(d)(A), describing the material terms and conditions of, and attaching a complete copy of, the Company Superior Proposal that is the basis of such action (it being understood that such material terms shall include the identity of the receipt thereofThird Party), and shall give Parent (ii) during the five (5) business days' advance notice Business Day period following the Parent Parties’ receipt of the Notice of Company Adverse Recommendation Change, the Company shall, and shall cause its Representatives to, negotiate with the Parent Parties in good faith (which notice shall include to the extent the Parent Parties desire to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such proposalCompany Adverse Recommendation Change is no longer necessary, and (iii) following the end of the Company's intent five (5) Business Day period, the Company Board shall have determined in good faith, after consultation with outside legal counsel and financial advisors, taking into account any changes to enter into this Agreement proposed in writing by the Parent Parties in response to the Notice of Company Adverse Recommendation Change or otherwise, (x) that in the case of a definitive agreement Company Adverse Recommendation Change pursuant to Section 6.5(d)(A), the Company Superior Proposal giving rise to the Notice of Company Adverse Recommendation Change, continues to constitute a Company Superior Proposal and, (y) after consultation with respect outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable Law. Any amendment to the financial terms or any other material amendment of such Company Superior Proposal shall require a Superior Proposal. new Notice of Company Adverse Recommendation Change, and the Company Parties shall be required to comply again with the requirements of this Section 6.5(e). (f) Nothing contained herein in this Section 6.5 or elsewhere in this Agreement shall prohibit the Company or the Company Board, directly or indirectly through its Representatives, from disclosing to its shareholders the statement required Company’s stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or making any disclosure to its stockholders if the Company Board has determined, after consultation with respect outside legal counsel, that the failure to do so would be inconsistent with applicable Law; provided, however, that any disclosure other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) promulgated under the Exchange Act, an express rejection of any applicable Company Acquisition Proposal by means or an express reaffirmation of the Company Recommendation (and/or an express reaffirmation the Company’s approval of the Partnership Merger) shall be deemed to be a tender offer. Company Adverse Recommendation Change. (g) The Company will Parties shall, and shall cause each of the other Company Entities, and its and their officers and directors, managers or equivalent, and other Representatives to (i) immediately cease and cause to be terminated any existing activitiesdiscussions, discussions negotiations or negotiations communications with any other person that have been Person conducted heretofore with respect to any Company Acquisition Proposal and (ii) take such action as is necessary to enforce any confidentiality provisions or provisions of similar effect to which any Company Entity is a potential Acquisition Proposalparty or of which any Company Entity is a beneficiary. Except The Company Parties shall use reasonable best efforts to cause all Third Parties who have been furnished confidential information regarding any Company Entity in connection with the solicitation of or discussions regarding a Superior Proposal, Company Acquisition Proposal within the Company agrees six (6) months prior to enforce and not the date of this Agreement to waive promptly return or release any confidentiality agreements which any persons destroy such information (to the extent that they are entitled to have entered into with the Companysuch information returned or destroyed). (h) For purposes of this Agreement:

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior (a) Subject to the execution other provisions of this Agreement and in light of Section 6.5, during the Company's representations contained in Section 3.14Interim Period, the Company agrees that it shall not, nor and shall it permit any cause each of its the Company Subsidiaries not to, nor and shall it not authorize and shall use reasonable best efforts to cause its and their officers and directors, managers or permit any officerequivalent, director or employee of, or any investment banker, attorney or and other advisor or representative of, the Company or any of its Subsidiaries Representatives not to, directly or indirectlyindirectly through another Person, solicit or (i) solicit, initiate, knowingly encourage or encourage the submission offacilitate any inquiry, any Acquisition Proposaldiscussion, offer or request that constitutes, or participate could reasonably be expected to lead to, a Company Acquisition Proposal (an “Inquiry”), (ii) engage in any discussions or negotiations regarding, or furnish to any person Third Party any non-public information with respect toin connection with, or take knowingly facilitate in any other action to facilitate way any inquiries or the making effort by, any Third Party in furtherance of any proposal that constitutesCompany Acquisition Proposal or Inquiry, (iii) approve or recommend a Company Acquisition Proposal, or may reasonably be expected enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.5) providing for or relating to lead toa Company Acquisition Proposal (an “Alternative Acquisition Agreement”), or (iv) propose or agree to do any Acquisition Proposal; provided, however, that nothing contained of the foregoing. (b) Notwithstanding anything to the contrary in this Agreement shall prevent the Board of Directors fromSection 6.5, at any time prior to obtaining the Company Shareholder Stockholder Approval, (A) providing information the Company may, directly or indirectly through any Representative, in response to a request therefor by a Person who has made an unsolicited bona fide written Company Acquisition Proposal if by a Third Party made after the Board date of Directors this Agreement (that did not result from a breach of this Section 6.5) (i) furnish non-public information to such Third Party (and such Third Party’s Representatives) making a Company Acquisition Proposal (provided, however, that (A) prior to so furnishing such information, the Company receives from the Person so requesting Third Party an executed Acceptable Confidentiality Agreement, and (B) any non-public information concerning the Company or the Company Subsidiaries that is provided to such Third Party shall, to the extent not previously provided to Parent or Merger Sub, be provided to Parent or Merger Sub prior to or substantially at the same time that such information an executed confidentiality agreement the terms of which are is provided to such Third Party), and (without regard ii) engage in discussions or negotiations with such Third Party (and such Third Party’s Representatives) with respect to the terms Company Acquisition Proposal if, in the case of the Acquisition Proposaleach of clauses (i) and (ii): (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith faith, after consultation with outside legal counsel and financial advisors, that such Company Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Proposal, and (y) the Company Board determines in good faith, after consultation with outside legal counsel, that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary be inconsistent with the directors’ duties under applicable law Law; provided, however, that in each of the foregoing clauses (i) and (ii) in each case referred to in clause (B) or (C) above), the Board of Directors of the such Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to was not solicited in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two violation of Section 6.5. (2c) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent promptly (but in no event later than 24 hours) after receipt of any Company Acquisition Proposal or any request for nonpublic information relating to the Company or any Company Subsidiary by any Third Party, or any Inquiry from any Person seeking to have discussions or negotiations with the Company relating to a possible Company Acquisition Proposal. Such notice shall be made orally and confirmed in writing, and shall indicate the identity of the Third Party making the Company Acquisition Proposal, request or Inquiry and the material terms and conditions of any Company Acquisition Proposals, Inquiries, proposals or offers (including a copy thereof if in writing and any related documentation or correspondence). The Company shall also promptly, and in any event within 24 hours, notify Parent orally and in writing writing, if it enters into discussions or negotiations concerning any Company Acquisition Proposal or provides nonpublic information or data to any Person in accordance with this Section 6.5(c) and keep Parent informed of the fact status and material terms of any such proposals, offers, discussions or negotiations on a current basis, including by providing a copy of all material documentation or material correspondence relating thereto. (d) Except as permitted by this Section 6.5(d), neither the Company Board nor any committee thereof shall (i) withhold, withdraw, modify or qualify (or publicly propose to withhold, withdraw, modify or qualify), in a manner adverse to Parent or Merger Sub, the Company Recommendation, (ii) approve, adopt or recommend (or publicly propose to approve, adopt or recommend) any Company Acquisition Proposal, (iii) fail to include the Company Recommendation in the Joint Proxy Statement or any Schedule 14D-9, as applicable, (iv) fail to publicly recommend against any Company Acquisition Proposal within ten (10) Business Days of the request of Parent and/or reaffirm the Company Recommendation within ten (10) Business Days of the request of Parent (any of the actions described in clauses (i), (ii), (iii) and (iv) of this Section 6.5(d), an “Adverse Recommendation Change”), or (v) approve, adopt, declare advisable or recommend (or agree to, resolve or propose to approve, adopt, declare advisable or recommend), or cause or permit the Company to enter into, any Alternative Acquisition Agreement (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.5). Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Company Stockholder Approval, the Company Board shall be permitted to effect an Adverse Recommendation Change if the Company Board (x) has received an unsolicited bona fide Company Acquisition Proposal (that it received inquiriesdid not result from a breach of this Section 6.5) that, offers in the good faith determination of the Company Board, after consultation with outside legal counsel and financial advisors, constitutes a Superior Proposal, after having complied with, and giving effect to all of the adjustments which may be offered by Parent and Merger Sub pursuant to Section 6.5(e), and such Company Acquisition Proposal is not withdrawn, and (y) determines in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable Law, and in such case the Company may (i) terminate this Agreement pursuant to Section 8.1(c)(ii), (ii) make an Adverse Recommendation Change and/or (iii) approve or proposals recommend such Superior Proposal to the Company’s stockholders and, in the case of a termination, the Company may immediately prior to or concurrently with such termination of this Agreement, enter into an Alternative Acquisition Agreement with respect to an Acquisition Proposalsuch Superior Proposal (provided, within 24 hours after that in the event of any such termination, the Company obtains Knowledge complies with its obligation to pay the Termination Payment pursuant to Section 8.3(a)). (e) The Company Board shall not be entitled to effect an Adverse Recommendation Change pursuant to Section 6.5(d) unless (i) the Company has provided a written notice (a “Notice of Superior Proposal”) to Parent and Merger Sub that the Company intends to take such action, specifying in reasonable detail the reasons therefor and describing the material terms and conditions of, and attaching a complete copy of, the Superior Proposal that is the basis of such action (it being understood that such material terms shall include the identity of the receipt thereofThird Party), and shall give Parent (ii) during the five (5) business days' advance notice Business Day period following Parent’s and Merger Sub’s receipt of the Notice of Superior Proposal, the Company shall, and shall cause its Representatives to, negotiate with Parent and Merger Sub in good faith (which notice shall include to the extent Parent and Merger Sub desire to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such proposal) of the Company's intent Superior Proposal ceases to enter into a definitive agreement with respect to constitute a Superior Proposal, and (iii) following the end of the five (5) Business Day period, the Company Board shall have determined in good faith, after consultation with outside legal counsel and financial advisors, taking into account any changes to this Agreement proposed in writing by Parent and Merger Sub in response to the Notice of Superior Proposal or otherwise, that the Superior Proposal giving rise to the Notice of Superior Proposal continues to constitute a Superior Proposal and, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable Law. Any amendment to the financial terms or any other material amendment of such Superior Proposal shall require a new Notice of Superior Proposal, and the Company shall be required to comply again with the requirements of this Section 6.5(e); provided, however, that references to the five (5) Business Day period above shall then be deemed to be references to a three (3) Business Day period. (f) Nothing contained herein in this Section 6.5 or elsewhere in this Agreement shall prohibit the Company or the Company Board, directly or indirectly through its Representatives, from disclosing to its shareholders the statement required Company’s stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or making any disclosure to its stockholders if the Company Board has determined, after consultation with respect outside legal counsel, that the failure to do so would be inconsistent with applicable Law; provided, however, that any disclosure other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) promulgated under the Exchange Act, an express rejection of any applicable Company Acquisition Proposal by means or an express reaffirmation of a tender offer. the Company Recommendation to the Company’s stockholders in favor of the Merger shall be deemed to be an Adverse Recommendation Change. (g) The Company will shall, and shall cause each of the Company Subsidiaries, and its and their officers and directors, managers or equivalent, and other Representatives to (i) immediately cease and cause to be terminated any existing activitiesdiscussions, discussions negotiations or negotiations communications with any other person that have been Person conducted heretofore with respect to any Company Acquisition Proposal and (ii) take such action as is necessary to enforce any confidentiality provisions or provisions of similar effect to which the Company or any of the Company Subsidiaries is a potential Acquisition Proposalparty or of which the Company or any of the Company Subsidiaries is a beneficiary. Except The Company shall use all reasonable efforts to cause all Third Parties who have been furnished confidential information regarding the Company in connection with the solicitation of or discussions regarding a Superior Proposal, Company Acquisition Proposal within the six (6) months prior to the date of this Agreement to promptly return or destroy such information (to the extent that the Company agrees is entitled to enforce and not to waive have such information returned or release any confidentiality agreements which any persons have entered into with the Companydestroyed). (h) For purposes of this Agreement:

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior (a) Subject to the execution other provisions of this Agreement and in light of Section 6.4, during the Company's representations contained in Section 3.14Interim Period, the Company agrees that it shall not, nor and shall it permit any cause each of its Subsidiaries not to, nor and shall it not authorize and shall use reasonable best efforts to cause its and their officers and directors, managers or permit any officerequivalent, director or employee of, or any investment banker, attorney or and other advisor or representative of, the Company or any of its Subsidiaries Representatives not to, directly or indirectlyindirectly through another Person, solicit or (i) solicit, initiate, knowingly encourage or encourage the submission offacilitate any inquiry, any Acquisition Proposaldiscussion, offer or request that constitutes, or participate could reasonably be expected to lead to, an Acquisition Proposal (an “Inquiry”), (ii) engage in any discussions or negotiations regarding, or furnish to any person Third Party any non-public information with respect toin connection with, or take knowingly facilitate in any other action to facilitate way any inquiries or the making effort by, any Third Party in furtherance of any proposal that constitutesAcquisition Proposal or Inquiry, (iii) approve or recommend an Acquisition Proposal, or may reasonably be expected enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.4) providing for or relating to lead to, an Acquisition Proposal (an “Alternative Acquisition Agreement”) or (iv) propose or agree to do any Acquisition Proposal; provided, however, that nothing contained of the foregoing. (b) Notwithstanding anything to the contrary in this Agreement shall prevent the Board of Directors fromSection 6.4, at any time prior to obtaining the Stockholder Approval, the Company Shareholder Approvalmay, (A) providing information directly or indirectly through any Representative, in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if by a Third Party made after the Board date of Directors this Agreement (that did not result from a breach of this Section 6.4) (i) furnish non-public information to such Third Party (and such Third Party’s Representatives) making an Acquisition Proposal (provided, however, that (A) prior to so furnishing such information, the Company receives from the Person so requesting Third Party an executed Acceptable Confidentiality Agreement and (B) any non-public information concerning any Company Entity that is provided to such Third Party shall, to the extent not previously provided to Parent or Merger Sub, be provided to Parent or Merger Sub prior to or substantially at the same time that such information an executed confidentiality agreement the terms of which are is provided to such Third Party) and (without regard ii) engage in discussions or negotiations with such Third Party (and such Third Party’s Representatives) with respect to the terms Acquisition Proposal if, in the case of the Acquisition Proposaleach of clauses (i) and (ii): (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith faith, after consultation with outside legal counsel and financial advisors, that such Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Proposal and (y) the Company Board determines in good faith, after consultation with outside legal counsel, that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary be inconsistent with the directors’ duties under applicable law Law; provided, however, that in each of the foregoing clauses (i) and (ii) in each case referred to in clause (B) or (C) above), the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects Proposal was not solicited in violation of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement Section 6.4. (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2c) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent promptly (but in no event later than 24 hours) after receipt of any Acquisition Proposal or any request for nonpublic information relating to any Company Entity by any Third Party, or any Inquiry from any Person seeking to have discussions or negotiations with the Company relating to a possible Acquisition Proposal. Such notice shall be made orally and confirmed in writing, and shall indicate the identity of the Third Party making the Acquisition Proposal, request or Inquiry and the material terms and conditions of any Acquisition Proposals, Inquiries, proposals or offers (including a copy thereof if in writing and any related documentation or correspondence). The Company shall also promptly, and in any event within 24 hours, notify Parent orally and in writing writing, if it enters into discussions or negotiations concerning any Acquisition Proposal or provides nonpublic information or data to any Person in accordance with this Section 6.4(c) and keep Parent informed of the fact status and material terms of any such proposals, offers, discussions or negotiations on a current basis, including by providing a copy of all material documentation or material correspondence relating thereto. (d) Except as permitted by this Section 6.4(d), the Company Board shall not (i) withhold, withdraw or modify or qualify in a manner adverse to Parent or Merger Sub (or publicly propose to withhold, withdraw or modify or qualify in a manner adverse to Parent or Merger Sub), the Company Recommendation, (ii) approve, adopt or recommend (or publicly propose to approve, adopt or recommend) any Acquisition Proposal, (iii) fail to include the Company Recommendation in the Proxy Statement/Prospectus, (iv) fail to publicly recommend against any Acquisition Proposal within ten (10) Business Days of the request of Parent and/or reaffirm the Company Recommendation within ten (10) Business Days of the request of Parent (any of the actions described in clauses (i), (ii), (iii) and (iv) of this Section 6.4(d), an “Adverse Recommendation Change”) or (v) approve, adopt, declare advisable or recommend (or agree to, resolve or propose to approve, adopt, declare advisable or recommend), or cause or permit the Company to enter into, any Alternative Acquisition Agreement (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.4). Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Stockholder Approval, the Company Board shall be permitted to effect an Adverse Recommendation Change if the Company Board (x) has received an unsolicited bona fide Acquisition Proposal (that it received inquiriesdid not result from a breach of this Section 6.4) that, offers in the good faith determination of the Company Board, after consultation with outside legal counsel and financial advisors, constitutes a Superior Proposal, after having complied with, and giving effect to all of the adjustments which may be offered by Parent and Merger Sub pursuant to Section 6.4(e), and such Acquisition Proposal is not withdrawn, and (y) determines in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable Law, and in such case the Company may (i) terminate this Agreement pursuant to Section 8.1(c)(ii), (ii) make an Adverse Recommendation Change and/or (iii) approve or proposals recommend such Superior Proposal to the Company’s stockholders and, in the case of a termination, the Company may immediately prior to or concurrently with such termination of this Agreement, enter into an Alternative Acquisition Agreement with respect to an Acquisition Proposalsuch Superior Proposal (provided, within 24 hours after that in the event of any such termination, the Company obtains Knowledge complies with its obligation to pay the Termination Fee pursuant to Section 8.3(a)). (e) The Company Board shall not be entitled to effect an Adverse Recommendation Change pursuant to Section 6.4(d) unless (i) the Company has provided a written notice (a “Notice of Superior Proposal”) to Parent and Merger Sub that the Company intends to take such action, specifying in reasonable detail the reasons therefor and describing the material terms and conditions of, and attaching a complete copy of, the Superior Proposal that is the basis of such action (it being understood that such material terms shall include the identity of the receipt thereofThird Party), and shall give Parent (ii) during the five (5) business days' advance notice Business Day period following Parent’s and Merger Sub’s receipt of the Notice of Superior Proposal, the Company shall, and shall cause its Representatives to, negotiate with Parent and Merger Sub in good faith (which notice shall include to the extent Parent and Merger Sub desire to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such proposalSuperior Proposal ceases to constitute a Superior Proposal and (iii) following the end of the Company's intent five (5) Business Day period, the Company Board shall have determined in good faith, after consultation with outside legal counsel and financial advisors, taking into account any changes to enter into this Agreement proposed in writing by Parent and Merger Sub in response to the Notice of Superior Proposal or otherwise, that the Superior Proposal giving rise to the Notice of Superior Proposal continues to constitute a definitive agreement Superior Proposal and, after consultation with respect outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable Law. Any amendment to the financial terms or any other material amendment of such Superior Proposal shall require a new Notice of Superior Proposal, and the Company shall be required to comply again with the requirements of this Section 6.4(e); provided, however, that references to the five (5) Business Day period above shall then be deemed to be references to a Superior Proposal. three (3) Business Day period. (f) Nothing contained herein in this Section 6.4 or elsewhere in this Agreement shall prohibit the Company or the Company Board, directly or indirectly through its Representatives, from disclosing to its shareholders the statement required Company’s stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange 1934 Act or making any disclosure to its stockholders if the Company Board has determined, after consultation with respect outside legal counsel, that the failure to do so would be inconsistent with applicable Law; provided, however, that any disclosure other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) promulgated under the 1934 Act, an express rejection of any applicable Acquisition Proposal by means or an express reaffirmation of a tender offer. the Company Recommendation to the Company’s stockholders in favor of the Merger shall be deemed to be an Adverse Recommendation Change. (g) The Company will shall, and shall cause its Subsidiaries, and its and their officers and directors, managers or equivalent, and other Representatives to (i) immediately cease and cause to be terminated any existing activitiesdiscussions, discussions negotiations or negotiations communications with any other person that have been Person conducted heretofore with respect to any Acquisition Proposal and (ii) take such action as is necessary to enforce any confidentiality provisions to which any Company Entity is a potential Acquisition Proposalparty or of which any Company Entity is a beneficiary. Except The Company shall use commercially reasonable efforts to cause all Third Parties who have been furnished confidential information regarding any Company Entity in connection with a Superior Proposal, the Company agrees solicitation of or discussions regarding an Acquisition Proposal within the six (6) months prior to enforce and not the date of this Agreement to waive promptly return or release any confidentiality agreements which any persons have entered into with the Companydestroy such information. (h) For purposes of this Agreement:

Company Acquisition Proposals. In light of (a) The Company shall, and shall instruct and shall use its reasonable best efforts to cause its Representatives to, (i) immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Company Acquisition Proposal other than the consideration given by Transactions and (ii) request the Board of Directors of the Company prior prompt return or destruction, to the execution of this Agreement and in light extent required by any confidentiality agreement of the Company's representations contained , of all confidential information previously made available by it or on its behalf in Section 3.14connection with any actual or potential Company Acquisition Proposal. The Company shall not terminate, the Company agrees that it shall notwaive, nor shall it permit amend, release or modify in any respect any material provision of its Subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or confidentiality agreement to which any investment banker, attorney or other advisor or representative of, the Acquired Company or any of its Subsidiaries to, directly or indirectly, solicit or initiate, or encourage the submission of, any Acquisition Proposal, or participate in any negotiations regarding, or furnish Affiliates is a party with respect 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 reasonably be expected to lead to, any Company Acquisition Proposal; provided, however, that nothing the Company shall be entitled to waive any standstill provision included in any such confidentiality agreement or any standstill provision contained in this Agreement shall prevent the Board any standstill agreement to which any Acquired Company or any of Directors fromits Affiliates is a party with respect to any Company Acquisition Proposal or any proposal, at any time prior inquiry or offer that would reasonably be expected to the Company Shareholder Approval, (A) providing information in response lead to a request therefor by a Person who has made an unsolicited bona fide written Company Acquisition Proposal if the Company Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with the Company’s outside legal counsel) that failure to waive such standstill would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law. (b) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7.1, except as permitted under this Agreement (including Section 5.3(c), Section 5.3(e) and Section 5.3(g)), the Company shall not, and shall use its reasonable best efforts to cause its Representatives and other Acquired Companies not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or knowingly induce or facilitate the making, submission or announcement of any inquiries, proposals or offers constituting or that would reasonably be expected to lead to a Company Acquisition Proposal, (ii) make available any information regarding any of the Acquired Companies to any Person (other than Parent and Parent’s or the Company’s Representatives) in response to a Company Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to a Company Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Company Acquisition Proposal (other than to state that they currently are not permitted to have discussions), (iv) approve, endorse or recommend any Company Acquisition Proposal, (v) make or authorize any statement, recommendation or solicitation in support of any Company Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to a Company Acquisition Proposal, or (vi) enter into any letter of intent or agreement in principle or any Contract providing for, relating to or in connection with any Company Acquisition Proposal. (c) Notwithstanding anything to the contrary in this Agreement (including this Section 5.3), if at any time prior to obtaining the Company Stockholder Approval, the Company receives an unsolicited bona fide written Company Acquisition Proposal, (i) the Company may contact the Person who has made such Company Acquisition Proposal (that did not result from a breach by the Company of this Section 5.3) in order to clarify the terms of such Company Acquisition Proposal (and not to negotiate or engage in any discussions relating to the material terms thereof) so that the Company Board (or any committee thereof) may inform itself about such Company Acquisition Proposal, and (ii) if the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and outside financial advisoradvisors) that such Company Acquisition Proposal constitutes, or would be reasonably likely to constitute or lead to, a Company Superior Proposal, the Company may (A) make available information (including non-public information) with respect to the Acquired Companies to the Person making such Company Acquisition Proposal pursuant to a Company Acceptable Confidentiality Agreement; provided, however, that the Company shall, substantially concurrently with, provide to Parent copies of any material non-public information made available to such Person that has not been previously provided or made available to Parent; and (B) participate in discussions or negotiations with such Person making such Company Acquisition Proposal regarding such Company Acquisition Proposal. The Company shall promptly (and in any event within forty-eight (48) hours) notify Parent in writing following the receipt of any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal (including the identity of the Person making or submitting such Company Acquisition Proposal or inquiry, proposal or offer, and the material terms and conditions thereof) that is made or submitted by any Person prior to obtaining the Company Stockholder Approval. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status of, or other material changes in, any such Company Acquisition Proposal, if accepted, is likely including any amendments to be consummated, taking into account all legal, financial and regulatory aspects material terms. (d) From the date of this Agreement until the earlier of the proposal Effective Time and the Person making the proposal and wouldtermination of this Agreement in accordance with Section 7.1, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated except as otherwise permitted by this Agreement (including Section 5.3(e), Section 5.3(f) or Section 5.3(g)), neither the Company Board nor any such more favorable committee thereof shall (i) withdraw, qualify, or modify, in each case in a manner adverse to Parent, the Company Recommendation (a “Company Adverse Recommendation Change”), or (ii) adopt, recommend, endorse or otherwise declare advisable any Company Acquisition Proposal being referred Proposal. (e) Notwithstanding anything to the contrary in this Agreement as (including this Section 5.3), if prior to obtaining the Company Stockholder Approval, (i) the Company receives an unsolicited bona fide written Company Acquisition Proposal, (ii) such Company Acquisition Proposal did not result from a "breach by the Company of this Section 5.3 and (iii) the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and outside financial advisors) that such Company Acquisition Proposal constitutes a Company Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Personthen, the Company may make a Company Adverse Recommendation Change and may terminate this Agreement pursuant to Section 7.1(d)(ii) (including payment of the Company Termination Fee) and concurrently enter into a binding definitive agreement to effect such Company Superior Proposal. (f) The Company Board shall provide two not take any action set forth in Section 5.3(e) unless the Company has (2i) business days' advance provided written notice to Parent to (a “Notice of Company Superior Proposal”) informing Parent that the effect Company has determined that it is furnishing information toa Company Acquisition Proposal constitutes a Company Superior Proposal, or entering into negotiations with, identifying the Person making such Company Superior Proposal and providing a Person. The Company shall notify Parent orally and in writing copy of the fact that it received inquiries, offers or proposals with respect draft agreement intended to an Acquisition effect such Company Superior Proposal, within 24 hours after (ii) for the Company obtains Knowledge four (4) Business Day period following Parent’s receipt of the receipt thereofNotice of Company Superior Proposal (the “Company Superior Proposal Notice Period”), and shall give permitted Parent five (5) business days' advance notice (which notice shall include to make counteroffers or proposals, including to amend the terms and conditions of such proposalthis Agreement (to the extent Parent wishes to do so), and (iii) of after complying with clauses (i) and (ii), determined in good faith (after consultation with the Company's intent ’s outside legal counsel and financial advisors and taking into account any such counteroffer or proposed amendment to enter into the terms and conditions of this Agreement) that such Company Acquisition Proposal remains a definitive agreement Company Superior Proposal; provided, however, that if during the Company Superior Proposal Notice Period any revisions are made to a Company Acquisition Proposal and such revisions are material (it being understood and agreed that any change to consideration with respect to such proposal is material), the Company shall deliver a new Notice of Company Superior Proposal. Proposal to Parent and shall comply with the requirements of this Section 5.3(f) with respect to such new Notice of Company Superior Proposal (except that the “four (4) Business Day” period referred to in clause (ii) of this proviso shall instead be a two (2) Business Day period). (g) Other than in connection with circumstances involving or relating to a Company Acquisition Proposal (which shall be subject to Section 5.3(e) and Section 5.3(f) and shall not be subject to this Section 5.3(g)), prior to obtaining the Company Stockholder Approval, the Company Board may effect a Company Adverse Recommendation Change, in response to a Company Intervening Event if (i) the Company Board determines in good faith (after consultation with the Company’s outside counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, (ii) the Company has first notified Parent in writing that it intends to effect such a Company Adverse Recommendation Change pursuant to this Section 5.3(g), (iii) for a period of four (4) Business Days following the notice delivered pursuant to clause (ii) of this Section 5.3(g), the Company shall have permitted Parent to make proposals to amend the terms and conditions of this Agreement (to the extent Parent wishes to do so) so that the failure to take such action would no longer be inconsistent with the Company Board’s fiduciary duties under applicable Law; and (iv) no earlier than the end of such four (4) Business Day-period, the Company Board shall have determined in good faith (after consultation with the Company’s outside counsel and taking into account any adjustment or modification of the terms of this Agreement proposed by Parent) that the failure to take such action would still be inconsistent with its fiduciary duties under applicable Law. (h) Nothing contained herein in this Section 5.3 shall prohibit the Company Board from (A) taking and disclosing to its shareholders the statement required a position contemplated by Item 1012(a) of Regulation M-A, Rule 14e-2(a) under the Exchange Act or Rule 14d-9 under the Exchange Act, or from issuing a “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act pending disclosure of its positions thereunder, or (B) making any disclosure to its stockholders if the Company Board determines in good faith (after consultation with the Company’s outside counsel) that the failure to do so would be inconsistent with the Company Board’s fiduciary duties to the stockholders of the Company under applicable Law; provided, however, that neither the Company nor the Company Board (or any committee thereof) shall be permitted to approve, endorse or recommend any Company Acquisition Proposal, unless, in connection therewith, the Company Board effects a Company Adverse Recommendation Change in accordance with Section 5.3(e) or Section 5.3(g); provided, further that any such disclosure (other than a “stop, look and listen” or similar communication of the type communicated by Rule 14d-9(f) under the Exchange Act) that addresses the approval, recommendation or declaration of advisability by the Company Board with respect to an this Agreement or a Company Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause shall be deemed to be terminated any existing activities, discussions or negotiations a Company Adverse Recommendation Change unless (i) the Company Board in connection with any other person such communication publicly states that have been conducted heretofore its recommendation with respect to this Agreement has not changed or refers to the prior recommendation of the Company Board, without disclosing any Company Adverse Recommendation Change, or (ii) the Company Board expressly reaffirms the Company Recommendation and rejects any Company Acquisition Proposal within ten (10) Business Days after any such disclosure. (i) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7.1, neither the Parent Board nor any committee thereof shall withdraw, qualify, or modify, in each case in a potential manner adverse to the Company, the Parent Recommendation (a “Parent Adverse Recommendation Change”); provided that prior to obtaining the Parent Stockholder Approval, the Parent Board may effect a Parent Adverse Recommendation Change, in response (x) to a Parent Intervening Event, or (y) an unsolicited Parent Acquisition Proposal (where Parent did not, directly or indirectly, solicit, initiate, or encourage the making, submission or announcement of such Parent Acquisition Proposal) if (i) the Parent Board determines in good faith (after consultation with Parent’s outside counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, (ii) Parent has first notified the Company in writing that it intends to effect such Parent Adverse Recommendation Change pursuant to this Section 5.3(i), (iii) for a period of four (4) Business Days following the notice delivered pursuant to clause (ii) of this Section 5.3(i), Parent shall have permitted the Company to make proposals to amend the terms and conditions of this Agreement (to the extent the Company wishes to do so) so that the failure to take such action would no longer be inconsistent with the Parent Board’s fiduciary duties under applicable Law; and (iv) no earlier than the end of such four (4) Business Day-period, the Parent Board shall have determined in good faith (after consultation with Parent’s outside counsel and taking into account any adjustment or modification of the terms of this Agreement proposed by the Company) that the failure to take such action would still be inconsistent with its fiduciary duties under applicable Law. Except Nothing contained in this Section 5.3(i) shall prohibit the Parent Board from making any disclosure to its stockholders if the Parent Board determines in good faith (after consultation with the Parent’s outside counsel) that the failure to do so would be inconsistent with the Parent Board’s fiduciary duties to the stockholders of the Parent under applicable Law; provided, however, that any such disclosure that addresses the approval, recommendation or declaration of advisability by the Parent Board with respect to this Agreement or a Parent Acquisition Proposal shall be deemed to be a Parent Adverse Recommendation Change unless the Parent Board in connection with a Superior Proposalsuch communication publicly states that its recommendation with respect to this Agreement has not changed or refers to the prior recommendation of the Parent Board, the Company agrees to enforce and not to waive or release without disclosing any confidentiality agreements which any persons have entered into with the CompanyParent Adverse Recommendation Change. (j) For purposes of this Agreement:

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior Section 5.7.1 Subject to the execution of this Agreement Section 5.7.2 and in light of the Company's representations contained in Section 3.145.7.4, the Company agrees that it shall not, nor shall it permit or authorize any of its Company 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 or their directors or officers to, and shall use its reasonable best efforts to cause any other Company Representative not to, directly or indirectly, solicit or initiate, or encourage the submission of, any Acquisition Proposal, or participate in any 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 reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Board of Directors from, at any time prior to the Company Shareholder Approval, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the solicit, initiate or encourage any Company Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines participate in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) any way in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Personor furnish any non-public information to, any person with respect to an Company Acquisition Proposal other than the Merger, (C) withdraw or modify the Company Recommendation in a manner adverse to Parent, (D) other than the Merger, approve, recommend or take any public position (including any position communicated to shareholders of the Company or any other person, but not including communications made in internal discussions among the Company’s management and its advisors) other than “against” any Company Acquisition Proposal, or (E) enter into any agreement or letter of intent with respect to any Company Acquisition Proposal. Subject to Section 5.7.2(ii), on the date of this Agreement, the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person (other than Parent) conducted theretofore by the Company, the Company Subsidiaries or any Company Representative with respect to any Company Acquisition Proposal, and shall promptly request the other parties thereto to promptly return or destroy subject to the terms of such agreement any confidential information previously furnished by the Company, the Company Subsidiaries or the Company Representatives thereunder. Section 5.7.2 Notwithstanding anything to the contrary contained in Section 5.7.1, the Company or the Company Board, as applicable, shall be permitted to: (i) take and disclose to the Company’s shareholders a position with respect to any tender or exchange offer by a third party or amend or withdraw such a position complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act in a manner consistent with its other obligations under this Section 5.7; or (ii) at any time prior to obtaining the approval of the Company Shareholders and holders of TARP Preferred Stock as described in Section 3.19, negotiate or otherwise engage in discussions with, and furnish nonpublic information to, any person in response to an unsolicited written Company Acquisition Proposal by such person, if (A) the Company Board determines in good faith after consultation with and advice from a financial advisor of nationally recognized reputation, that such proposal is reasonably likely to result in a Company Superior Proposal, (B) such person executes a confidentiality agreement no less favorable to the Company than the Confidentiality Agreement, (C) the Company Board determines in good faith after consultation with the Company’s outside legal counsel that the failure to engage in such negotiation or discussions or provide such information would be reasonably likely to violate the Company Board’s fiduciary duties under applicable Law, (D) the Company Board determines in good faith after consultation with the Company’s outside legal counsel that such proposal did not result from a breach of this Section 5.7, and (E) subject to providing twenty-four (24) hours’ prior written notice of its decision to take such action to Parent. Section 5.7.3 The Company shall notify Parent in writing of the receipt of any Company Acquisition Proposal (including the material terms thereof and the identity of the person making it) as promptly as practicable (but in no case later than twenty-four (24) hours after its receipt); shall promptly (but in no case later than twenty-four (24) hours after its receipt) inform Parent regarding any material changes to the status, terms and details (including amendments or proposed amendments) of such Company Acquisition Proposal; and shall deliver to Parent concurrently with the delivery to such person or its representatives a copy of any non-public information as permitted by Section 5.7.2 which has not previously been delivered by the Company to Parent. Section 5.7.4 Except as otherwise specifically permitted by this Section 5.7.4, neither the Company Board nor any committee thereof shall (1) withdraw or modify, or publicly propose to withdraw or modify, in a manner adverse to Parent, its recommendation of this Agreement and that its shareholders vote in favor of this Agreement, or (2) approve, recommend or take a public position with respect to, or publicly propose to approve, recommend or take a public position with respect to, any Company Acquisition Proposal. Notwithstanding the foregoing and provided that the Company has not breached this Section 5.7, prior to approval of this Agreement by the Required Company Shareholders and the Required TARP Preferred Holders, the Company Board shall be permitted (i) to make a Company Adverse Recommendation Change, (ii) to approve or recommend any Company Superior Proposal, (iii) to take any action otherwise prohibited by Section 5.7.1 or the first sentence of this Section 5.7.4, or (iv) to terminate this Agreement in accordance with Section 7.1.7.1 below and in connection therewith enter into an agreement with respect to such Company Superior Proposal, but, (1) in the case of each of (ii), (iii) and (iv), only if (y) the Company has received a proposal which the Company Board determines in good faith after consultation with a financial advisor of nationally recognized reputation constitutes a Company Superior Proposal and (z) the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action would be reasonably likely to violate the Company Board’s fiduciary duties under applicable Law; and (2) in the case of (i) if the Company Board determines in good faith after consultation with the Company’s outside legal counsel that failure to make a Company Adverse Recommendation Change would be reasonably likely to violate its fiduciary duties under applicable Law. Notwithstanding anything in this Section 5.7 to the contrary, the Company shall not exercise its right to terminate this Agreement under Section 7.1.7.1 unless (A) the Company shall have been conducted heretofore delivered to Parent a prior written notice, not less than five (5) Business Days prior to the time such action is intended to be taken, advising Parent that the Company or the Company Board intends to take such action with respect to a potential Acquisition Proposal. Except in connection with a Company Superior Proposal, specifying in reasonable detail the material terms of the Company agrees Superior Proposal, (B) the Company negotiates with Parent in good faith to enforce make such adjustments to the terms and conditions of this Agreement, the Merger and the other transactions contemplated hereby as would enable the Company Board to determine that failing to take such actions referred to in clauses (i) – (iv) of the second sentence of this Section would not be reasonably likely to waive violate the Company Board’s fiduciary duties under applicable Law, and (C) on or release before the fifth Business Day following receipt by Parent of such notice, and taking into account any confidentiality agreements which revised proposal made by Parent since receipt of the notice referred to in clause (A) of this sentence, such Company Superior Proposal remains a Company Superior Proposal and the Company Board has again made the determinations referred to above; provided, however, that in the event that any persons have entered into such Company Acquisition Proposal is thereafter modified by the person making such Company Acquisition Proposal and the Company Board determines to exercise its right to terminate this Agreement under Section 7.1.7.1, the Company shall again comply with clauses (A) and (B) of this paragraph except that the Companyfive Business-Day period shall be reduced to three Business Days.

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior (a) Subject to the execution other provisions of this Agreement and in light of Section 6.5, during the Company's representations contained in Section 3.14Interim Period, the Company agrees that it shall not, nor and shall it permit any cause each of its the Company Subsidiaries not to, nor and shall it not authorize and shall use reasonable best efforts to cause its and their officers and directors, managers or permit any officerequivalent, director or employee of, or any investment banker, attorney or and other advisor or representative of, the Company or any of its Subsidiaries Representatives not to, directly or indirectlyindirectly through another Person, solicit or (i) solicit, initiate, knowingly encourage or encourage the submission ofknowingly facilitate any inquiry, any Acquisition Proposaldiscussion, offer or request that constitutes, or participate could reasonably be expected to lead to, a Company Acquisition Proposal (an “Inquiry”), (ii) engage in any discussions or negotiations regarding, or furnish to any person Third Party any non-public information with respect toin connection with, or take knowingly facilitate in any other action to facilitate way any inquiries or the making effort by, any Third Party in furtherance of any proposal that constitutesCompany Acquisition Proposal or Inquiry, (iii) approve or recommend a Company Acquisition Proposal, or may reasonably be expected enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.5) providing for or relating to lead toa Company Acquisition Proposal (an “Alternative Acquisition Agreement”), or (iv) propose or agree to do any Acquisition Proposal; provided, however, that nothing contained of the foregoing. (b) Notwithstanding anything to the contrary in this Agreement shall prevent the Board of Directors fromSection 6.5, at any time prior to obtaining the Company Shareholder Stockholder Approval, (A) providing information the Company may, directly or indirectly, through any Representative, in response to a request therefor by a Person who has made an unsolicited bona fide written Company Acquisition Proposal if by a Third Party made after the Board date of Directors this Agreement (that did not result from a breach of this Section 6.5) (i) furnish non-public information to such Third Party (and such Third Party’s Representatives) making a Company Acquisition Proposal (provided, however, that (A) prior to so furnishing such information, the Company receives from the Person so requesting such information Third Party an executed confidentiality agreement on customary terms no more favorable to such Person than the terms of which are Confidentiality Agreement (without regard such confidentiality agreement, an “Acceptable Confidentiality Agreement”), and (B) any non-public information concerning the Company or the Company Subsidiaries that is provided to such Third Party shall, to the terms extent not previously provided to Parent, be provided to Parent prior to or simultaneously with providing it to such Third Party), and (ii) engage in discussions or negotiations with such Third Party (and such Third Party’s Representatives) with respect to the Company Acquisition Proposal if, in the case of the Acquisition Proposaleach of clauses (i) and (ii): (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith faith, after consultation with outside legal counsel and financial advisors, that such Company Acquisition Proposal constitutes, or is reasonably likely to result in, a Superior Proposal, and (y) the Company Board determines in good faith, after consultation with outside legal counsel, that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary be inconsistent with the directors’ duties under applicable law Law; provided, however, that in each of the foregoing clauses (i) and (ii) in each case referred to in clause (B) or (C) above), the Board of Directors of the such Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to was not solicited in violation of this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two Section 6.5. (2c) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent promptly (but in no event later than 48 hours) after receipt of any Company Acquisition Proposal or any request for nonpublic information relating to the Company or any Company Subsidiary by any Third Party that informs the Company that it is considering making, or has made, a Company Acquisition Proposal, or any Inquiry from any Person seeking to have discussions or negotiations with the Company relating to a possible Company Acquisition Proposal. Such notice shall be made orally and confirmed in writing, and shall indicate the identity of the Third Party making the Company Acquisition Proposal, request or Inquiry and the material terms and conditions of any Company Acquisition Proposals, Inquiries, proposals or offers (including a copy thereof if in writing and any related documentation or correspondence). The Company shall also promptly, and in any event within 48 hours, notify Parent, orally and in writing writing, if it enters into discussions or negotiations concerning any Company Acquisition Proposal or provides nonpublic information or data to any Person in accordance with this Section 6.5(c) and keep the other party informed of the fact that it received inquiriesstatus and terms of any such proposals, offers offers, discussions or proposals with respect negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (d) Except as permitted by this Section 6.5(d), neither the Company Board nor any committee thereof shall (i) withhold, withdraw, modify or qualify in any manner adverse to an Parent (or publicly propose to withhold, withdraw, modify or qualify in a manner adverse to Parent), the Company Recommendation, (ii) approve, adopt or recommend (or publicly propose to approve, adopt or recommend) any Company Acquisition Proposal, within 24 hours after (iii) fail to include the Company obtains Knowledge Recommendation in the Proxy Statement, (iv) fail to publicly recommend against any Company Acquisition Proposal within ten (10) Business Days of the request of Parent or reaffirm the Company Recommendation within ten (10) Business Days (any of the actions described in clauses (i), (ii), (iii) and (iv) of this Section 6.5(d), an “Adverse Recommendation Change”), or (v) approve, adopt, declare advisable or recommend (or agree to, resolve or propose to approve, adopt, declare advisable or recommend), or cause or permit the Company to enter into, any Alternative Acquisition Agreement (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.5). Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Company Stockholder Approval, the Company Board shall be permitted to effect an Adverse Recommendation Change (x) upon the incurrence of an Intervening Event, that, in the good faith determination of the Company Board, after consultation with outside legal counsel, the failure to take such action would be inconsistent with the directors’ duties under applicable Law, or (y) if the Company Board (i) has received an unsolicited bona fide Company Acquisition Proposal (that did not result from a breach of this Section 6.5) that, in the good faith determination of the Company Board, after consultation with outside legal counsel and financial advisors, constitutes a Superior Proposal, after having complied with, and giving effect to all of the adjustments which may be offered by Parent pursuant to Section 6.5(e), and such Company Acquisition Proposal is not withdrawn, and (ii) determines in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable Law. (e) The Company Board shall not be entitled to effect an Adverse Recommendation Change as permitted under clause (y) of Section 6.5(d) unless (i) the Company has provided a written notice (a “Notice of Superior Proposal”) to Parent that the Company intends to take such action, specifying in reasonable detail the reasons therefor and describing the material terms and conditions of, and attaching a complete copy of, the Superior Proposal that is the basis of such action (it being understood that such material terms shall include the identity of the Third Party), (ii) during the three (3) Business Day period following Parent’s receipt thereofof the Notice of Superior Proposal, the Company shall, and shall give cause its Representatives to, negotiate with Parent five in good faith (5to the extent Parent desires to negotiate) business days' advance notice (which notice shall include to make such adjustments in the terms and conditions of this Agreement so that such proposal) of the Company's intent Superior Proposal ceases to enter into a definitive agreement with respect to constitute a Superior Proposal, and (iii) following the end of the three (3) Business Day period, the Company Board shall have determined in good faith, after consultation with outside legal counsel and financial advisors, taking into account any changes to this Agreement proposed in writing by Parent in response to the Notice of Superior Proposal or otherwise, that the Superior Proposal giving rise to the Notice of Superior Proposal continues to constitute a Superior Proposal and, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ duties under applicable Law. Any amendment to the financial terms or any other material amendment of such Superior Proposal shall require a new Notice of Superior Proposal, and the Company shall be required to comply again with the requirements of this Section 6.5(e); provided, however, that references to the three (3) Business Day period above shall then be deemed to be references to a two (2) Business Day period. (f) Nothing contained herein in this Section 6.5 or elsewhere in this Agreement shall prohibit the Company or the Company Board, directly or indirectly through its Representatives, from disclosing to its shareholders the statement required Company’s stockholders a position contemplated by Rule 14e-2(a) and Rule 14d-9 promulgated under the Exchange Act with respect to Act; provided, however, that any disclosure other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) promulgated under the Exchange Act, an express rejection of any applicable Company Acquisition Proposal by means or an express reaffirmation of a tender offer. the Company Recommendation to the Company’s stockholders in favor of the Company Merger shall be deemed to be an Adverse Recommendation Change. (g) The Company will shall, and shall cause each of the Company Subsidiaries, and its and their officers and directors, managers or equivalent, and other Representatives to (i) immediately cease and cause to be terminated any existing activitiesdiscussions, discussions negotiations or negotiations communications with any other person that have been Person conducted heretofore with respect to any Company Acquisition Proposal and (ii) take such action as is necessary to enforce any confidentiality or “standstill” provisions or provisions of similar effect to which the Company or any of the Company Subsidiaries is a potential party or of which the Company or any of the Company Subsidiaries is a beneficiary; provided, however, that the Company shall be permitted to waive any “standstill” provision or provision of similar effect for the limited purpose of allowing a Third Party to submit a Company Acquisition Proposal. Except The Company shall use its reasonable best efforts to cause all Third Parties who have been furnished confidential information regarding the Company in connection with the solicitation of or discussions regarding a Superior Proposal, Company Acquisition Proposal within the six (6) months prior to the date of this Agreement to promptly return or destroy such information (to the extent that the Company agrees is entitled to enforce and have such information returned or destroyed). (h) Nothing in this Section 6.5 shall (i) permit the Company to terminate this Agreement or (ii) affect any other obligation of the Company under this Agreement. The Company shall not submit to waive or release the vote of its stockholders any confidentiality agreements which any persons have entered into with Company Acquisition Proposal other than the CompanyCompany Merger prior to the termination of this Agreement. (i) For purposes of this Agreement:

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the (a) The Company prior to the execution of this Agreement shall, and in light of the Company's representations contained in Section 3.14, the Company agrees that it shall not, nor shall it permit any cause each of its Subsidiaries and its and their respective Representatives 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, solicit or initiate, or encourage the submission of, any Acquisition Proposal, or participate in any 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 reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Board of Directors from, at any time prior to the Company Shareholder Approval, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person Person that have been conducted heretofore may be ongoing with respect to any Company Acquisition Proposal, or any inquiry, proposal or offer that could reasonably be expected to lead to a potential Company Acquisition Proposal, including by terminating such Persons’ access to any physical or electronic data rooms. With respect to any Person with whom such discussions or negotiations have been terminated, the Company shall promptly (and in any event, within three Business Days after the date of this Agreement) require such Person to promptly return or destroy, in accordance with the terms of the applicable confidentiality agreement, any information furnished by or on behalf of the Company, and at Parent’s request, the Company shall take all actions so requested and reasonably necessary to enforce its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement. The Company shall ensure that its Subsidiaries and its and their respective Representatives are aware of the provisions of this Section 7.2, and any violation of the restrictions contained in this Section 7.2 by the Company Board (including any committee thereof), the Company’s Subsidiaries or its or their respective Representatives (acting on the Company’s behalf) shall be deemed to be a breach of this Section 7.2 by the Company. (b) Except as expressly provided for in this Section 7.2(b), from and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with ARTICLE IX, the Company shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit its and their respective Representatives to, and shall use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly facilitate or encourage any inquiry, proposal or offer or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal, (ii) other than engaging in discussions with any Person or group or their respective Representatives who has made a Company Acquisition Proposal solely for the purpose of clarifying the terms of such Company Acquisition Proposal or determining whether such Person intends to provide any documents (or additional documents) containing the terms and conditions of such Company Acquisition Proposal (provided that he Company promptly (and in any event within 24 hours after receipt) notify Parent of such discussion), engage in, enter into, continue or otherwise participate in any discussions or negotiations regarding, cooperate with or assist or participate in or knowingly facilitate any such discussions or negotiations or any effort or attempt to make any Company Acquisition Proposal or provide access to its properties, books and records or furnish to any Person (other than Parent, its Affiliates and its and their respective Representatives) any nonpublic information relating to the Company or any of its Subsidiaries, in connection with any Company Acquisition Proposal, (iii) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, a Company Acquisition Proposal, (iv) enter into any letter of intent, merger agreement or other similar agreement providing for a Company Acquisition Proposal (other than an Acceptable Confidentiality Agreement) (each, an “Alternative Acquisition Agreement”), (v) submit any Company Acquisition Proposal to a vote of the stockholders of the Company, (vi) take any action to exempt any third party or transaction from the restrictions on “business combinations” contained in Section 203 of the DGCL or any other applicable Takeover Statute (in each case to the extent such Takeover Statute is applicable to the Company), or otherwise cause such restrictions, or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company, to not apply to such Person or transaction, or (vii) authorize, resolve or agree to do any of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, the Company shall be permitted to grant waivers of, and not enforce, any standstill provision or similar provision to the extent that such provision has the effect of prohibiting the counterparty thereto from making an unsolicited Company Acquisition Proposal in accordance with this Section 7.2. (c) If, at any time following the date of this Agreement and prior to the time the Company Stockholder Approval is obtained, the Company receives a bona fide written Company Acquisition Proposal that did not result from a breach of this Section 7.2 and the Company Board determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, that (i) such Company Acquisition Proposal is or could reasonably be expected to result in a Superior Proposal and (ii) that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws, then the Company may (A) at the request of the Person making such Company Acquisition Proposal, furnish nonpublic information relating to the Company and its Subsidiaries to the Person or group (or any of their Representatives) making such Company Acquisition Proposal and (B) engage in, enter into or otherwise participate in discussions or negotiations with such Person or group and their Representatives regarding such Company Acquisition Proposal; provided that (w) prior to or substantially concurrently with furnishing any nonpublic information relating to the Company and its Subsidiaries to such Person or group or their respective Representatives, the Company enters into an Acceptable Confidentiality Agreement with the Person or group making such Company Acquisition Proposal, (x) prior to or substantially concurrently with furnishing any such nonpublic information to such Person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously made available to Parent or its Representatives) and (y) the Company shall not pay, agree to pay or cause to be paid, or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person or group or their Representatives in connection with any Company Acquisition Proposal (or inquiries, proposals or offers or other efforts or attempts that may lead to a Company Acquisition Proposal), in each case, without the prior written consent of Parent and (z) any competitively sensitive information or data provided to any such Person or group or their Representatives will be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, as reasonably determined by the Company upon the advice from its outside legal counsel. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Subsidiaries and the Company’s Representatives may in any event inform a Person or group that has made a Company Acquisition Proposal of the provisions of this Section 7.2. (d) The Company shall promptly (and in any event within 24 hours after receipt) notify Parent of any Company Acquisition Proposal, any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal or any inquiry or request for nonpublic information relating to the Company and its Subsidiaries by any Person who has made or would reasonably be expected to make a Company Acquisition Proposal. Except Such notice shall indicate the name of such Person making such Company Acquisition Proposal, inquiry, proposal or offer and the material terms and conditions of any such proposal or offer or the nature of the information requested pursuant to such inquiry or request and include copies of any substantive written documents or materials delivered in connection with such Company Acquisition Proposal, including any written material that constitutes an offer, copies of any proposed transaction agreements providing for a Company Acquisition Proposal and any materials related to such Person’s proposed financing sources. The Company shall (i) keep Parent reasonably informed, on a reasonably current basis (and in any event within 24 hours after receipt), regarding any substantive changes or developments to the status and terms of any such proposal or offer (including any material amendments thereto or any material change to the scope or material terms or conditions thereof) and the status of any such discussions or negotiations and (ii) provide to Parent unredacted copies of any written documents or materials delivered to the Company in connection with such changes or developments. (e) Notwithstanding anything to the contrary in this Agreement but subject to Section 7.2(f), prior to the time the Company Stockholder Approval is obtained, the Company Board may effect a Company Adverse Recommendation Change (and, in the case of a Company Acquisition Proposal that did not result from a breach of this Section 7.2, terminate this Agreement pursuant to Section 9.1(d)(ii) and concurrently pay the fees required by Section 9.3 in order to enter into a definitive agreement in connection with a Superior Proposal) if: (i) (A) a bona fide written Company Acquisition Proposal is made to the Company after the date of this Agreement that did not result from a breach of this Section 7.2 and such Company Acquisition Proposal is not withdrawn prior to such Company Adverse Recommendation Change or (B) there has been an Intervening Event; (ii) in the case of a Company Acquisition Proposal, the Company agrees to enforce and not to waive or release any confidentiality agreements which any persons have entered into Board concludes in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, that (x) such Company Acquisition Proposal constitutes a Superior Proposal and (y) failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws; and (iii) in the case of an Intervening Event, the Company Board concludes in good faith, after consultation with the Company’s outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws. (f) Prior to making any Company Adverse Recommendation Change or entering into any Alternative Acquisition Agreement: (i) the Company Board shall provide Parent at least four Business Days’ prior written notice of its intention to take such action, which notice shall specify, in reasonable detail, in the case of a Superior Proposal, all required information under Section 7.2(d) and, in the case of an Intervening Event, a reasonably detailed description of such Intervening Event; (ii) during the four Business Days following such written notice, the Company Board shall, and shall cause its Representatives to, negotiate in good faith with Parent (to the extent requested by Parent) regarding any revisions to the terms of the transactions contemplated hereby proposed by Parent in response to such Superior Proposal or Intervening Event, as applicable; and (iii) at the end of the four Business Day period described in the foregoing clause (ii), the Company Board shall have concluded in good faith, after consultation with the Company’s outside legal counsel and outside financial advisors (and taking into account any legally binding (if accepted by the Company) adjustment or modification of the terms of this Agreement proposed in writing by Parent), that, as applicable (A) the Company Acquisition Proposal continues to be a Superior Proposal or (B) the Intervening Event continues to warrant a Company Adverse Recommendation Change and, in each case, failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws (it being understood and agreed that any material amendments or other material revisions to any Company Acquisition Proposal that was previously the subject of a notice hereunder will be deemed to be a new Company Acquisition Proposal, and shall require a new notice to Parent as provided above, but, with respect to any subsequent notice, references herein to “four Business Days” shall be deemed references to “two Business Days”). (g) Nothing contained in this Agreement shall prohibit the Company Board from taking and disclosing to the Company’s stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act; provided, however, that this Section 7.2(g) shall not permit the Company Board to effect a Company Adverse Recommendation Change except to the extent otherwise specifically permitted by this Section 7.2; provided, further, that, if such disclosure does not reaffirm the Company Board Recommendation or has the effect of withdrawing or adversely modifying the Company Board Recommendation, such disclosure shall be deemed to be a Company Adverse Recommendation Change and Parent shall have the right to terminate this Agreement as set forth in Section 9.1(c)(i). For the avoidance of doubt, any “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not constitute a Company Adverse Recommendation Change.

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement and in light of the Company's representations contained in Section 3.14, the (a) The Company agrees that (i) it and its executive officers and directors shall not and (ii) it shall use reasonable best efforts to ensure that its investment bankers, attorneys, consultants or other agents or representatives 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, the Company or any of its Subsidiaries to, (A) directly or indirectly, initiate, solicit or initiate, knowingly encourage or encourage the submission of, any Acquisition Proposal, or participate in any 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 constitutesor offer with respect to a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and its subsidiaries or any proposal or offer to acquire in any manner an equity interest representing a 25% or greater economic interest in the Company, or may reasonably be expected assets, securities or ownership interests of or in, the Company or any of its subsidiaries representing 25% or more of the consolidated assets of the Company and its subsidiaries, other than the Merger (any such proposal or offer being hereinafter referred to lead to, any as a "Company Acquisition Proposal"); provided, however, that for purposes of the references to a Company Acquisition Proposal in clause (y) of Section 8.2(b)(ii) and (iii) and the definition of Company Superior Proposal, the percentage 50% shall be substituted for the percentage 25%, (B) approve, agree to or recommend any Company Acquisition Proposal or enter into any agreement with respect to a Company Acquisition Proposal, (C) directly or indirectly, 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, a Company Acquisition Proposal, or (D) otherwise knowingly encourage or facilitate any effort or attempt to make or implement a Company Acquisition Proposal. Notwithstanding the foregoing, subject to the rights of Parent under Section 8.1(d)(ii), nothing contained in this Agreement shall prevent the Company or the Company Board from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) or Item 1012(a) of Directors fromRegulation M-A promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to stockholders with regard to a Company Acquisition Proposal, at any time (ii) prior to the Company Shareholder Approvalapproval of the Merger by the Company's stockholders in accordance with this Agreement, (A) providing access to its properties, books and records and providing information or data in response to a request therefor by a Person person who has made an unsolicited bona fide written Company Acquisition Proposal if the Company Board of Directors receives from the Person person so requesting such information an executed confidentiality agreement the containing confidentiality restrictions on terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less at least as favorable to the Company and (y) no less restrictive on the Person requesting such information than as those contained in the Confidentiality Agreement from Agreement, (iii) prior to the Company to Parent; (B) approval of the Merger by the Company's stockholders in accordance with this Agreement, engaging in any negotiations or discussions with any Person person who has made an unsolicited bona fide written Company Acquisition Proposal, or (iv) prior to the approval of the Merger by the Company's stockholders in accordance with this Agreement and following the receipt of a bona fide written Company Acquisition Proposal that did not result from a breach of this Section 6.5(a), (A) withdrawing, modifying or changing in any adverse manner its approval or recommendation of this Agreement or the Merger or (B) recommending an unsolicited bona fide written Company Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, that in connection with the foregoing clauses (i) in each such case referred to in clause (Aii), (Biii) or and (Civ) above, the Company Board of Directors of the Company determines shall have determined in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) abovefaith, the Board of Directors of the Company determines in good faith (after consultation with its outside legal counsel and financial advisoradvisors, that, (x) that in the case of clause (iv) above only, such Company Acquisition Proposal, if accepted, is likely to be reasonably capable of being consummated, taking into account all legal, financial financial, regulatory, timing and regulatory similar aspects of the proposal and the Person person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders stockholders from a financial point of view than the transaction contemplated by this Agreement Merger (any such more favorable Company Acquisition Proposal being referred to in this Agreement as a "Company Superior Proposal")) and (y) in the case of clauses (ii) and (iii) above only, provided further there is a reasonable possibility that prior such actions could lead to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the a Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a PersonSuperior Proposal. The Company shall notify Parent orally and in writing of the fact agrees that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person that have been persons conducted heretofore prior to the date of this Agreement with respect to a potential any Company Acquisition Proposal. Except After the date hereof, the Company shall promptly notify Parent of the receipt of any Acquisition Proposal or any request for non-public information or inquiry that it reasonably believes will lead to a Company Acquisition Proposal, which notice shall include the identity of the person making such Company Acquisition Proposal and the material terms thereof and thereafter shall keep Parent informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such discussions or negotiations. The Company shall promptly request each person that has heretofore executed a confidentiality agreement in connection with its consideration of a Company Acquisition Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such person by or on behalf of it or any of its subsidiaries. (b) Notwithstanding anything in this Section 6.5 to the contrary, if, at any time prior to the approval of the Merger by the Company's stockholders in accordance with this Agreement, the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, in response to a Company Acquisition Proposal that was unsolicited and that did not otherwise result from a breach of Section 6.5(a) of this Agreement, that such proposal is a Company Superior Proposal, the Company agrees or the Company Board may terminate this Agreement; provided, however, that the Company shall not terminate this Agreement pursuant to enforce this sentence, and any purported termination pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.5(b) pays to Parent the fee payable pursuant to Section 8.2(b); provided, further, however, that the Company shall not exercise its right to waive or release any confidentiality agreements which any persons have entered into with terminate this Agreement and the Company Board shall not recommend a Company Superior Proposal to the Company's stockholders pursuant to this Section 6.5(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that the Company or the Company Board intends to take such action with respect to a Company Superior Proposal, specifying in reasonable detail the material terms and conditions of the Company Superior Proposal, this notice to be delivered not less than four business days prior to the time the action is taken, and, during this four or more business day period, the Company and its advisors shall have negotiated in good faith with Parent to make adjustments in the terms and conditions of this Agreement, and the Company Board shall have fully considered these adjustments and nonetheless concluded in good faith, after consultation with and receipt of advice from its outside legal counsel and financial advisors, that the Company or the Company Board must take the applicable action.

Company Acquisition Proposals. In light (a) Subject to the other provisions of this Section 6.5, during the consideration given by Interim Period, the Board of Directors Company shall not, and shall cause each of the Company prior to the execution of this Agreement Subsidiaries, and in light of the Company's representations contained in Section 3.14its and their officers and directors, the Company agrees that it shall not, nor shall it permit any of its Subsidiaries managers or equivalent not to, nor and shall it authorize or permit use its reasonable best efforts to cause any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, Representatives of the Company or any of its the Company Subsidiaries not to, directly or indirectlyindirectly through another Person, solicit or (i) solicit, initiate, knowingly encourage or encourage the submission ofknowingly facilitate any inquiry, any Acquisition Proposaldiscussion, offer or request that constitutes, or participate could reasonably be expected to lead to, a Company Acquisition Proposal (provided that for purposes of this Section 6.5(a), the references in the definition of Company Acquisition Proposal to “twenty percent (20%)” shall be deemed to be five percent (5%)) (an “Inquiry”), (ii) engage in any discussions or negotiations regarding, or furnish to any person Third Party any non-public information in connection with, or otherwise cooperate in any way with, or knowingly facilitate in any way any effort by, any Third Party in connection with, any Company Acquisition Proposal or Inquiry, (iii) approve or recommend a Company Acquisition Proposal, or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.5) providing for or relating to a Company Acquisition Proposal (an “Alternative Acquisition Agreement”), or (iv) propose or agree to do any of the foregoing. (b) Notwithstanding anything to the contrary in this Section 6.5(b), at any time prior to obtaining the Company Stockholder Approval, the Company may, in response to an unsolicited bona fide written Company Acquisition Proposal by a Third Party made after the date of this Agreement (that did not result from a breach of this Section 6.5) (i) furnish non-public information to such Third Party (and such Third Party’s Representatives) making a Company Acquisition Proposal (provided, however, that (A) prior to so furnishing such information, the Company receives from the Third Party an executed Acceptable Confidentiality Agreement, and (B) any non-public information concerning the Company or the Company Subsidiaries that is provided to such Third Party shall, to the extent not previously provided to Parent or Merger Sub, be provided to Parent or Merger Sub prior to or simultaneously with providing it to such Third Party), and (ii) engage in discussions or negotiations with such Third Party (and such Third Party’s Representatives) with respect toto the Company Acquisition Proposal if, or take any other action to facilitate any inquiries or in the making case of any proposal each of clauses (i) and (ii): (x) the Company Board determines in good faith, after consultation with its financial and legal advisors, that such Company Acquisition Proposal constitutes, or may could reasonably be expected to lead to, any Acquisition a Superior Proposal; provided, however, that nothing contained in this Agreement shall prevent the Board of Directors from, at any time prior to the Company Shareholder Approval, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith faith, after consultation with outside legal counsel counsel, that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary be reasonably likely to be inconsistent with the directors’ duties under applicable law Law; provided, however, that in each of the foregoing clauses (i) and (ii), such Company Acquisition Proposal was not solicited in violation of Section 6.5. (c) The Company shall notify Parent promptly (but in each case referred no event later than 24 hours) after receipt of any Company Acquisition Proposal or any request for nonpublic information relating to the Company or any Company Subsidiary by any Third Party, or any Inquiry from any Person seeking to have discussions or negotiations with the Company relating to a possible Company Acquisition Proposal. Such notice shall be made orally and confirmed in clause writing, and shall indicate the identity of the Third Party making the Company Acquisition Proposal or Inquiry and the material terms and conditions of any Inquiries, proposals or offers (Bincluding a copy thereof if in writing and any related documentation or correspondence). The Company shall also promptly, and in any event within 24 hours, notify Parent, orally and in writing, if it enters into discussions or negotiations concerning any Company Acquisition Proposal or provides nonpublic information or data to any person in accordance with this Section 6.5(c) and keep the other party informed of the status and terms of any such proposals, offers, discussions or negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (d) Except as permitted by this Section 6.5(d), neither the Company Board nor any committee thereof shall (i) withhold, withdraw, qualify or modify (or publicly propose to withhold, withdraw, qualify or modify), in a manner adverse to Parent or Merger Sub, the Company Recommendation, (ii) approve, adopt or recommend (or publicly propose to approve, adopt or recommend) any Company Acquisition Proposal, (iii) fail to include the Company Recommendation in the Joint Proxy Statement or any Schedule 14D-9, as applicable, (iv) fail to publicly recommend against any Company Acquisition Proposal within ten (10) business days of the request of Parent and reaffirm the Company Recommendation within ten (10) business days (any of the actions described in clauses (i), (ii), (iii) and (iv) of this Section 6.5(d), an “Adverse Recommendation Change”), or (Cv) aboveapprove, adopt, declare advisable or recommend (or agree to, resolve or propose to approve, adopt, declare advisable or recommend), or cause or permit the Company to enter into, any Alternative Acquisition Agreement (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.5). Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Company Stockholder Approval, the Company Board of Directors shall be permitted to effect an Adverse Recommendation Change if the Company Board (x) has received a Company Acquisition Proposal that, in the good faith determination of the Company determines in good faith (Board, after consultation with its financial advisorand legal advisors, constitutes a Superior Proposal, after having complied with, and giving effect to all of the adjustments which may be offered by Parent and Merger Sub pursuant to Section 6.5(e), and (y) determines in good faith, after consultation with its financial and legal advisors, that failure to take such action would be inconsistent with the directors’ duties under applicable Law. (e) The Company Board shall not be entitled to effect an Adverse Recommendation Change as permitted under Section 6.5(d) unless (i) the Company has provided a written notice (a “Notice of Superior Proposal”) to Parent and Merger Sub that the Company intends to take such action and describing the material terms and conditions of, and attaching a complete copy of, the Superior Proposal that is the basis of such action (it being understood that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects material terms shall include the identity of the proposal Third Party), (ii) during the three (3) Business Day period following Parent’s and Merger Sub’s receipt of the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point Notice of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereofshall, and shall give cause its Representatives to, negotiate with Parent five and Merger Sub in good faith (5to the extent Parent and Merger Sub desire to negotiate) business days' advance notice (which notice shall include to make such adjustments in the terms and conditions of this Agreement so that such proposalSuperior Proposal ceases to constitute a Superior Proposal, and (iii) following the end of the Company's intent three (3) Business Day period, the Company Board shall have determined in good faith, after consultation with its financial and legal advisors, taking into account any changes to enter into a definitive agreement with respect this Agreement proposed in writing by Parent and Merger Sub in response to the Notice of Superior Proposal or otherwise, that the Superior Proposal giving rise to the Notice of Superior Proposal continues to constitute a Superior Proposal. Any amendment to the financial terms or any other material amendment of such Superior Proposal shall require a new Notice of Superior Proposal, and the Company shall be required to comply again with the requirements of this Section 6.5(e); provided, however, that references to the three (3) Business Day period above shall then be deemed to be references to a two (2) Business Day period. (f) Nothing contained herein in this Section 6.5 or elsewhere in this Agreement shall prohibit the Company or the Company Board, directly or indirectly through its Representatives, from disclosing to its shareholders the statement required Company’s stockholders a position contemplated by Rule 14e-2(a) and Rule 14d-9 promulgated under the Exchange Act with respect to Act; provided, however, that any disclosure other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) promulgated under the Exchange Act, an express rejection of any applicable Company Acquisition Proposal by means or an express reaffirmation of a tender offer. the Company Recommendation to the Company’s stockholders in favor of the Merger shall be deemed to be an Adverse Recommendation Change. (g) The Company will shall, and shall cause each of the Company Subsidiaries (other than any Company Subsidiary in which the Company directly or indirectly owns 25% or less of the outstanding equity interests) and its and their officers and directors, managers or equivalent, and shall use its reasonable best efforts to cause any other Representatives of the Company or the Company Subsidiaries to (i) immediately cease and cause to be terminated any existing activitiesdiscussions, discussions negotiations or negotiations communications with any other person that have been Person conducted heretofore with respect to any Company Acquisition Proposal and (ii) take such action as is necessary to enforce any confidentiality or “standstill” provisions or provisions of similar effect to which the Company or any of the Company Subsidiaries is a potential Acquisition Proposalparty or of which the Company or any of the Company Subsidiaries is a beneficiary. Except The Company shall use all reasonable efforts to cause all Third Parties who have been furnished confidential information regarding the Company in connection with the solicitation of or discussions regarding a Superior Proposal, Company Acquisition Proposal within the six (6) months prior to the date of this Agreement to promptly return or destroy such information (to the extent that the Company agrees is entitled to enforce and not to waive have such information returned or release any confidentiality agreements which any persons have entered into with the Companydestroyed). (h) For purposes of this Agreement:

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of (a) Subject to Section 6.03(b), Section 6.03(c) Section 6.03(d) and Section 6.03(f), (i) the Company prior to the execution of this Agreement and in light of the Company's representations contained in Section 3.14, the Company agrees that it shall not, nor and shall it permit any cause each of its Subsidiaries and its and their respective officers, directors, employees, investment bankers, attorneys, accountants or other advisors retained by the Company or its Subsidiaries (collectively, “Company Representatives”) not to, nor shall it authorize directly or permit indirectly, (A) solicit, initiate or knowingly facilitate or encourage the submission of any officerAcquisition Proposal, director (B) enter into or employee ofparticipate in any discussions or negotiations with, or furnish any investment banker, attorney non-public information or other advisor or representative of, access relating to the Company or any of its Subsidiaries to, directly or indirectly, solicit or initiate, or encourage the submission of, any Acquisition Proposal, or participate in any negotiations regarding, or furnish to any person any information Third Party with respect to, to an Acquisition Proposal or take any other action to facilitate any inquiries inquiry or the making of any proposal that constitutes, or may could reasonably be expected to lead toto an Acquisition Proposal or (C) enter into any agreement in principle, any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other similar agreement relating to an Acquisition Proposal; provided, however, that nothing contained Proposal and (ii) except as otherwise provided in this Agreement shall prevent Section 6.03, the Board of Directors of the Company shall not fail to make and shall not withdraw, withhold, qualify or modify, or resolve to or publicly propose to withdraw, withhold, qualify or modify in a manner adverse to Parent, the Company Board Recommendation, or approve, endorse or recommend or publicly propose to approve, endorse or recommend, an Acquisition Proposal (any of the foregoing in this clause (ii), an “Adverse Recommendation Change”; provided, that, for the avoidance of doubt, none of (1) actions contemplated by Section 6.03(a) or 6.03(b), (2) the determination by the Board of Directors in accordance with this Section 6.03 that an Acquisition Proposal constitutes a Superior Proposal or (3) the delivery by the Company of the notices to Parent required by this Section 6.03 shall, in and of itself, constitute an Adverse Recommendation Change). The Company will be liable for any breach of this Section 6.03 by any Company Representatives as if such breach had been committed by the Company. The Company shall immediately cease any discussions or negotiations with any person with respect to an Acquisition Proposal or any inquiry or proposal that could reasonably be expected to lead to an Acquisition Proposal and promptly after the date hereof terminate access to any Third Party or its Representatives to any electronic data room maintained by the Company or its Subsidiaries with respect to the transactions contemplated by this Agreement and request that any such person promptly return or destroy all confidential information concerning the Company and its Subsidiaries to the extent permitted pursuant to a confidentiality agreement with such person. The Company and its Subsidiaries shall not release any Third Party from, or waive, amend or modify any provision of, or grant permission under, (x) any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party or (y) any confidentiality provision in any agreement to which the Company or any of its Subsidiaries is a party except, with respect to clause (x), (A) to the extent that prior to the receipt of the Company Stockholder Approval the Board of Directors of the Company concludes in good faith, after consultation with its financial advisors and outside legal counsel, the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under Applicable Law or (B) to the extent that any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party includes a “fallaway” or other similar provision that causes such standstill provision to be released, waived, modified or amended as a result of the Company entering into this Agreement in and of itself. (b) Notwithstanding Section 6.03(a), if at any time prior to obtaining the Company Stockholder Approval, the Company or any of the Company Representatives has received an unsolicited written, bona fide Acquisition Proposal from any Third Party that did not result from a breach of this Section 6.03 and that the Board of Directors of the Company determines in good faith, after consultation with its financial advisor and outside legal counsel, would reasonably be expected to result in a Superior Proposal, then the Company, directly or indirectly through the Company Representatives, may, on the terms provided in this Section 6.03, (i) engage in negotiations or discussions with such Third Party and its Representatives related to such written Acquisition Proposal, and (ii) furnish to such Third Party or its Representatives non-public information and access relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided, that, prior to or concurrently with the time it is made available to such Third Party, the Company shall make available to Parent (including by notifying Parent that such information has been posted to an electronic data room to which Parent and its Representatives have access) any information relating to the Company or its Subsidiaries that is made available to such Third Party. (c) Notwithstanding anything in this Agreement to the contrary, at any time prior to receipt of the Company Stockholder Approval, if the Company and the Company Representatives are in material compliance with Section 6.03, and if the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel and taking into account the discussions with Parent outlined below, that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under Applicable Law, the Board of Directors of the Company may, at any time prior to the receipt of the Company Shareholder Stockholder Approval, make an Adverse Recommendation Change in response to any fact, event, change, development or set of circumstances that materially affects the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole that (A) providing information in response does not involve or relate to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if or to Parent or any of its Affiliates or its or their respective Representatives and (B) (i) is not known and was not reasonably discoverable or foreseeable to the Board of Directors receives from of the Person so requesting such information an executed confidentiality agreement Company as of the terms date hereof or (ii) the consequences of which are were not reasonably discoverable or foreseeable to the Board of Directors of the Company as of the date hereof (without regard an “Intervening Event”); provided that in each case: (x) the Company provides Parent three (3) Business Days’ prior written notice of its intention to take such action, which notice shall include reasonable detail with respect to any such facts, events, changes, developments or set of circumstances underlying such action; (y) during such three (3) Business Day period described in clause (x), the Company considers in good faith and discusses with Parent and its Representatives (if Parent desires to discuss) any adjustments or modifications to the terms of the Acquisition Proposal) (x) no less favorable to the Company this Agreement; and (yz) no less restrictive on at the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders end of the Company, if and only to the extent that, three (i3) in each such case referred to Business Day period described in clause (Ax), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with its financial advisor and outside legal counsel (after taking into account any adjustments or modifications to the terms of this Agreement proposed in writing by Parent during the period described in clause (x)) that the failure to take such action would create a reasonable possibility of be reasonably likely to result in a breach of their respective its fiduciary duties under applicable law Applicable Law, provided that, for the avoidance of doubt, any determination by the Company Board of Directors after the date of this Agreement that the per share Merger Consideration payable in the Merger is not sufficient shall not in and of itself constitute an Intervening Event and in no event shall such Intervening Event result from a change in the trading price of the Parent Common Stock or Company Common Stock (it being understood that the underlying facts giving rise or contributing to such change in the trading price of Company Common Stock may be taken into account in determining whether there has been an Intervening Event). The Company shall notify Parent in writing within one (1) Business Day after any Adverse Recommendation Change. (d) In addition, nothing contained herein shall prevent the Board of Directors of the Company from (i) complying with Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the 1934 Act with regard to an Acquisition Proposal; or (ii) in each case referred making any disclosure to in clause (B) or (C) above, the stockholders of the Company if the Board of Directors of the Company determines in good faith (faith, after consultation with its financial advisor) outside legal counsel, that the failure to take such Acquisition Proposal, if accepted, is action would be reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable breach of its fiduciary duties under Applicable Law; provided, that in the case of the foregoing clauses (i) or (ii), any such action taken or statement made that contains an Adverse Recommendation Change shall be subject to the Company's shareholders from a financial point provisions of view than the transaction contemplated by this Agreement Section 6.03. (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2e) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall (i) notify Parent orally and in writing promptly (but in no event later than forty-eight (48) hours) after receipt by the Company of the fact that it received inquiries, offers or proposals with respect to an any Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal and (ii) keep Parent reasonably informed promptly (but in no event later than forty-eight (48) hours) after any material developments, discussions or negotiations regarding any Acquisition Proposal and shall provide to Parent promptly (but in no event later than forty-eight (48) hours) after receipt thereof of such proposalcopies of all proposed transaction agreements or proposal letters or similar materials (and any attachments, annexes, exhibits, schedules and other similar materials in connection therewith) sent or provided to the Company or any of its Subsidiaries that describe any material terms or conditions of any Acquisition Proposal. (f) Notwithstanding anything contained in this Agreement to the contrary, at any time prior to receipt of the Company's intent Company Stockholder Approval, if the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel and in response to enter an unsolicited, written, bona fide Acquisition Proposal that did not result from a breach of Section 6.03, that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties under Applicable Law, then the Board of Directors of the Company may make an Adverse Recommendation Change or cause the Company to terminate this Agreement pursuant to Section 10.01(d)(i) (provided that, substantially concurrently with such termination the Company enters into a definitive agreement with respect to such Superior Proposal (a “Company Acquisition Agreement”)); provided, that, prior to taking any such action the Company has complied in all material respects with this Section 6.03(f). Further, the Board of Directors of the Company shall not make an Adverse Recommendation Change (or terminate this Agreement pursuant to Section 10.01(d)(i)) pursuant to this Section 6.03(f) in response to an Acquisition Proposal, unless (i) the Company promptly notifies Parent in writing, at least three Business Days before taking such action, of the determination of the Board of Directors of the Company that such Acquisition Proposal constitutes a Superior Proposal. Nothing contained herein Proposal and of its intention to take such action, attaching the most current version of the proposed agreement under which such Superior Proposal is proposed to be consummated and the identity of the Third Party making such Superior Proposal (it being understood that each time any material revision or material amendment to the terms of the Acquisition Proposal determined to be a Superior Proposal is made, the initial three (3) Business Day period shall prohibit be extended for an additional two (2) Business Days after notification of such material revision or material amendment in accordance with Section 6.03(e) and this Section 6.03(f) to Parent) and (ii) the Board of Directors of the Company from disclosing (A) shall have considered in good faith and discussed with Parent (if Parent desires to discuss) any adjustments or modifications to this Agreement proposed by Parent and (B) shall have determined in good faith, at the end of the period set forth in clause (i) and after consultation with its shareholders outside legal counsel and financial advisor, that such Acquisition Proposal would continue to constitute a Superior Proposal if any adjustments or modifications to the statement terms of this Agreement proposed in writing by Parent were to be given effect. For the avoidance of doubt, any change to the financial or other material terms of a Superior Proposal shall require a new notice to Parent and a new two (2) Business Day period and discussions process under this Section 6.03(f). (g) The Board of Directors of the Company shall reaffirm publicly the Company Board Recommendation to the Company’s stockholders within ten (10) Business Days of Parent’s written request to do so, made at any time that an Acquisition Proposal has been made to the Company, has been publicly announced and is pending; provided that Parent shall be entitled to make such a written request for reaffirmation, and the Board of Directors of the Company shall only be required by Rule 14e-2(a) under the Exchange Act to make such reaffirmation, on only one occasion with respect to an any one Acquisition Proposal by means (with each material revision or material amendment to the price or terms of a tender offer. The Company will immediately cease and cause such Acquisition Proposal triggering one additional Parent right to be terminated any existing activities, discussions or negotiations with any other person that have been conducted heretofore with respect to a potential Acquisition Proposal. Except request reaffirmation). (h) As used in connection with a Superior Proposal, the Company agrees to enforce and not to waive or release any confidentiality agreements which any persons have entered into with the Company.this Agreement:

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement and in light of the Company's representations contained in Section 3.14, the (a) The Company agrees that (i) it and its Subsidiaries and its and their respective officers, directors and employees shall not and (ii) it shall use reasonable efforts to ensure that its investment bankers, attorneys, consultants or other agents or representatives 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, the Company or any of its Subsidiaries to, (A) directly or indirectly, initiate, solicit or initiate, knowingly encourage or encourage the submission of, any Acquisition Proposal, or participate in any 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 constitutesor offer with respect to a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and its Subsidiaries or any proposal or offer to acquire or dispose of in any manner, an equity interest representing a 10% or greater economic interest in the Company, or may reasonably be expected assets, securities or ownership interests of or in, the Company or any of its Subsidiaries representing 10% or more of the consolidated assets of the Company and its Subsidiaries, other than the Merger (any such proposal or offer being hereinafter referred to lead to, any as a “Company Acquisition Proposal”); provided, however, that for purposes of references to a Company Acquisition Proposal in clause (B) of Section 8.2(b)(ii) and (iii) and the definition of Company Superior Proposal, the percentage 50% shall be substituted for the percentage 10%, (B) approve, agree to or recommend any Company Acquisition Proposal or enter into any agreement with respect to a Company Acquisition Proposal, (C) directly or indirectly, 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, a Company Acquisition Proposal, or (D) otherwise knowingly encourage or facilitate any effort or attempt to make or implement a Company Acquisition Proposal. Subject to the rights of the Acquiror under Section 8.1(d)(ii), nothing contained in this Agreement (including the preceding paragraph) shall prevent the Company or the Company Board from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) or Item 1012(a) of Directors fromRegulation M-A promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to stockholders with regard to a Company Acquisition Proposal, at any time (ii) prior to the Company Shareholder Approvalapproval of the Merger by the Company’s stockholders in accordance with this Agreement, (A) providing access to its properties, books and records and providing information or data in response to a request therefor by a Person person who has made an unsolicited bona fide written Company Acquisition Proposal if the Company Board of Directors receives from the Person person so requesting such information an executed confidentiality agreement the containing confidentiality and other restrictions on terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less at least as favorable to the Company and (y) no less restrictive on the Person requesting such information than as those contained in the Confidentiality Agreement from Agreement, (iii) prior to the Company to Parent; (B) approval of the Merger by the Company’s stockholders in accordance with this Agreement, engaging in any negotiations or discussions with any Person person who has made an unsolicited bona fide written Company Acquisition Proposal, or (iv) prior to the approval of the Merger by the Company’s stockholders in accordance with this Agreement and following the receipt of a bona fide written Company Acquisition Proposal that did not result from a breach of this Section 6.4(a), (A) withdrawing, modifying or changing in any adverse manner the Company Recommendation or (B) recommending an unsolicited bona fide written Company Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, that in connection with the foregoing clauses (i) in each such case referred to in clause (Aii), (Biii) or and (Civ) above, the Company Board of Directors of the Company determines shall have determined in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) abovefaith, the Board of Directors of the Company determines in good faith (after consultation with its outside legal counsel and financial advisoradvisors, that, (1) that in the case of clause (iv) above only, such Company Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial financial, regulatory, timing and regulatory similar aspects of the proposal and the Person person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders ’s stockholders from a financial point of view than the transaction contemplated by this Agreement Merger (any such more favorable Company Acquisition Proposal being referred to in this Agreement as a "“Company Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two ”) and (2) business days' advance written notice in the case of clauses (ii) and (iii) above only, there is a reasonable likelihood that such actions could lead to Parent to the effect that it is furnishing information to, or entering into negotiations with, a PersonCompany Superior Proposal. The Company shall notify Parent orally and in writing of the fact agrees that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person that have been persons conducted heretofore prior to the date of this Agreement with respect to any Company Acquisition Proposal (but the foregoing will not prevent further interaction with any such persons to the extent permitted by the preceding paragraph). After the date of this Agreement, the Company shall promptly notify the Acquiror of the receipt of any Acquisition Proposal or any request for non-public information or inquiry that it reasonably believes will lead to a potential Company Acquisition Proposal. Except . (b) Notwithstanding anything in connection this Section 6.4 to the contrary, if, at any time prior to the approval of the Merger by the Company’s stockholders in accordance with this Agreement, the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, in response to a Company Acquisition Proposal that was unsolicited, that such proposal is a Company Superior Proposal, the Company agrees or the Company Board may terminate this Agreement; if (i) the Company Requisite Vote has not yet been received, and (ii) the Company has first given the Acquiror at least five (5) business days to enforce respond to such Company Acquisition Proposal after the Company has notified the Acquiror that, in the absence of any further action by the Acquiror, the Company would consider such Company Acquisition Proposal to be a Company Superior Proposal and would terminate this Agreement, and given due consideration to any amendments or modifications to this Agreement proposed by the Acquiror during such period; provided, however, that the Company shall not terminate this Agreement pursuant to waive this sentence, and any purported termination pursuant to this sentence shall be void and of no force or release any confidentiality agreements which any persons have entered into effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.4(b) pays to the CompanyAcquiror the fee payable pursuant to Section 8.2(b).

Company Acquisition Proposals. In light of a) During the consideration given by the Board of Directors of the Company prior to the execution of this Agreement and in light of the Company's representations contained in Section 3.14Pre-Closing Period, the Company agrees that it shall notExecutive, 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, the Company or any of its Subsidiaries to, directly or indirectly, solicit or initiate, or encourage the submission of, any Acquisition Proposal, or participate solely in any 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 reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Board of Directors from, at any time prior to the Company Shareholder Approval, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders his capacity as Chief Executive Officer of the Company, if will cooperate with, and only not take any action intended to frustrate, delay or impede, the efforts of the Company or its Representatives to initiate, solicit and encourage, whether publicly or otherwise, to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties permitted under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposalthe Merger Agreement or any Alternative Transaction Agreement, any inquiry, proposal or offer from any Person or group of Persons relating to any Company Acquisition Proposal. b) The cooperation of Executive contemplated by Section 1.1(a) above, subject in each case to the terms and conditions of the Merger Agreement or any Alternative Transaction Agreement, shall include, without limitation: (i) participating in meetings, presentations and due diligence sessions with Potential Acquirors; provided that Executive’s participation shall be conducted primarily in the Baltimore, Maryland area, unless Executive agrees otherwise, which agreement shall not be unreasonably withheld; (ii) assisting the Company, to the extent applicable, in providing Potential Acquirors with reasonable access to financial and other information concerning the Company or its subsidiaries that the Company’s board of directors determines is appropriate and in the best interests of the Company's intent ’s stockholders to enter into a definitive agreement provide to Potential Acquirors, provided that, notwithstanding the foregoing, the Executive shall not be obligated to provide Potential Acquirors with respect access to a Superior Proposal. Nothing contained herein shall prohibit any notes, analyses, compilations, interpretations or other similar documents prepared by him (other than in his capacity as an officer of the Company), or by or on behalf of any Representatives of Parent or any other Investing Party; and (iii) cooperating and assisting the Company from disclosing in the Company’s efforts to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease obtain any consents, waivers, approvals and cause to be terminated any existing activities, discussions or negotiations with any other person that have been conducted heretofore with respect to a potential Acquisition Proposal. Except authorizations for and in connection with a Superior any Company Acquisition Proposal, the Company agrees to enforce and not to waive other than any consent, waiver, approval or release authorization from Parent or any confidentiality agreements which any persons have entered into with the Companyother Investing Party.

Company Acquisition Proposals. In light Notwithstanding the provisions of Section 6.4(b)(i), but subject to the consideration given by other applicable provisions of this Section 6.4, the Board of Directors Company Board, directly or indirectly through Subsidiaries or Representatives, may, during the period beginning on the No-Shop Period Start Date and ending upon receipt of the Company prior to the execution Stockholder Approval, (i) engage in negotiations or discussions with any third party that has made an unsolicited bona fide written Company Acquisition Proposal not resulting from or arising out of a breach of Section 6.4(b)(i) or any other provision of this Agreement Section 6.4, and in light of the Company's representations contained in Section 3.14, the Company agrees that it shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize (ii) furnish nonpublic information or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, data relating to the Company or any of its Subsidiaries to, directly or indirectly, solicit or initiate, or encourage the submission of, any Acquisition Proposal, or participate in any negotiations regarding, or furnish to any person third party making such Company Acquisition Proposal (including its Representatives) if, prior to so furnishing such information such third party has executed a confidentiality agreement with the Company having provisions that are not materially less favorable to the Company than the provisions of the Confidentiality Agreement; provided that (A) such confidentiality agreement does not contain provisions which prohibit the Company from providing information to Parent or any information of its Representatives as required in accordance with respect to, this Section 6.4(c) or take otherwise or that otherwise prohibits the Company from complying with the provisions of this Section 6.4(c) or any other provision of this Agreement and (B) the Company provides to Parent any non-public information that is provided to such third party or its Representatives that was not previously made available to Parent, prior to or substantially concurrently with the time it is provided to such third party or its Representatives in the same manner so provided to such third party; provided, further, that the Company Board shall be permitted to take an action described in the foregoing clauses (i) or (ii) if, and only if, prior to facilitate any inquiries taking such particular action, the Company Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that such Company Acquisition Proposal either constitutes a Company Superior Proposal or the making of any proposal that constitutes, or may could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Board of Directors from, at any time prior to the Company Shareholder Approval, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person that have been conducted heretofore with respect to a potential Acquisition Proposal. Except in connection with a Superior Proposal, the Company agrees to enforce and not to waive or release any confidentiality agreements which any persons have entered into with the Company.

Company Acquisition Proposals. In light (a) From the date hereof until the earlier of the consideration given Effective Time or termination hereof and except as permitted by the Board of Directors of the Company prior to the execution following provisions of this Agreement and in light of the Company's representations contained in Section 3.146.4, the Company agrees that it shall will not, nor shall will it permit any of its Subsidiaries subsidiaries to, nor shall will it authorize or permit any officer, director director, employee or employee agent of, or any investment bankerfinancial advisor, attorney attorney, accountant or other advisor or representative of, the Company or any of its Subsidiaries subsidiaries to, directly or indirectly, solicit (i) solicit, initiate or initiate, or knowingly encourage the submission of, any Acquisition Proposal, or participate in any negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate (including by furnishing nonpublic information) any inquiries or the making of any proposal or offer or other action that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal (as hereinafter defined), (ii) participate in any discussions or negotiations in furtherance of such inquiries or to obtain an Acquisition Proposal or the making of any proposal that constitutes any Acquisition Proposal, or release any Person from any standstill agreement or similar obligation to the Company or any of its subsidiaries other than the automatic termination of standstill obligations pursuant to the terms of agreements as in effect as of the date hereby, (iii) withdraw, modify or amend the Company Recommendation in any manner adverse to Parent or Merger Sub, or (iv) enter into any agreement in principle, arrangement, understanding, contract or agreement relating to, or approve, endorse or recommend, an Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that subject to the Company’s compliance with this Section 6.4, nothing contained in this Agreement shall prevent the Company, the Company Board of Directors fromor the Sub Committee, at any time prior to receipt of the approval by the stockholders of the Company Shareholder Approval, (A) providing information of Company Voting Proposal and in response to a request therefor by bona fide, unsolicited, written Acquisition Proposal from a Person who Third Party (that does not result from a breach of this Section 6.4), from: (x) entering into a definitive agreement providing for the implementation of a Superior Proposal (as hereinafter defined) if the Company or the Company Board has made complied with the procedures of and has not breached the provisions of this Section 6.4 and is simultaneously terminating this Agreement pursuant to and in accordance with Section 8.1(e), or (y) furnishing information to or entering into or participating in discussions or negotiations with, any Third Party that makes an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, prior to taking such action (i1) the Company Board determines in each good faith, after consultation with independent outside counsel to the Company, that failure to do so would be inconsistent with its fiduciary duties to stockholders imposed by Law, (2) the Company Board determines in good faith, after consultation with independent financial advisors, that such case Acquisition Proposal would be reasonably likely, if consummated, to constitute a Superior Proposal, (3) the Third Party has entered into a confidentiality agreement at least as restrictive as the Confidentiality Agreement in all material respects, and (4) the Company complies with the procedures set forth in this Section 6.4. (b) The Company Board will not take any of the actions referred to in clause (A)y) of Section 6.4(a) unless the Company has delivered to the Parent a prior written notice advising the Parent that it intends to take such action, (B) or (C) aboveand the Company will continue to advise the Parent with respect to such matters after taking such action. In addition, the Board of Directors Company will notify Parent as soon as practicable (but in any event within 48 hours) after receipt by an officer or director of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors by any of the Company determines Company’s advisors of any Acquisition Proposal or any request for nonpublic information in good faith (after consultation connection with its financial advisor) that such an Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable Proposal or for access to the Company's shareholders from a financial point of view than the transaction contemplated ’s properties, books or records by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further Third Party that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, informs the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information toconsidering making, or entering into negotiations withhas made, a Personan Acquisition Proposal. The Company Such notice shall notify Parent be made orally and in writing and shall indicate in reasonable detail the identity of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, offeror and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) , inquiry or contact and copies of any proposed agreement relating thereto. If the Company's intent Acquisition Proposal is determined by the Company Board, in accordance with this Agreement, to enter into a definitive agreement with respect to be a Superior Proposal. Nothing contained herein shall prohibit , the Company from disclosing shall promptly (but in any event within 48 hours) after such determination furnish to Parent copies of any proposed agreement relating thereto and all information it provides to the offeror and promptly (but in any event within 48 hours) after such determination notify Parent in writing of any oral or written changes to the terms and conditions of any Acquisition Proposal. If the Company Board is prepared to accept any Acquisition Proposal as a Superior Proposal in accordance with this Section 6.4, it shall give written notice thereof to Parent and Merger Sub setting forth the material terms and conditions of such Superior Proposal, including the amount of consideration per share of Company Common Stock the stockholders of the Company will receive and the definitive agreements pursuant to which such Superior Proposal would be implemented (a “Superior Proposal Notice”). For a period of not less than 48 hours after the Company delivers to Parent a Superior Proposal Notice, the Company shall and shall cause its shareholders legal and financial advisors to, if requested by Parent, negotiate in good faith with Parent to revise this Agreement so that the statement required by Rule 14e-2(a) under the Exchange Act with respect to Acquisition Proposal that constituted a Superior Proposal no longer constitutes a Superior Proposal; PROVIDED, HOWEVER, that in determining whether an Acquisition Proposal is a Superior Proposal the Company must take into account any amendments to this Agreement proposed by means Parent. For the avoidance of doubt, any amendment to the financial or other terms of an Acquisition Proposal (whether or not a tender offer. Superior Proposal) shall be treated as a new Acquisition Proposal for purposes of this Section 6.4 and shall require a new Superior Proposal Notice if such new Acquisition Proposal is determined by the Company to be a Superior Proposal. (c) The Company will (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person that have been Third Parties conducted heretofore with respect to a potential any Acquisition Proposal, (ii) use reasonable efforts to cause all Persons (other than Parent, Merger Sub and their respective Affiliates and advisors) who have been furnished with confidential information regarding the Company and its subsidiaries and the Company Non-Subsidiary Entities in connection with the solicitation of or discussions regarding any Acquisition Proposal within the 12 months prior to the date hereof promptly to return or destroy such information, and (iii) use its reasonable best efforts to enforce and not waive any provision or release any Person (other than Parent, Merger Sub and their respective Affiliates and advisors) from any confidentiality, standstill or similar agreement relating to an Acquisition Proposal. Except The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of Section 6.4(a) of the obligations undertaken in this Section 6.4. (d) The Company Board will not withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the Company Recommendation, and will not approve or recommend an Acquisition Proposal, unless in connection with a Superior Proposal, Proposal which is pending at the time the Company agrees determines to enforce take such action: (i) the Company Board determines in good faith, after consultation with outside legal counsel to the Company, that it must take such action to comply with its fiduciary duties to its stockholders imposed by Law, (ii) the Company provides Parent with notice of its decision to withdraw or modify the Company Recommendation, and not (iii) during the period after the Company’s notice: (A) the Company shall have offered to waive or release any confidentiality agreements which any persons have entered into negotiate with, and, if accepted, negotiated in good faith with, Parent to attempt to make such commercially reasonable adjustments in the terms and conditions of this Agreement as would enable the Company to proceed with the CompanyMerger, and (B) the Company Board shall have concluded, after considering the results of such negotiations and the revised proposals made by the Parent, if any, that any Acquisition Proposal could result in a Superior Proposal.

Company Acquisition Proposals. In light (a) From the date hereof until the earlier of the consideration given Effective Time or termination hereof and except as permitted by the Board of Directors of the Company prior to the execution following provisions of this Agreement and in light of the Company's representations contained in Section 3.146.4, the Company agrees that it shall will not, nor shall will it permit any of its Subsidiaries subsidiaries to, nor shall will it authorize or permit any officer, director director, employee or employee agent of, or any investment bankerfinancial advisor, attorney attorney, accountant or other advisor or representative of, the Company or any of its Subsidiaries subsidiaries to, directly or indirectly, solicit (i) solicit, initiate or initiate, or knowingly encourage the submission of, any Acquisition Proposal, or participate in any negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate (including by furnishing nonpublic information) any inquiries or the making of any proposal or offer or other action that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal (as hereinafter defined), (ii) participate in any discussions or negotiations in furtherance of such inquiries or to obtain an Acquisition Proposal or the making of any proposal that constitutes any Acquisition Proposal, or release any Person from any standstill agreement or similar obligation to the Company or any of its subsidiaries other than the automatic termination of standstill obligations pursuant to the terms of agreements as in effect as of the date hereby, (iii) withdraw, modify or amend the Company Recommendation in any manner adverse to Parent or Merger Sub, or (iv) enter into any agreement in principle, arrangement, understanding, contract or agreement relating to, or approve, endorse or recommend, an Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that subject to the Company's compliance with this Section 6.4, nothing contained in this Agreement shall prevent the Company, the Company Board of Directors fromor the Sub Committee, at any time prior to receipt of the approval by the stockholders of the Company Shareholder Approval, (A) providing information of Company Voting Proposal and in response to a request therefor by bona fide, unsolicited, written Acquisition Proposal from a Person who Third Party (that does not result from a breach of this Section 6.4), from: (x) entering into a definitive agreement providing for the implementation of a Superior Proposal (as hereinafter defined) if the Company or the Company Board has made complied with the procedures of and has not breached the provisions of this Section 6.4 and is simultaneously terminating this Agreement pursuant to and in accordance with Section 8.1(e), or (y) furnishing information to or entering into or participating in discussions or negotiations with, any Third Party that makes an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, prior to taking such action (i1) the Company Board determines in each good faith, after consultation with independent outside counsel to the Company, that failure to do so would be inconsistent with its fiduciary duties to stockholders imposed by Law, (2) the Company Board determines in good faith, after consultation with independent financial advisors, that such case Acquisition Proposal would be reasonably likely, if consummated, to constitute a Superior Proposal, (3) the Third Party has entered into a confidentiality agreement at least as restrictive as the Confidentiality Agreement in all material respects, and (4) the Company complies with the procedures set forth in this Section 6.4. (b) The Company Board will not take any of the actions referred to in clause (A)y) of Section 6.4(a) unless the Company has delivered to the Parent a prior written notice advising the Parent that it intends to take such action, (B) or (C) aboveand the Company will continue to advise the Parent with respect to such matters after taking such action. In addition, the Board of Directors Company will notify Parent as soon as practicable (but in any event within 48 hours) after receipt by an officer or director of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors by any of the Company determines Company's advisors of any Acquisition Proposal or any request for nonpublic information in good faith (after consultation connection with its financial advisor) that such an Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable Proposal or for access to the Company's shareholders from a financial point of view than the transaction contemplated properties, books or records by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further Third Party that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, informs the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information toconsidering making, or entering into negotiations withhas made, a Personan Acquisition Proposal. The Company Such notice shall notify Parent be made orally and in writing and shall indicate in reasonable detail the identity of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, offeror and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) , inquiry or contact and copies of any proposed agreement relating thereto. If the Company's intent Acquisition Proposal is determined by the Company Board, in accordance with this Agreement, to enter into a definitive agreement with respect to be a Superior Proposal. Nothing contained herein shall prohibit , the Company from disclosing shall promptly (but in any event within 48 hours) after such determination furnish to Parent copies of any proposed agreement relating thereto and all information it provides to the offeror and promptly (but in any event within 48 hours) after such determination notify Parent in writing of any oral or written changes to the terms and conditions of any Acquisition Proposal. If the Company Board is prepared to accept any Acquisition Proposal as a Superior Proposal in accordance with this Section 6.4, it shall give written notice thereof to Parent and Merger Sub setting forth the material terms and conditions of such Superior Proposal, including the amount of consideration per share of Company Common Stock the stockholders of the Company will receive and the definitive agreements pursuant to which such Superior Proposal would be implemented (a "Superior Proposal Notice"). For a period of not less than 48 hours after the Company delivers to Parent a Superior Proposal Notice, the Company shall and shall cause its shareholders legal and financial advisors to, if requested by Parent, negotiate in good faith with Parent to revise this Agreement so that the statement required by Rule 14e-2(a) under the Exchange Act with respect to Acquisition Proposal that constituted a Superior Proposal no longer constitutes a Superior Proposal; PROVIDED, HOWEVER, that in determining whether an Acquisition Proposal is a Superior Proposal the Company must take into account any amendments to this Agreement proposed by means Parent. For the avoidance of doubt, any amendment to the financial or other terms of an Acquisition Proposal (whether or not a tender offer. Superior Proposal) shall be treated as a new Acquisition Proposal for purposes of this Section 6.4 and shall require a new Superior Proposal Notice if such new Acquisition Proposal is determined by the Company to be a Superior Proposal. (c) The Company will (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person that have been Third Parties conducted heretofore with respect to a potential any Acquisition Proposal, (ii) use reasonable efforts to cause all Persons (other than Parent, Merger Sub and their respective Affiliates and advisors) who have been furnished with confidential information regarding the Company and its subsidiaries and the Company Non-Subsidiary Entities in connection with the solicitation of or discussions regarding any Acquisition Proposal within the 12 months prior to the date hereof promptly to return or destroy such information, and (iii) use its reasonable best efforts to enforce and not waive any provision or release any Person (other than Parent, Merger Sub and their respective Affiliates and advisors) from any confidentiality, standstill or similar agreement relating to an Acquisition Proposal. Except The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of Section 6.4(a) of the obligations undertaken in this Section 6.4. (d) The Company Board will not withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the Company Recommendation, and will not approve or recommend an Acquisition Proposal, unless in connection with a Superior Proposal, Proposal which is pending at the time the Company agrees determines to enforce take such action: (i) the Company Board determines in good faith, after consultation with outside legal counsel to the Company, that it must take such action to comply with its fiduciary duties to its stockholders imposed by Law, (ii) the Company provides Parent with notice of its decision to withdraw or modify the Company Recommendation, and not (iii) during the period after the Company's notice: (A) the Company shall have offered to waive or release any confidentiality agreements which any persons have entered into negotiate with, and, if accepted, negotiated in good faith with, Parent to attempt to make such commercially reasonable adjustments in the terms and conditions of this Agreement as would enable the Company to proceed with the CompanyMerger, and (B) the Company Board shall have concluded, after considering the results of such negotiations and the revised proposals made by the Parent, if any, that any Acquisition Proposal could result in a Superior Proposal.

Company Acquisition Proposals. In light of the consideration given (a) Except as expressly permitted by the Board of Directors of the Company prior to this Section ‎‎5.3, from all times commencing with the execution and delivery of this Agreement and continuing until the termination of this Agreement in light of accordance with its terms (the Company's representations contained in Section 3.14“No-Shop Period”), the Company agrees that it shall and its Subsidiaries will not, nor shall it and the Company will not authorize, direct or knowingly permit any of its Subsidiaries Representatives 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(i) initiate, solicit or initiateknowingly encourage the making of any proposal or offer that constitutes, or encourage the submission ofwould reasonably be expected to result in, any a Company Acquisition Proposal, (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to with any person any information Person with respect to, or take provide any other action non-public information or data concerning the Company or its Subsidiaries to facilitate any inquiries or the making of Person relating to, any proposal or offer that constitutes, or may would reasonably be expected to lead result in, a Company Acquisition Proposal (for avoidance of doubt, it being understood that the foregoing will not prohibit the Company or the Company’s Representatives from making such Person aware of the restrictions of this Section ‎‎5.3 in response to the receipt of a Company Acquisition Proposal), (iii) 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 agreement (other than an Acceptable Company Confidentiality Agreement) relating to a Company Acquisition Proposal (an “Alternative Company Acquisition Agreement”), or (iv) authorize, adopt, approve or recommend or publicly propose to authorize, adopt, approve or recommend to the Company Stockholders, or submit to the Company Stockholders for a vote at any stockholder meeting, any Company Acquisition Proposal. Immediately after the execution of this Agreement, the Company will, and will cause its Subsidiaries and Representatives to, cease any discussions or negotiations with any Person with respect to any Company Acquisition Proposal; provided, however, that nothing . (b) Notwithstanding anything to the contrary contained in this Agreement shall prevent the Board of Directors fromSection ‎5.3(a), at any time prior to receipt of the Company Shareholder Stockholder Approval, if the Company receives a bona fide Company Acquisition Proposal from any Person that did not result from a material breach of Section ‎5.3(a), the Company and its Representatives may contact such Person to clarify the terms and conditions thereof and (i) the Company and its Representatives may provide information (including non-public information and data) regarding, and afford access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to such Person if the Company receives from such Person (or has received from such Person) an executed Acceptable Company Confidentiality Agreement, provided that the Company will promptly (and in any event within 24 hours) make available to Parent any non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent and (ii) the Company and its Representatives may engage in, enter into, continue or otherwise participate in any discussions or negotiations with such Person with respect to such Company Acquisition Proposal, as long as (A) providing the Company has not materially breached Section ‎5.3(a) with respect to such Company Acquisition Proposal and (B) prior to taking any action described in clauses (i) or (ii) above, the Company Board determines in good faith that (1) such Company Acquisition Proposal either constitutes a Company Superior Proposal or would reasonably be expected to result in a Company Superior Proposal and (2) the failure to participate in such discussions or negotiations or furnish such information would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law. (c) During the No-Shop Period, the Company will promptly after knowledge by the Company of receipt (and in response any event within 24 hours after knowledge of receipt), notify Parent both orally and in writing of the receipt by the Company of any Company Acquisition Proposal or any request for information from, or any negotiations sought to be initiated or resumed with, either the Company or its Representatives concerning a Company Acquisition Proposal, which notice will include a written summary of the material terms of any Company Acquisition Proposal not made in writing or any such inquiry or request and provide a copy of such Company Acquisition Proposal (if made in writing). The Company will keep Parent reasonably informed on a prompt basis (and in any event within 24 hours after knowledge of receipt) of any material developments regarding any Company Acquisition Proposal. (d) Except as set forth in this Section 5.3(d), the Company Board will not (i) (A) change, withhold, withdraw, qualify or modify, in a manner adverse to Parent (or publicly propose or resolve to change, withhold, withdraw, qualify or modify), the Company Recommendation, (B) fail to include the Company Recommendation in the Proxy Statement/Prospectus, (C) publicly approve or recommend, or publicly propose to approve or recommend to the Company Stockholders, a Company Acquisition Proposal, or (D) if (1) a tender offer or exchange offer for shares of capital stock of the Company that constitutes a Company Acquisition Proposal is commenced or (2) a Company Acquisition Proposal is otherwise publicly announced, fail to recommend against acceptance of such tender offer or exchange offer by the Company Stockholders or against such Company Acquisition Proposal within 10 Business Days after commencement or announcement thereof (any of the foregoing, a “Company Change of Recommendation”) or (ii) authorize, adopt, approve or publicly propose to authorize, adopt or approve or recommend, or enter into, any Alternative Company Acquisition Agreement (x) constituting or relating to a request therefor Company Acquisition Proposal or (y) requiring the Company to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, the Company Board may (I) without excluding the Company Board’s right to act in accordance with clause (II), effect a Person who has made an unsolicited bona fide written Company Change of Recommendation that does not relate to a Company Acquisition Proposal if the Company Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisoroutside legal counsel) that, as a result of an event, development or change in circumstances that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial occurs or arises after the execution and regulatory aspects delivery of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable other than a Company Acquisition Proposal) that was not known (or the consequences of which were not known) to the Company Board prior to the execution and delivery of this Agreement (a “Company Intervening Event”), the failure to effect a Company Change of Recommendation would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (II) without excluding the Company Board’s right to act in accordance with clause (I), effect a Company Change of Recommendation if the Company receives a Company Acquisition Proposal being referred and the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) that the Company Acquisition Proposal constitutes a Company Superior Proposal and that the failure to effect a Company Change of Recommendation would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that the Company Board may take the actions described in (1) clause (II) only if the Company (A) has not materially breached Section ‎5.3(a), Section ‎‎5.3(b) or Section ‎‎5.3(c) with respect to such Company Acquisition Proposal and (B) terminates this Agreement as a "Superior Proposal"), provided further that prior pursuant to initially furnishing such information to, or Section ‎‎7.3(a) concurrently with entering into discussions or negotiations with, such Person, Alternative Company Acquisition Agreement and pays the Company shall provide two Termination Fee in compliance with Section ‎‎7.5(b) and (2) business days' advance written notice to Parent to the effect that it is furnishing information to, clauses (I) or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5II) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person that have been conducted heretofore with respect to a potential Acquisition Proposal. Except in connection with a Superior Proposal, the Company agrees to enforce and not to waive or release any confidentiality agreements which any persons have entered into with the Company.if:

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the (a) The Company prior to the execution of this Agreement shall, and in light of the Company's representations contained in Section 3.14, the Company agrees that it shall not, nor shall it permit any cause each of its Subsidiaries and its and their respective Representatives 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, solicit or initiate, or encourage the submission of, any Acquisition Proposal, or participate in any 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 reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Board of Directors from, at any time prior to the Company Shareholder Approval, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person Person that have been conducted heretofore may be ongoing with respect to any Company Acquisition Proposal, or any inquiry, proposal or offer that could reasonably be expected to lead to a potential Company Acquisition Proposal, including by terminating such Persons’ access to any physical or electronic data rooms. With respect to any Person with whom such discussions or negotiations have been terminated, the Company shall promptly (and in any event, within three Business Days after the date of this Agreement) require such Person to promptly return or destroy, in accordance with the terms of the applicable confidentiality agreement, any information furnished by or on behalf of the Company, and the Company shall take all actions reasonably necessary to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement. The Company shall ensure that its Subsidiaries and its and their respective Representatives are aware of the provisions of this Section 7.2, and any violation of the restrictions contained in this Section 7.2 by the Company Board (including any committee thereof), the Company’s Subsidiaries or its or their respective Representatives shall be deemed to be a breach of this Section 7.2 by the Company. (b) Except as expressly provided for in this Section 7.2, from and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, the Company shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit its and their respective Representatives to, and shall use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly facilitate or encourage any inquiry, proposal or offer or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal, (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations regarding, cooperate with or assist or participate in or knowingly facilitate any such discussions or negotiations or any effort or attempt to make any Company Acquisition Proposal or provide access to its properties, books and records or furnish to any Person (other than Parent, its Affiliates and its and their respective Representatives) any nonpublic information relating to the Company or any of its Subsidiaries, in connection with any Company Acquisition Proposal, (iii) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, a Company Acquisition Proposal, (iv) enter into any letter of intent, merger agreement or other similar agreement providing for a Company Acquisition Proposal (other than an Acceptable Confidentiality Agreement) (each, an “Alternative Acquisition Agreement”), (v) submit any Company Acquisition Proposal to a vote of the stockholders of the Company, (vi) take any action to exempt any third party or transaction from the restrictions on “business combinations” contained in Section 203 of the DGCL or any other applicable Takeover Statute, or otherwise cause such restrictions, or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company, to not apply to such Person or transaction, or (vii) authorize, resolve or agree to do any of the foregoing. (c) If, at any time following the date of this Agreement and prior to the time the Company Stockholder Approval is obtained, the Company receives a bona fide written Company Acquisition Proposal that did not result from a breach of this Section 7.2 and the Company Board determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, that (i) such Company Acquisition Proposal is or could reasonably be expected to result in a Superior Proposal and (ii) that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws, then the Company may (A) at the request of the Person making such Company Acquisition Proposal, furnish nonpublic information relating to the Company and its Subsidiaries to the Person or group (or any of their Representatives) making such Company Acquisition Proposal and (B) engage in, enter into or otherwise participate in discussions or negotiations with such Person or group and their Representatives regarding such Company Acquisition Proposal; provided that (w) prior to or concurrently with furnishing any nonpublic information relating to the Company and its Subsidiaries to such Person or group or their respective Representatives, the Company enters into an Acceptable Confidentiality Agreement with the Person or group making such Company Acquisition Proposal, (x) prior to or concurrently with furnishing any such nonpublic information to such Person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously made available to Parent or its Representatives) and (y) the Company shall not pay, agree to pay or cause to be paid, or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person or group or their Representatives in connection with any Company Acquisition Proposal (or inquiries, proposals or offers or other efforts or attempts that may lead to a Company Acquisition Proposal), in each case, without the prior written consent of Parent and (z) any competitively sensitive information or data provided to any such Person or group or their Representatives will be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, as reasonably determined by the Company upon the advice from its outside legal counsel. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Subsidiaries and the Company’s Representatives may in any event inform a Person or group that has made a Company Acquisition Proposal of the provisions of this Section 7.2. (d) The Company shall promptly (and in any event within 24 hours after receipt) notify Parent of any Company Acquisition Proposal, any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal or any inquiry or request for nonpublic information relating to the Company and its Subsidiaries by any Person who has made or would reasonably be expected to make a Company Acquisition Proposal. Except Such notice shall indicate the name of such Person making such Company Acquisition Proposal, inquiry, proposal or offer and the material terms and conditions of any such proposal or offer or the nature of the information requested pursuant to such inquiry or request and include unredacted copies of any written documents or materials delivered to the Company in connection with such proposal or offer (including any materials related to such Person’s proposed financing sources) (or where no such copies are available, a reasonably detailed written description thereof). The Company shall (i) keep Parent reasonably informed, on a reasonably current basis (and in any event within 24 hours after receipt), regarding any changes or developments to the status and terms of any such proposal or offer (including any material amendments thereto or any material change to the scope or material terms or conditions thereof) and the status of any such discussions or negotiations, including any change in the Company’s intentions as previously notified to Parent and (ii) provide to Parent unredacted copies of any written documents or materials delivered to the Company in connection with such changes or developments. (e) Notwithstanding anything to the contrary in this Agreement but subject to Section 7.2(f), prior to the time the Company Stockholder Approval is obtained, the Company Board may effect a Company Adverse Recommendation Change (and, in the case of a Company Acquisition Proposal that did not result from a breach of this Section 7.2, terminate this Agreement pursuant to Section 9.1(d)(ii) and concurrently pay the fees required by Section 9.3 in order to enter into a definitive agreement in connection with a Superior Proposal) if: (i) (A) a bona fide written Company Acquisition Proposal is made to the Company after the date of this Agreement that did not result from a breach of this Section 7.2 and such Company Acquisition Proposal is not withdrawn prior to such Company Adverse Recommendation Change or (B) there has been an Intervening Event; (ii) in the case of a Company Acquisition Proposal, the Company agrees to enforce and not to waive or release any confidentiality agreements which any persons have entered into Board concludes in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, that (x) such Company Acquisition Proposal constitutes a Superior Proposal and (y) failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws; and (iii) in the case of an Intervening Event, the Company Board concludes in good faith, after consultation with the Company’s outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws. (f) Prior to making any Company Adverse Recommendation Change or entering into any Alternative Acquisition Agreement: (i) the Company Board shall provide Parent at least four Business Days’ prior written notice of its intention to take such action, which notice shall specify, in reasonable detail, in the case of a Superior Proposal, all required information under Section 7.2(d) and, in the case of an Intervening Event, a reasonably detailed description of such Intervening Event; (ii) during the four Business Days following such written notice, the Company Board shall, and shall cause its Representatives to, negotiate in good faith with Parent (to the extent requested by Parent) regarding any revisions to the terms of the transactions contemplated hereby proposed by Parent in response to such Superior Proposal or Intervening Event, as applicable; and (iii) at the end of the four Business Day period described in the foregoing clause (ii), the Company Board concludes in good faith, after consultation with the Company’s outside legal counsel and outside financial advisors (and taking into account any legally binding (if accepted by the Company) adjustment or modification of the terms of this Agreement proposed in writing by Parent), that, as applicable (A) the Company Acquisition Proposal continues to be a Superior Proposal or (B) the Intervening Event continues to warrant a Company Adverse Recommendation Change and, in each case, failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws (it being understood and agreed that any material amendments or other material revisions to any Company Acquisition Proposal that was previously the subject of a notice hereunder will be deemed to be a new Company Acquisition Proposal, and shall require a new notice to Parent as provided above, but, with respect to any subsequent notice, references herein to “four Business Days” shall be deemed references to “two Business Days”). (g) Nothing contained in this Agreement shall prohibit the Company Board from taking and disclosing to the Company’s stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act; provided, however, that this Section 7.2(g) shall not permit the Company Board to effect a Company Adverse Recommendation Change except to the extent otherwise specifically permitted by this Section 7.2; provided, further, that, if such disclosure does not reaffirm the Company Board Recommendation or has the effect of withdrawing or adversely modifying the Company Board Recommendation, such disclosure shall be deemed to be a Company Adverse Recommendation Change and Parent shall have the right to terminate this Agreement as set forth in Section 9.1(c)(i). For the avoidance of doubt, any “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not constitute a Company Adverse Recommendation Change.

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement and in light of the Company's representations contained in Section 3.14, the (a) The Company agrees that (i) it and its Subsidiaries and its and their respective officers, directors and employees shall not and (ii) it shall use reasonable efforts to ensure that its investment bankers, attorneys, consultants or other agents or representatives 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, the Company or any of its Subsidiaries to, (A) directly or indirectly, initiate, solicit or initiate, knowingly encourage or encourage the submission of, any Acquisition Proposal, or participate in any 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 constitutesor offer with respect to a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company and its Subsidiaries or any proposal or offer to acquire or dispose of in any manner, an equity interest representing a 10% or greater economic interest in the Company, or may reasonably be expected assets, securities or ownership interests of or in, the Company or any of its Subsidiaries representing 10% or more of the consolidated assets of the Company and its Subsidiaries, other than the Merger (any such proposal or offer being hereinafter referred to lead to, any as a "Company Acquisition Proposal"); provided, however, that for purposes of references to a Company Acquisition Proposal in clause (B) of Section 8.2(b)(ii) and (iii) and the definition of Company Superior Proposal, the percentage 50% shall be substituted for the percentage 10%, (B) approve, agree to or recommend any Company Acquisition Proposal or enter into any agreement with respect to a Company Acquisition Proposal, (C) directly or indirectly, 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, a Company Acquisition Proposal, or (D) otherwise knowingly encourage or facilitate any effort or attempt to make or implement a Company Acquisition Proposal. Subject to the rights of the Acquiror under Section 8.1(d)(ii), nothing contained in this Agreement (including the preceding paragraph) shall prevent the Company or the Company Board from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) or Item 1012(a) of Directors fromRegulation M-A promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to stockholders with regard to a Company Acquisition Proposal, at any time (ii) prior to the Company Shareholder Approvalapproval of the Merger by the Company's stockholders in accordance with this Agreement, (A) providing access to its properties, books and records and providing information or data in response to a request therefor by a Person person who has made an unsolicited bona fide written Company Acquisition Proposal if the Company Board of Directors receives from the Person person so requesting such information an executed confidentiality agreement the containing confidentiality and other restrictions on terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less at least as favorable to the Company and (y) no less restrictive on the Person requesting such information than as those contained in the Confidentiality Agreement from Agreement, (iii) prior to the Company to Parent; (B) approval of the Merger by the Company's stockholders in accordance with this Agreement, engaging in any negotiations or discussions with any Person person who has made an unsolicited bona fide written Company Acquisition Proposal, or (iv) prior to the approval of the Merger by the Company's stockholders in accordance with this Agreement and following the receipt of a bona fide written Company Acquisition Proposal that did not result from a breach of this Section 6.4(a), (A) withdrawing, modifying or changing in any adverse manner the Company Recommendation or (B) recommending an unsolicited bona fide written Company Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, that in connection with the foregoing clauses (i) in each such case referred to in clause (Aii), (Biii) or and (Civ) above, the Company Board of Directors of the Company determines shall have determined in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) abovefaith, the Board of Directors of the Company determines in good faith (after consultation with its outside legal counsel and financial advisoradvisors, that, (1) that in the case of clause (iv) above only, such Company Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial financial, regulatory, timing and regulatory similar aspects of the proposal and the Person person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders stockholders from a financial point of view than the transaction contemplated by this Agreement Merger (any such more favorable Company Acquisition Proposal being referred to in this Agreement as a "Company Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two ) and (2) business days' advance written notice in the case of clauses (ii) and (iii) above only, there is a reasonable likelihood that such actions could lead to Parent to the effect that it is furnishing information to, or entering into negotiations with, a PersonCompany Superior Proposal. The Company shall notify Parent orally and in writing of the fact agrees that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person that have been persons conducted heretofore prior to the date of this Agreement with respect to any Company Acquisition Proposal (but the foregoing will not prevent further interaction with any such persons to the extent permitted by the preceding paragraph). After the date of this Agreement, the Company shall promptly notify the Acquiror of the receipt of any Acquisition Proposal or any request for non-public information or inquiry that it reasonably believes will lead to a potential Company Acquisition Proposal. Except . (b) Notwithstanding anything in connection this Section 6.4 to the contrary, if, at any time prior to the approval of the Merger by the Company's stockholders in accordance with this Agreement, the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, in response to a Company Acquisition Proposal that was unsolicited, that such proposal is a Company Superior Proposal, the Company agrees or the Company Board may terminate this Agreement; if (i) the Company Requisite Vote has not yet been received, and (ii) the Company has first given the Acquiror at least five (5) business days to enforce respond to such Company Acquisition Proposal after the Company has notified the Acquiror that, in the absence of any further action by the Acquiror, the Company would consider such Company Acquisition Proposal to be a Company Superior Proposal and would terminate this Agreement, and given due consideration to any amendments or modifications to this Agreement proposed by the Acquiror during such period; provided, however, that the Company shall not terminate this Agreement pursuant to waive this sentence, and any purported termination pursuant to this sentence shall be void and of no force or release any confidentiality agreements which any persons have entered into effect, unless the Company prior to or concurrently with such termination pursuant to this Section 6.4(b) pays to the CompanyAcquiror the fee payable pursuant to Section 8.2(b).

Company Acquisition Proposals. In light of (a) If on or after the consideration given by the Board of Directors of the Company prior to the execution date of this Agreement and in light of the Company's representations contained in Section 3.14, the Company agrees that it 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, the Company or any of its Subsidiaries to, directly or indirectly, solicit or initiate, or encourage the submission of, any Acquisition Proposal, or participate in any 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 reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Board of Directors from, at any time prior to the Company Shareholder ApprovalStockholder Approvals being obtained: (i) the Company receives a bona fide Company Acquisition Proposal, (Aii) providing the Company Board of Directors has determined, after consultation with its outside legal counsel, that failure to consider such Company Acquisition Proposal would be inconsistent with the duties of the directors of the Company under applicable Law, and (iii) the Company gives Parent at least two (2) Business Days prior written notice of the material terms and conditions of such Company Acquisition Proposal and the Company’s intention to furnish information to, or participate in discussions or negotiations with, the Person making such Company Acquisition Proposal then, subject to compliance with this Section 6.5, the Company may: (i) engage in negotiations or discussions with such Person who has made the bona fide Company Acquisition Proposal and provide information in response to a request therefor by a Person who has made such Company Acquisition Proposal; and (ii) adopt, approve or recommend, or publicly propose to adopt, approve or recommend such Company Acquisition Proposal, including entering into an unsolicited bona fide written Acquisition Proposal if agreement with respect thereto. If on or after the date of this Agreement and at any time prior to the Company Stockholder Meeting, the Company Board of Directors receives from shall have determined, after consultation with its outside legal counsel, that the Person so requesting such information an executed confidentiality agreement Company Board Recommendation would be inconsistent with the terms of which are (without regard to the terms duties of the directors of the Company under applicable Law as a result of a Company Acquisition Proposal) (x) no less favorable to , the Company may (A) withdraw or qualify (or modify or amend in a manner adverse to Parent and Merger Sub), or publicly propose to withdraw or qualify (y) no less restrictive on or modify or amend in a manner adverse to Parent and Merger Sub), the Person requesting such information than those contained in the Confidentiality Agreement from approval, adoption, recommendation or declaration of advisability by the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Merger and other Transactions, including the Company determines Board Recommendation and (B) take any action or make any statement, filing or release, in good faith after consultation connection with outside legal counsel that failure the Company Stockholder Meeting or otherwise, inconsistent with the Company Board Recommendation (any action described in clause (A) and (B) referred to take such action would create collectively as a reasonable possibility of a breach of their respective fiduciary duties “Company Adverse Recommendation Change”). (b) Nothing contained in this Agreement shall be deemed to prohibit the Company from (i) complying with its disclosure obligations under applicable law and U.S. federal or state Law with regard to any Company Acquisition Proposal or (ii) in each case referred making any disclosure to in clause (B) or (C) abovethe Company’s stockholders if, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Personoutside legal counsel, the Company shall provide two determines that such disclosure would be required under applicable Law; provided, however, that any such disclosures (2) business days' advance written notice to Parent to the effect that it is furnishing information toother than a “stop, look and listen” communication or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing similar communication of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required type contemplated by Rule 14e-2(aSection 14d-9(f) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause Act) shall be deemed to be terminated any existing activities, discussions or negotiations with any other person that have been conducted heretofore with respect to a potential Acquisition Proposal. Except in connection with a Superior Proposal, Company Adverse Recommendation Change unless the Company agrees Board of Directors expressly publicly reaffirms the Company Board Recommendation (i) in such communication or (ii) within three (3) business days after being requested in writing to enforce and not to waive or release any confidentiality agreements which any persons have entered into with the Companydo so by Parent.

Company Acquisition Proposals. In light of (a) From the consideration given date hereof until the termination hereof and except as permitted by the Board following provisions of Directors of the Company prior this Section 6.4, but subject at all times to the execution Company’s and its directors’ right and duty to act in a manner consistent with their fiduciary duties as they are advised by outside legal counsel (provided that any such actions shall not restrict Parent’s right to receive the Termination Fee upon termination of this Agreement and in light of the Company's representations contained in under Section 3.148.3(b)(iii)), the Company agrees that it shall will not, nor shall will it permit any of its Subsidiaries subsidiaries to, nor shall will it authorize or permit any officer, director director, employee or employee agent of, or any investment banker, attorney attorney, accountant or other advisor or representative of, the Company or any of its Subsidiaries subsidiaries to (and the Company will use reasonable best efforts to cause its controlling stockholders not to), directly or indirectly, solicit (i) solicit, initiate or initiate, or knowingly encourage the submission of, any Acquisition Proposal, or participate in any negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate (including by furnishing nonpublic information) any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal (as hereinafter defined), (ii) participate in any discussions or negotiations in furtherance of such inquiries or to obtain an Acquisition Proposal, or the making of any proposal that constitutes any Acquisition Proposal, or (iii) agree to, approve or recommend any Acquisition Proposal; provided, however, that subject to the Company’s compliance with this Section 6.4, nothing contained in this Agreement shall prevent the Board of Directors from, at any time prior to Company or the Company Shareholder Approval, Board from (A) entering into a definitive agreement providing for the implementation of a Superior Proposal (as defined below) if the Company or the Company Board has complied with the procedures of this Section 6.4 and is simultaneously terminating this Agreement pursuant to Section 8.1(e), or (B) furnishing information in response to (subject to a request therefor by a confidentiality agreement at least as restrictive as the Confidentiality Agreement in all material respects), or entering into or participating in discussions or negotiations with, any Person who has made that makes an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and if (y1) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith faith, after consultation with outside legal counsel counsel, that failure to take such action do so would create a reasonable possibility probability of a breach of their respective fiduciary its duties under applicable law and to stockholders imposed by Law, (ii2) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company Board determines in good faith (faith, after consultation with its outside financial advisor) advisors, that such Acquisition Proposal, if accepted, is likely to Proposal would be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and wouldreasonably likely, if consummated, result in to constitute a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement Superior Proposal (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that hereinafter defined) and (3) prior to initially furnishing taking such information to, or entering into discussions or negotiations with, such Personaction, the Company complies in all material respects with the procedures set forth in this Section 6.4. The Company shall provide (i) promptly, and in any event within two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing after receipt by the Company (or its advisors) of any Acquisition Proposal, including the material terms and conditions thereof, to the extent known, and the identity of the fact that Person making it, (ii) promptly, and in any event within two (2) business days, notify Parent orally and in writing after receipt of any request for non-public information relating to it received inquiriesor any of its subsidiaries or for access to its or any of its subsidiaries’ properties, offers books or proposals with respect records by any Person that, to the Company’s knowledge, is reasonably likely to make, or has made, an Acquisition Proposal, and (iii) notify Parent within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five one (51) business days' advance notice (which notice shall include day of any material change to the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior any Acquisition Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party. Immediately after the execution and delivery of this Agreement, the Company will, and will immediately instruct its subsidiaries, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and cause to be terminated terminate any existing activities, discussions or negotiations with any other person that have been parties conducted heretofore with respect to a potential any possible Acquisition Proposal. Except . (b) Subject at all times to the Company’s and its directors’ right and duty to act in a manner consistent with their fiduciary duties as they are advised by outside legal counsel, the Company Board will not withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, its approval or recommendation of this Agreement or the Merger, and will not approve or recommend an Acquisition Proposal, unless in connection with a Superior ProposalProposal which is pending at the time the Company determines to take such action (i) the Company Board determines in good faith, after consultation with outside legal counsel, that to do otherwise would create a reasonable probability of a breach of its duties to stockholders imposed by Law, (ii) the Company provides Parent with notice of its decision to withdraw or modify its approval or recommendation of this Agreement or the Merger, and (iii) during the three (3) business day period after the Company’s notice, the Company agrees shall have offered to enforce negotiate with, and, if accepted, negotiated in good faith with, Parent toward a proposal that would be superior to the Superior Proposal. For purposes of this Agreement, a “Superior Proposal” means any bona fide written Acquisition Proposal which (i) in the good faith judgment of the Company Board, is reasonably likely to be consummated, and not (ii) a majority of the Company Board determines in their good faith judgment after consultation with outside financial advisors to waive or release any confidentiality agreements which any persons have entered into with be more favorable to the Company’s stockholders from a financial point of view (which determination may take into account legal and regulatory matters) than the Merger. For purposes of the definition of Superior Proposal, an “Acquisition Proposal” shall have the meaning assigned to such term in Section 9.11, except that each reference to “20 percent” in such definition shall be deemed to be a reference to “50 percent.”

Company Acquisition Proposals. In light of the consideration given (a) Except as expressly permitted by the Board of Directors of the Company prior to this Section ‎‎5.4, from all times commencing with the execution and delivery of this Agreement and continuing until the termination of this Agreement in light of accordance with its terms (the Company's representations contained in Section 3.14“No-Shop Period”), the Company agrees that it shall and its Subsidiaries will not, nor shall it and the Company will not authorize, direct or knowingly permit any of its Subsidiaries Representatives 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(i) initiate, solicit or initiateknowingly encourage the making of any proposal or offer that constitutes, or encourage the submission ofwould reasonably be expected to result in, any a Company Acquisition Proposal, (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to with any person any information Person with respect to, or take provide any other action non-public information or data concerning the Company or its Subsidiaries to facilitate any inquiries or the making of Person relating to, any proposal or offer that constitutes, or may would reasonably be expected to lead result in, a Company Acquisition Proposal (for avoidance of doubt, it being understood that the foregoing will not prohibit the Company or the Company’s Representatives from making such Person aware of the restrictions of this Section ‎‎5.4 in response to the receipt of a Company Acquisition Proposal), (iii) 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 agreement (other than an Acceptable Company Confidentiality Agreement) relating to a Company Acquisition Proposal (an “Alternative Company Acquisition Agreement”), or (iv) authorize, adopt, approve or recommend or publicly propose to authorize, adopt, approve or recommend to the Company Stockholders, or submit to the Company Stockholders for a vote at any stockholder meeting, any Company Acquisition Proposal. Immediately after the execution of this Agreement, the Company will, and will cause its Subsidiaries and Representatives to, cease any discussions or negotiations with any Person with respect to any Company Acquisition Proposal; provided, however, that nothing . (b) Notwithstanding anything to the contrary contained in this Agreement shall prevent the Board of Directors fromSection ‎5.4(a), at any time prior to receipt of the Company Shareholder Stockholder Approval, if the Company receives a bona fide Company Acquisition Proposal from any Person that did not result from a material breach of Section ‎5.4(a), the Company and its Representatives may contact such Person to clarify the terms and conditions thereof and (i) the Company and its Representatives may provide information (including non-public information and data) regarding, and afford access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to such Person if the Company receives from such Person (or has received from such Person) an executed Acceptable Company Confidentiality Agreement, provided that the Company will promptly (and in any event within 24 hours) make available to the Parent any non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to the Parent and (ii) the Company and its Representatives may engage in, enter into, continue or otherwise participate in any discussions or negotiations with such Person with respect to such Company Acquisition Proposal, as long as (A) providing the Company has not materially breached Section ‎5.4(a) with respect to such Company Acquisition Proposal and (B) prior to taking any action described in clauses (i) or (ii) above, the Company Board determines in good faith that (1) such Company Acquisition Proposal either constitutes a Company Superior Proposal or would reasonably be expected to result in a Company Superior Proposal and (2) the failure to participate in such discussions or negotiations or furnish such information would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law. (c) During the No-Shop Period, the Company will promptly after knowledge by the Company of receipt (and in response any event within 24 hours after knowledge of receipt), notify Parent both orally and in writing of the receipt by the Company of any Company Acquisition Proposal or any request for information from, or any negotiations sought to be initiated or resumed with, either the Company or its Representatives concerning a Company Acquisition Proposal, which notice will include a written summary of the material terms of any Company Acquisition Proposal not made in writing or any such inquiry or request and provide a copy of such Company Acquisition Proposal (if made in writing). The Company will keep Parent reasonably informed on a prompt basis (and in any event within 24 hours after knowledge of receipt) of any material developments regarding any Company Acquisition Proposal. (d) Except as set forth in this Section ‎5.4(d)‎, the Company Board will not (i) (A) change, withhold, withdraw, qualify or modify, in a manner adverse to Parent (or publicly propose or resolve to change, withhold, withdraw, qualify or modify), the Company Recommendation, (B) fail to include the Company Recommendation in the Proxy Statement/Prospectus, (C) publicly approve or recommend, or publicly propose to approve or recommend to the Company Stockholders, a Company Acquisition Proposal, or (D) if (1) a tender offer or exchange offer for shares of capital stock of the Company that constitutes a Company Acquisition Proposal is commenced or (2) a Company Acquisition Proposal is otherwise publicly announced, fail to recommend against acceptance of such tender offer or exchange offer by the Company Stockholders or against such Company Acquisition Proposal within 10 Business Days after commencement or announcement thereof (any of the foregoing, a “Company Change of Recommendation”) or (ii) authorize, adopt, approve or publicly propose to authorize, adopt or approve or recommend, or enter into, any Alternative Company Acquisition Agreement (x) constituting or relating to a request therefor Company Acquisition Proposal or (y) requiring the Company to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, the Company Board may (I) without excluding the Company Board’s right to act in accordance with clause (II), effect a Person who has made an unsolicited bona fide written Company Change of Recommendation that does not relate to a Company Acquisition Proposal if the Company Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisoroutside legal counsel) that, as a result of an event, development or change in circumstances that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial occurs or arises after the execution and regulatory aspects delivery of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable other than a Company Acquisition Proposal) that was not known (or the consequences of which were not known) to the Company Board prior to the execution and delivery of this Agreement (a “Company Intervening Event”), the failure to effect a Company Change of Recommendation would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (II) without excluding the Company Board’s right to act in accordance with clause (I), effect a Company Change of Recommendation if the Company receives a Company Acquisition Proposal being referred and the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) that the Company Acquisition Proposal constitutes a Company Superior Proposal and that the failure to effect a Company Change of Recommendation would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that the Company Board may take the actions described in (1) clause (II) only if the Company (A) has not materially breached Section ‎5.4(a), Section ‎‎5.4(b) or Section ‎‎5.4(c) with respect to such Company Acquisition Proposal and (B) terminates this Agreement as a "Superior Proposal"), provided further that prior pursuant to initially furnishing such information to, or Section ‎‎7.3(a) concurrently with entering into discussions or negotiations with, such Person, Alternative Company Acquisition Agreement and pays the Company shall provide two Termination Fee in compliance with Section ‎‎7.5(b) and (2) business days' advance written notice to Parent to the effect that it is furnishing information to, clauses (I) or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5II) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person that have been conducted heretofore with respect to a potential Acquisition Proposal. Except in connection with a Superior Proposal, the Company agrees to enforce and not to waive or release any confidentiality agreements which any persons have entered into with the Company.if:

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior (a) Subject to the execution of this Agreement and in light of the Company's representations contained in Section 3.146.6(c) through Section 6.6(f), the Company agrees that, from the date of this Agreement until the Closing or, if earlier, the termination of this Agreement in accordance with Article VIII, neither it nor any of its subsidiaries shall, and that it shall notuse its reasonable best efforts to cause its and its subsidiaries’ directors, nor shall it permit any of its Subsidiaries toofficers, nor shall it authorize or permit any officeremployees, director or employee ofagents, or any investment bankerbankers, attorney or attorneys, accountants and other advisor or representative ofrepresentatives (collectively, the Company or any of its Subsidiaries “Representatives”) not to, directly or indirectly, (i) initiate or solicit or initiate, or knowingly encourage the submission of, any Acquisition Proposal, or participate in any negotiations regarding, or furnish to any person any information inquiries with respect to, or take any other action to facilitate any inquiries or the making of a Company Acquisition Proposal, (ii) engage in any proposal that constitutesnegotiations concerning, or may reasonably be expected provide any confidential information or data to lead any Person relating to, any a Company Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Company Acquisition Proposal, (iv) approve or recommend, or propose publicly 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 relating to any Company Acquisition Proposal (each a “Company Acquisition Agreement”), or (v) propose publicly or agree to do any of the foregoing relating to any Company Acquisition Proposal. (b) Subject to Section 6.6(c) through Section 6.6(f), prior to the Closing, neither the Company Board nor any committee thereof (including the Transaction Committee) shall, directly or indirectly, (i) withdraw, modify or qualify, or publicly propose to withdraw, modify or qualify, in a manner adverse to any Parent Party, the Company Board Recommendation, (ii) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any Company Acquisition Proposal, (iii) in the event of the commencement of a tender offer or exchange offer for any outstanding shares of the Company’s capital stock (including the Company Common Shares), fail to include in any public statement related to such tender offer or exchange offer or this Agreement (other than any “stop, look and listen” or similar communication) a statement that the Company Board Recommendation has not changed or referring to the prior Company Board Recommendation, or (iv) recommend that the holders of the Company Shares not approve the Merger (any action described in clauses (i)-(iv) above being referred to as a “Company Change of Recommendation”). (c) Nothing contained in this Agreement shall prevent the Company, the Company Board, the Transaction Committee or any other committee of the Company Board from complying with its disclosure obligations under Rule 14d-9 and 14e-2 promulgated under the Exchange Act or from issuing a “stop, look and listen” or similar communication or making any disclosure if the Company Board or the Transaction Committee or any other committee of the Company Board determines, in good faith, after consultation with the Company’s outside legal counsel, that the failure to do so would be inconsistent with the Company’s directors’ fiduciary duties under Applicable Law of the State of Delaware; provided, however, that if such disclosure has the effect of a Company Change of Recommendation, Parent shall have the right to terminate this Agreement to the extent set forth in Section 8.1(d)(i). (d) Notwithstanding the limitations set forth in this Section 6.6, until the earlier of receipt of the Company Shareholder Approval and any termination of this Agreement pursuant to Section 8.1, if after the date of this Agreement the Company receives a written unsolicited bona fide Company Acquisition Proposal that the Company Board has determined in good faith, after consultation with its outside legal counsel and financial advisors (i) constitutes a Company Superior Proposal or (ii) could reasonably be expected to result in a Company Superior Proposal, then the Company may take the following actions: (A) furnish nonpublic information to the third party making such Company Acquisition Proposal, if, and only if, prior to furnishing such information, the Company receives from the third party an executed confidentiality agreement with provisions no less restrictive to such third party with respect to the use or disclosure of nonpublic information than the Confidentiality Agreement and (B) engage in discussions or negotiations with the third party with respect to such Company Acquisition Proposal. (e) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall prevent the Board of Directors Company from, at any time prior to to, but not after, the time of the receipt of the Company Shareholder Approval, in response to the receipt of a written unsolicited bona fide Company Acquisition Proposal after the date of this Agreement that did not result from a breach of Sections 6.6(a)and (g), (i) terminating this Agreement pursuant to Section 8.1(e) in order to enter into a definitive written agreement with respect to such Company Acquisition Proposal or (ii) effecting a Company Change of Recommendation, if, prior to taking any of the actions described in clauses (i) or (ii), (A) providing information the Company Board determines in response good faith, after consultation with its outside legal counsel and financial advisors, that (x) failure to a request therefor by a Person who has made an unsolicited bona fide written take such action would reasonably be expected to be inconsistent with the Company’s directors’ fiduciary duties under Applicable Law of the State of Delaware and (y) such Company Acquisition Proposal if constitutes a Company Superior Proposal, (B) Parent shall have received written notice (a “Superior Proposal Notice”) of the Company’s intention to take such action at least four business days prior to the taking of such action, and (C) the Company Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard continues to believe, after taking into account any modifications to the terms of the transactions contemplated by this Agreement that are offered by Parent after its receipt of the Superior Proposal Notice, that such Company Acquisition Proposal continues to constitute a Company Superior Proposal) (x) no less favorable . Any material amendment to the financial terms or any other material amendment of such Company Acquisition Proposal shall require a new Superior Proposal Notice and the Company and the Company Board shall be required to comply again with the requirements of this Section 6.6(e); provided, however, that the reference herein to four business days shall be deemed to be a reference to two business days. (yf) no less restrictive on Notwithstanding anything in this Agreement to the Person requesting such information than those contrary, nothing contained in the Confidentiality this Agreement from shall prevent the Company Board from, at any time prior to, but not after, the time of the receipt of the Company Shareholder Approval, effecting a Company Change of Recommendation (other than in response to Parent; (B) engaging in any negotiations or discussions with any Person who has made an the receipt of a written unsolicited bona fide written Company Acquisition Proposal; or (C, which shall be subject to Section 6.6(e)) recommending if, prior to taking such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) aboveaction, the Board of Directors of the Company Board, after consultation with its outside legal counsel, determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective be inconsistent with the Company’s directors’ fiduciary duties under applicable law Applicable Law of the State of Delaware; provided, however that (i) Parent shall have received written notice (a “Board Recommendation Notice”) of the Company’s intention to take any such action at least four business days prior to the taking of such action and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (Board continues to believe, after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects any modifications to the terms of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction transactions contemplated by this Agreement that are offered by Parent after its receipt of such Board Recommendation Notice that failing to take such action would be reasonably likely to be inconsistent with the Company’s directors’ fiduciary duties under Applicable Law of the State of Delaware. (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the g) The Company shall provide two (2) business days' advance written notice to Parent to the effect agrees that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five its subsidiaries will (5i) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person (other person that have been than the parties) conducted heretofore prior to the date of this Agreement with respect to any Company Acquisition Proposal and (ii) request that each third party that has heretofore executed a potential confidentiality agreement that relates to a Company Acquisition Proposal (other than Parent) return or destroy all confidential information heretofore furnished to such third party by the Company or on its behalf. The Company agrees that it and its subsidiaries will take the necessary steps to promptly inform its and its subsidiaries’ Representatives of the obligations undertaken in this Section 6.6. (h) From and after the date of this Agreement, the Company shall promptly orally notify Parent of any request for information or any inquiries, proposals or offers relating to a Company Acquisition Proposal indicating, in connection with such notice, the name of such Person making such request, inquiry, proposal or offer and the material terms and conditions of any proposals or offers and the Company shall provide to Parent written notice of any such inquiry, proposal or offer within 24 hours of such event and copies of any written or electronic correspondence to or from any Person making an Company Acquisition Proposal. Except in connection with a Superior The Company shall keep Parent informed orally, as soon as is reasonably practicable, of the status of any Company Acquisition Proposal, including with respect to the status and terms of any such proposal or offer and whether any such proposal or offer has been withdrawn or rejected and the Company shall provide to Parent written notice of any such withdrawal or rejection and copies of any written proposals or requests for information within 24 hours. The Company also agrees to enforce and provide any information to Parent (not previously provided to waive or release any confidentiality agreements which any persons have entered into Parent) that it is providing to another Person pursuant to this Section 6.6 at substantially the same time it provides such information to such other Person. All information provided to Parent under this Section 6.6 shall be kept confidential by Parent in accordance with the Companyterms of the Confidentiality Agreement. (i) For purposes of this Agreement:

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior to (a) Following the execution of this Agreement and in light of the Company's representations contained in Section 3.14Agreement, the Company agrees that it Acquired Companies shall, and shall notcause their respective directors, nor shall it permit any of its Subsidiaries officers and Key Employees to, nor and shall it authorize use their respective reasonable best efforts to cause any other of their respective Representatives to, (i) immediately cease and cause to be terminated all existing discussions or permit negotiations with any officer, director or employee of, Person conducted heretofore with respect to any Company Acquisition Proposal or any investment bankerproposal, attorney inquiry or other advisor offer that could reasonably be expected to lead to a Company Acquisition Proposal and (ii) request the prompt return or representative ofdestruction of all confidential information previously made available by it or on its behalf in connection with any actual or potential Company Acquisition Proposal. The Company shall not terminate, the waive, amend, release or modify in any respect any material provision of any confidentiality agreement to which any Acquired Company or any of its Subsidiaries Affiliates or Representatives is a party with respect to any Company Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Company Acquisition Proposal, and shall enforce, to the fullest extent permitted by applicable Law, the provisions of any such agreement; provided, however, that the Company shall be entitled to waive any standstill provision included in any such confidentiality agreement or any standstill provision contained in any standstill agreement to which any Acquired Company or any of its Affiliates or Representatives is a party with respect to any Company Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Company Acquisition Proposal if the Company Board determines in good faith (after consultation with the Company’s outside legal counsel) that failure to waive such standstill would reasonably be expected to be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law. (b) The Acquired Companies shall not, and shall cause their respective directors, officers and Key Employees not to, and shall use their respective reasonable best efforts to cause any other of their respective Representatives not to, directly or indirectly, solicit (i) solicit, initiate or initiateknowingly encourage or knowingly induce or facilitate the making, submission or encourage the submission of, any Acquisition Proposal, or participate in any negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate announcement of any inquiries or the making of any proposal or offer constituting, related to or that constitutes, or may could reasonably be expected to lead toto a Company Acquisition Proposal, (ii) make available any information regarding any of the Acquired Companies to any Person (other than Parent and Parent’s or the Company’s Representatives acting in their capacity as such) in connection with or in response to a Company Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Company Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Company Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Company Acquisition Proposal (other than to state that they currently are not permitted to have discussions), (iv) approve, endorse or recommend any Company Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Company Acquisition Proposal, (v) make or authorize any statement, recommendation or solicitation in support of any Company Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Company Acquisition Proposal, (vi) enter into any letter of intent or agreement in principle or any Contract providing for, relating to or in connection with any Company Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to a Company Acquisition Proposal (other than a Company Acceptable Confidentiality Agreement in accordance with Section 5.3(c)) or (vii) reimburse or agree to reimburse the expenses of any other Person (other than the Company’s Representatives) in connection with a Company Acquisition Proposal or any inquiry, discussion, offer or request that could reasonably be expected to lead to a Company Acquisition Proposal. (c) Notwithstanding anything to the contrary in this Section 5.3, if at any time prior to obtaining the Company Stockholder Approval, (i) the Company receives, after the date of this Agreement, an unsolicited bona fide written Company Acquisition Proposal, (ii) such Company Acquisition Proposal did not result from a breach of this Section 5.3 and (iii) the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and outside financial advisors) that such Company Acquisition Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal, then, prior to obtaining the Company Stockholder Approval, the Company may (A) make available information with respect to the Acquired Companies to the Person making such Company Acquisition Proposal pursuant to a Company Acceptable Confidentiality Agreement; provided, however, that any non-public information provided or made available to any Person given such access shall have been previously provided or made available to Parent or shall be provided or made available to Parent prior to or concurrently with the time it is provided or made available to such Person, and (B) participate in discussions or negotiations with the Person making such Company Acquisition Proposal regarding such Company Acquisition Proposal; provided, however, that nothing contained the Acquired Companies shall, and shall cause its and their respective Representatives to, cease any activities described in clause (A) or (B) of this Section 5.3(c) immediately following the time the applicable Company Acquisition Proposal ceases to be a Company Superior Proposal or a Company Acquisition Proposal that could reasonably be expected to lead to a Company Superior Proposal. The Company shall promptly (and in any event within twenty-four (24) hours) advise Parent in writing of the receipt of any Company Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to a Company Acquisition Proposal (including the identity of the Person making or submitting such Company Acquisition Proposal or inquiry, proposal or offer, and the terms and conditions thereof) that is made or submitted by any Person prior to the Effective Time. The Company shall keep Parent informed, on a reasonably current basis, of the status of, and any financial or other changes in, any such Company Acquisition Proposal, inquiry, proposal or offer, including providing Parent copies of any correspondence and documents related thereto, including any proposed documents to effect or to be entered into in connection with such Company Acquisition Proposal. (d) Except as otherwise provided in Section 5.3(e), Section 5.3(f) or Section 5.3(g), neither the Company Board nor any committee thereof shall (i) (A) directly or indirectly, fail to make, withhold, withdraw or qualify (or modify in a manner adverse to Parent) the Company Recommendation or the approval of this Agreement, the Merger, the Subsequent Merger or any of the other Transactions, take any action (or permit or authorize any of the Acquired Companies or any of their respective Representatives to take any such action) inconsistent with the Company Recommendation or resolve, agree or propose to take any such actions (each such action set forth in this Agreement shall prevent Section 5.3(d)(i)(A) being referred to herein as a “Company Adverse Recommendation Change”) or (B) adopt, approve, recommend, endorse or otherwise declare advisable any Company Acquisition Proposal or resolve, agree or propose to take any such actions, (ii) cause or permit the Board Company to enter into any letter of Directors fromintent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement related to a Company Acquisition Proposal other than a Company Acceptable Confidentiality Agreement, (iii) take any action to make the provisions of any Takeover Laws or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company, inapplicable to any transactions contemplated by a Company Acquisition Proposal (including approving any transaction under the DGCL) or (iv) resolve, agree or propose to take any such actions. (e) Notwithstanding Section 5.3(d), at any time prior to obtaining the Company Shareholder Stockholder Approval, (A) providing information provided that the Acquired Companies have complied with the applicable provisions of this Section 5.3, then, prior to obtaining the Company Stockholder Approval, the Company Board may solely in response to a request therefor by Company Superior Proposal received on or after the date hereof that has not been withdrawn or abandoned and that did not result from a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board breach of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard this Section 5.3, make a Company Adverse Recommendation Change in order to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from cause the Company to Parent; terminate this Agreement pursuant to Section 7.1(d)(ii) (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders including payment of the Company, if Termination Fee) and only concurrently enter into a binding definitive agreement to effect such Company Superior Proposal. Neither the extent that, (i) in each such case referred Company Board nor any committee thereof shall make a Company Adverse Recommendation Change or terminate this Agreement pursuant to in clause (A), (BSection 7.1(d)(ii) or (Ccause the Company to enter into a binding definitive agreement to effect such Company Superior Proposal unless the Company has first complied with the provisions of Section 5.3(f) aboveand, after so complying, the Company Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its the Company’s outside legal counsel and financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Company Acquisition Proposal being referred continues to in this Agreement as constitute a "Company Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, . (f) The Company Board shall not take any action set forth in Section 5.3(e) unless the Company shall provide two has first (2i) business days' advance provided written notice to Parent to (a “Notice of Company Superior Proposal”) advising Parent that the effect that it is furnishing information to, or entering into negotiations with, Company has received a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Superior Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include specifying the terms and conditions of such proposalCompany Superior Proposal, identifying the Person making such Company Superior Proposal and providing copies of any agreements intended to effect (or to be entered into in connection with) such Company Superior Proposal, and that the Company Board has made the determination required under Section 5.3(e), (ii) negotiated, and caused the Company and its Representatives to negotiate, during the five (5) Business Day period following Parent’s receipt of the Notice of Company Superior Proposal (the “Company Superior Proposal Notice Period”), in good faith with Parent to enable Parent to make counteroffers or proposals, including to amend the terms of this Agreement (to the extent Parent wishes to do so), and (iii) after complying with clauses (i) and (ii), determined in good faith (after consultation with the Company's intent ’s outside legal counsel and financial advisors and taking into account any such counteroffer or proposed amendment to enter into the terms of this Agreement) that such Company Acquisition Proposal remains a definitive agreement Company Superior Proposal and the failure to make a Company Adverse Recommendation Change and accept such Company Superior Proposal would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties to the stockholders of the Company under applicable Law; provided, however, that if during the Company Superior Proposal Notice Period any revisions are made to a Company Acquisition Proposal and such revisions are material (it being understood and agreed that any change to consideration with respect to such proposal is material), the Company shall deliver a new Notice of Company Superior Proposal to Parent and shall comply with the requirements of this Section 5.3(f) with respect to such new Notice of Company Superior Proposal. In the event that the Company receives a Company Acquisition Proposal during the pendency of this Agreement, the Company hereby agrees that notwithstanding the standstill provisions contained in the Confidentiality Agreement, Parent shall be permitted to propose to the Company one or more amendments to this Agreement. (g) Nothing in this Agreement shall prohibit or restrict the Company Board, in circumstances not involving or relating to a Company Acquisition Proposal, from effecting a Company Adverse Recommendation Change in response to the occurrence of a Company Intervening Event if the Company Board determines in good faith (after consultation with the Company’s outside legal counsel) that the failure to do so would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties to the stockholders of the Company under applicable Law and the Company has first (i) provided written notice to Parent (a “Notice of Company Intervening Event”) describing the Company Intervening Event and advising Parent that the Company Board intends to take such action and specifying the reasons therefor in reasonable detail; (ii) negotiated, and caused the Company and its Representatives to negotiate, during the five (5) Business Days following Parent’s receipt of the Notice of Company Intervening Event (the “Company Intervening Event Notice Period”), in good faith with Parent regarding any revisions to the terms of the Transactions proposed by Parent in response to such Company Intervening Event; and (iii) at the end of the Company Intervening Event Notice Period, the Company Board determines in good faith, after consultation with the Company’s outside legal counsel (and taking into account any adjustment or modification of the terms of this Agreement proposed by Parent), that a Company Intervening Event continues to exist and that the failure to make a Company Adverse Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law. (h) The Company agrees that it shall take all actions necessary so that any Company Adverse Recommendation Change shall not change the approval of this Agreement or any other approval of the Company Board or any committee thereof in any respect that would have the effect of causing any of the Takeover Laws of any state (including Delaware) or other similar statutes to be applicable to the Transactions, including the Merger and the Subsequent Merger. (i) Nothing contained herein in this Section 5.3 shall prohibit the Company Board from (A) taking and disclosing to its shareholders the statement required a position contemplated by Item 1012(a) of Regulation M-A, Rule 14e-2(a) under the Exchange Act or Rule 14d-9 under the Exchange Act or (B) making any disclosure to its shareholders if the Company Board determines in good faith (after consultation with respect the Company’s outside counsel) that the failure to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause do so would reasonably be expected to be terminated inconsistent with the Company Board’s fiduciary duties to the stockholders of the Company under applicable Law; provided, however, that neither the Company nor the Company Board (or any existing activities, discussions or negotiations with committee thereof) shall be permitted to recommend that the stockholders of the Company tender any other person that have been conducted heretofore with respect to a potential Acquisition Proposal. Except securities in connection with a Superior any tender or exchange offer (or otherwise approve, endorse or recommend any Company Acquisition Proposal), unless in each case, in connection therewith, the Company agrees Board effects a Company Adverse Recommendation Change in accordance with Section 5.3(e); provided, further that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to enforce be a Company Adverse Recommendation Change unless the Company Board expressly reaffirms the Company Recommendation and rejects any Company Acquisition Proposal within three (3) Business Days after such stop, look and listen communication. (j) Any action taken or not to waive taken by any Representative of any of the Acquired Companies that if taken or release any confidentiality agreements which any persons have entered into with not taken by the Company would constitute a breach of this Section 5.3 shall be deemed a breach of this Agreement by the Company. (k) For purposes of this Agreement:

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement and in light of the Company's representations contained in Section 3.14, the (a) The Company agrees that it shall not, nor and it shall it permit any of cause its Subsidiaries toand the Company Joint Ventures, nor shall it authorize or permit any officerand its and their respective officers, director or employee ofdirectors, or any employees, investment bankerbankers, attorney attorneys, consultants or other advisor agents or representative ofrepresentatives (“Representatives”), the Company or any of its Subsidiaries to, to not: (i) directly or indirectly, initiate, solicit or initiate, knowingly encourage or encourage the submission of, any Acquisition Proposal, facilitate (including by way of furnishing information or participate in any negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate assistance) any inquiries or the making of any proposal that constitutesor offer with respect to, or may the making or effectuation of, a Company Acquisition Proposal; (ii) approve or recommend (or propose publicly to approve or recommend) any Company Acquisition Proposal or enter into any Company Acquisition Agreement (as defined below); (iii) directly or indirectly, engage in any negotiations or discussions with respect to, or provide access to its properties, books and records or any confidential or non-public information to any Person relating to, or that would reasonably be expected to lead to, any a Company Acquisition Proposal; providedor (iv) amend, howeverterminate, waive, fail to use commercially reasonable efforts to enforce, or grant any consent under, any confidentiality, standstill, shareholder rights or similar agreement (other than any such agreement with Parent). The Company further agrees that nothing contained in this Agreement shall prevent the Board of Directors fromit, at any time prior to its Subsidiaries, the Company Shareholder Approval, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company Joint Ventures and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, their respective Representatives will: (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons (other person that have been than Parent and Merger Sub) conducted heretofore prior to the date of this Agreement with respect to any Company Acquisition Proposal or that would reasonably be expected to lead to a potential Company Acquisition Proposal. Except ; (ii) promptly (and in connection with a Superior Proposalany event within five (5) business days after the date hereof) request the prompt return from all such Persons or cause the destruction of all copies of confidential information previously provided to such Persons by the Company, its Subsidiaries, the Company agrees Joint Ventures or their respective Representatives; and (iii) deny access to enforce any virtual data room containing any confidential information to such Persons. Notwithstanding clause (iii) of the first sentence of this Section 6.4(a), prior to the approval of the Merger by the stockholders of the Company in accordance with this Agreement (but in no event after obtaining such approval), the Company may provide confidential information to a Person in response to the receipt of an unsolicited bona fide written Company Acquisition Proposal made by such Person which did not result from a breach of this Section 6.4 or a breach of any standstill agreement, but only if the Company Board makes a prior determination by resolution, duly adopted in good faith, and not after consultation with its outside counsel and a financial advisor of nationally recognized reputation, that: (iv) such Company Acquisition Proposal constitutes, or is reasonably likely to, lead to waive or release a Company Superior Proposal; and (v) failure to take the actions described in clause (iii) of the first sentence of this paragraph would be inconsistent with the statutory duty of the Company Board members, as directors, under the Maryland General Corporation Law; provided, that (x) prior to providing any confidentiality agreements which confidential information to any persons such Person, the Company shall have entered into an Agreed Confidentiality Agreement with such third party (and shall provide Parent with a correct and complete copy of the same within 24 hours after the execution thereof) and (y) the Company shall concurrently provide to Parent a copy of any confidential information that is furnished to such Person to the extent not previously furnished to Parent. Without limiting the foregoing, it is understood that any action taken by Representatives of the Company., any of its Subsidiaries or the Company Joint Ventures on behalf of the Company, any such Subsidiary or any such Company Joint Venture that would be a violation of the restrictions set forth in Section 6.4 if taken by the Company shall be deemed to be a breach of Section 6.4 by the Company. As used in this Agreement:

Company Acquisition Proposals. In light (a) Except as permitted by, and subject to, Section 5.2(b), Section 5.2(d) and Section 5.2(f), from the date of this Agreement until the earlier of the consideration given by Merger 1 Effective Time and the Board of Directors date, if any, on which this Agreement is terminated pursuant to Article VII, the Company shall not, and shall cause its Subsidiaries not to, and shall not authorize (and shall use commercially reasonable efforts to cause the Representatives of the Company prior not to), directly or indirectly through another Person, (i) solicit, initiate, seek or knowingly encourage or knowingly facilitate any inquiry, discussion, request, proposal or offer with respect to, or the announcement, making or completion of, any Company Acquisition Proposal, or any inquiry, discussion, request, proposal or offer that would reasonably be expected to lead to any Company Acquisition Proposal, (ii) enter into, continue or otherwise participate or engage in any negotiations or discussions regarding, or furnish to any Person other than Parent or its Representatives, any non-public information or data with respect to any Company Acquisition Proposal, (iii) approve, recommend, publicly declare advisable or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share exchange agreement, consolidation agreement, option agreement, joint venture agreement, partnership agreement or other agreement, in each case, providing for a Company Acquisition Proposal (other than a Company Acceptable Confidentiality Agreement pursuant to Section 5.2(b)) or requiring or having the effect of requiring the Company to abandon, terminate or materially breach its obligations hereunder or fail to consummate the Mergers (each, a “Company Alternative Acquisition Agreement”), or (iv) agree to or propose publicly to do any of the foregoing. Subject to the execution other provisions of this Agreement Section 5.2, from and in light after the date of the Company's representations contained in Section 3.14this Agreement, the Company agrees that it shall, and shall not, nor shall it permit any cause each of its Subsidiaries and shall direct its and their respective Representatives to, nor immediately cease any solicitations, discussions, negotiations or communications with any Person that may be ongoing with respect to any Company Acquisition Proposal and shall it authorize terminate access of any such Person to any data room (virtual or permit actual) containing any officerinformation relating to the Company or its Subsidiaries with respect to any Company Acquisition Proposal. (b) Notwithstanding the foregoing or anything to the contrary in this Agreement, director or employee ofbut subject to the Company’s compliance with this Section 5.2 (other than Section 5.2(a)), or any investment bankerif, attorney or other advisor or representative ofprior to obtaining the Requisite Company Vote, (i) the Company or any Subsidiary of its Subsidiaries tothe Company receives an unsolicited written Company Acquisition Proposal made by a third party after the date of this Agreement that the Company Board believes in good faith to be bona fide, directly or indirectly(ii) such the Company Acquisition Proposal was not the result of a material violation of this Section 5.2 (provided that the parties agree that, solicit or initiatein connection with a bona fide Company Acquisition Proposal by a third party, or encourage the submission of, any Company and the Company Board may request clarification of the terms and conditions thereof so as to determine whether such Company Acquisition Proposal, or participate in any 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 Proposal constitutes, or may could reasonably be expected to lead to, any Acquisition a Company Superior Proposal; provided), however, that nothing contained in this Agreement shall prevent the Board of Directors from, at any time prior to and (iii) the Company Shareholder Approval, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its outside counsel and the Company’s financial advisor) that such Company Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Company Superior Proposal, then Company may (and may authorize the Subsidiaries of the Company and their Representatives to) (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person making such Company Acquisition Proposal (and its Representatives) pursuant to a Company Acceptable Confidentiality Agreement; provided that any non-public information provided to any Person given such access shall have previously been provided to Parent or shall be provided to Parent prior to or as promptly as practicable after it is provided to such Person (but in any event within 48 hours thereafter), and (B) engage in discussions and participate in negotiations with the Person making such Company Acquisition Proposal (and such Person’s Representatives) regarding such Company Acquisition Proposal in any manner that the Company Board deems appropriate in its sole and absolute discretion. (c) Except as provided in Section 5.2(d), the Company Board shall not (i) (A) fail to make and shall not withdraw (or modify or qualify in any manner adverse to Parent or publicly propose to withdraw, modify or qualify in any manner adverse to Parent) the approval, recommendation or declaration of advisability by the Company Board of this Agreement, the Mergers or any of the other transactions contemplated hereby, (B) adopt, approve, or publicly recommend, endorse or otherwise declare advisable the adoption of any Company Acquisition Proposal, or (C) fail to include in the Prospectus/Proxy Statement a recommendation that the Company’s stockholders approve this Agreement (each such action set forth in this Section 5.2(c)(i) being referred to herein as a “Company Adverse Recommendation Change”), or (ii) cause or permit the Company or any of its Subsidiaries to enter into any Company Alternative Acquisition Agreement relating to any Company Acquisition Proposal (other than a Company Acceptable Confidentiality Agreement pursuant to Section 5.2(b)). (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Requisite Company Vote, the Company Board may (i) make a Company Adverse Recommendation Change (and may thereafter and following the termination of this Agreement pursuant to Article VII cause or permit the Company or any of its Subsidiaries to enter into any Company Alternative Acquisition Agreement relating to an unsolicited written bona fide Company Acquisition Proposal), if (A) such Company Acquisition Proposal was not the result of a material violation of this Section 5.2 and such Company Acquisition Proposal is not withdrawn, and (B) the Company Board has determined in good faith (after consultation with outside counsel and the Company’s financial advisors and taking into account all adjustments to the terms of this Agreement that may be offered by Parent pursuant to clause (y) below) that such Company Acquisition Proposal constitutes a Company Superior Proposal and has reasonably determined (after consultation with outside counsel) that the failure to make a Company Adverse Recommendation Change would be inconsistent with the fiduciary duties of the members of the Company Board under applicable Law; and (ii) make a Company Adverse Recommendation Change if, in the absence of a Company Acquisition Proposal, (A) a Company Intervening Event has occurred, and (B) the Company Board reasonably determines in good faith (after consultation with outside counsel and taking into account all adjustments to the terms of this Agreement that may be offered by Parent pursuant to clause (y) below) that the failure to make such Company Adverse Recommendation Change would be inconsistent with the fiduciary duties of the members of the Company Board under applicable Law; so long as, in each case ((i) and (ii)), (x) three business days prior to making any such Company Adverse Recommendation Change, Company has notified Parent in writing that the Company Board intends to make a Company Adverse Recommendation Change in connection with a Company Superior Proposal or a Company Intervening Event (each, a “Company Change Notice”) and which Company Change Notice shall specify, in a case where such Company Change Notice relates to a Company Superior Proposal, the identity of the party who made such Company Superior Proposal and all of the material terms and conditions of such Company Superior Proposal and attach a copy of the most current version of the related Company Alternative Acquisition Agreement, and, in a case where such Company Change Notice relates to a Company Intervening Event, a description of such Company Intervening Event, and (y) during the three business days beginning on the date of delivery of the applicable Company Change Notice to Parent, the Company shall have offered to negotiate with (and, if accepted, is likely negotiated, and caused its Representatives to be consummatednegotiate, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable good faith with) Parent (to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred extent that Parent desires to negotiate) in this Agreement as a "Superior Proposal"), provided further that prior making adjustments to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of this Agreement such proposalthat (1) in circumstances involving or relating to a Company Acquisition Proposal, the Company Superior Proposal ceases to be a Company Superior Proposal (provided that any material amendment, material supplement or material modification to any Company Acquisition Proposal shall be deemed a new Company Acquisition Proposal and the Company may not terminate this Agreement pursuant to Article VII or make a Company Adverse Recommendation Change pursuant to clause (i) of this Section 5.2(d) unless the Company's intent to enter into a definitive agreement Company has again complied with the requirements of this Section 5.2(d) with respect to each such new Company Acquisition Proposal including sending a Superior Company Change Notice with respect to each such new Company Acquisition Proposal (except that the new negotiation period under this Section 5.2(d)(y)(1) with respect to any revised Company Acquisition Proposal shall be two business days, instead of three business days)), and (2) in circumstances not involving a Company Acquisition Proposal, the adjustments obviate the need for the Company Board to make a Company Adverse Recommendation Change. (e) In the event that the Company, any Subsidiary of the Company or any of their respective Representatives receives from a Person or group of related Persons a Company Acquisition Proposal or any request for nonpublic information regarding the Company or any of its Subsidiaries from a third party that informs the Company that it is making or intends to make a Company Acquisition Proposal, the Company shall promptly (but in no event more than 48 hours following receipt of such Company Acquisition Proposal or such request for information) notify Parent of the receipt of such Company Acquisition Proposal or such request for information. Such notification shall include, to the extent then known, the identity of the parties and a copy of such Company Acquisition Proposal, which may be redacted to the extent necessary to protect confidential information of the business or operations of the Person making such Company Acquisition Proposal, or, if not made in writing, a written description of the material terms thereof, provided that the Company shall not be required to provide any such information to Parent to the extent that such disclosure is prohibited by the terms of any confidentiality agreement between the Company and any such Person entered into prior to the date hereof, provided, further, that the Company shall not be entitled to furnish any additional nonpublic information to or enter into any discussions or negotiations with any such Person submitting any such Company Acquisition Proposal as otherwise permitted by Section 5.2(b) (other than to request a waiver of any confidentiality restrictions limiting the provision of such information to Parent) prior to the provision of such information to Parent. The Company shall keep Parent reasonably apprised, on a reasonably current basis, of any material developments with respect to discussions and negotiations concerning any such Company Acquisition Proposal, including by providing a copy of all amendments to such Company Acquisition Proposal and drafts of proposed agreements in respect of such Company Acquisition Proposal. None of the Company or any of its Subsidiaries shall, after the date of this Agreement, enter into any confidentiality or similar agreement that would prohibit it from providing such information to Parent. (f) Nothing contained herein in this Section 5.2 shall prohibit the Company or the Company Board through its Representatives, directly or indirectly, from disclosing (i) issuing a “stop, look and listen” communication pursuant to its shareholders the statement required by Rule 14e-2(a14d-9(f) under the Exchange Act pending disclosure of its position thereunder or taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a), or making a statement contemplated by Rule 14d-9 under the Exchange Act or Item 1012(a) of Regulation M-A under the Exchange Act pending disclosure of its position thereunder, or (ii) making any disclosure to the stockholders of the Company if, in the good faith judgment of the Company Board (after consultation with outside counsel), the Company Board reasonably determines that failure to so disclose would be inconsistent with the duties of the members of the Company Board under applicable Law (for the avoidance of doubt, it being agreed that the issuance by the Company or the Company Board of a “stop, look and listen” statement pending disclosure of its position, as contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, shall not constitute a Company Adverse Recommendation Change); provided that (A) neither the Company nor the Company Board shall be permitted to recommend that the stockholders of the Company tender any securities in connection with any tender offer or exchange offer that is a Company Acquisition Proposal or otherwise effect a Company Adverse Recommendation Change with respect thereto, except as permitted by Section 5.2(d), and (B) any such disclosure that addresses the approval, recommendation or declaration of advisability by the Company Board with respect to an this Agreement or a Company Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause shall be deemed to be terminated any existing activitiesa Company Adverse Recommendation Change unless the Company Board, discussions or negotiations in connection with any other person such communication, publicly states that have been conducted heretofore its recommendation with respect to a potential Acquisition Proposal. Except in connection with a Superior Proposal, this Agreement and the transactions contemplated hereby has not changed or such disclosure refers to the prior recommendation of the Company agrees to enforce and not to waive or release Board, without disclosing any confidentiality agreements which any persons have entered into with the CompanyCompany Adverse Recommendation Change. (g) For purposes of this Agreement:

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior to Following the execution of this Agreement and in light of the Company's representations contained in Section 3.14Agreement, the Company agrees that it Acquired Companies shall, and shall notcause their respective directors, nor shall it permit any of its Subsidiaries officers and Key Employees to, nor and shall it authorize use their respective reasonable best efforts to cause any other of their respective Representatives to, (i) immediately cease and cause to be terminated all existing discussions or permit negotiations with any officer, director or employee of, Person conducted heretofore with respect to any Company Acquisition Proposal or any investment bankerproposal, attorney inquiry or other advisor offer that could reasonably be expected to lead to a Company Acquisition Proposal and (ii) request the prompt return or representative ofdestruction of all confidential information previously made available by it or on its behalf in connection with any actual or potential Company Acquisition Proposal. The Company shall not terminate, the waive, amend, release or modify in any respect any material provision of any confidentiality agreement to which any Acquired Company or any of its Subsidiaries to, directly Affiliates or indirectly, solicit or initiate, or encourage the submission of, any Acquisition Proposal, or participate in any negotiations regarding, or furnish Representatives is a party with respect to any person Company Acquisition Proposal or any information with respect toproposal, inquiry or take any other action to facilitate any inquiries or the making of any proposal offer that constitutes, or may could reasonably be expected to lead to, any to a Company Acquisition Proposal, and shall enforce, to the fullest extent permitted by applicable Law, the provisions of any such agreement; provided, however, that nothing the Company shall be entitled to waive any standstill provision included in any such confidentiality agreement or any standstill provision contained in this Agreement shall prevent the Board any standstill agreement to which any Acquired Company or any of Directors fromits Affiliates or Representatives is a party with respect to any Company Acquisition Proposal or any proposal, at any time prior inquiry or offer that could reasonably be expected to the Company Shareholder Approval, (A) providing information in response lead to a request therefor by a Person who has made an unsolicited bona fide written Company Acquisition Proposal if the Company Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisorthe Company’s outside legal counsel) that failure to waive such Acquisition Proposal, if accepted, is likely standstill would reasonably be expected to be consummated, taking into account all legal, financial and regulatory aspects inconsistent with its fiduciary duties to the stockholders of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person that have been conducted heretofore with respect to a potential Acquisition Proposal. Except in connection with a Superior Proposal, the Company agrees to enforce and not to waive or release any confidentiality agreements which any persons have entered into with the Companyapplicable Law.

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior (a) Notwithstanding anything to the execution contrary contained in this Agreement but subject to Section 6.5(e) and Section 6.5(g), during the period beginning on the date of this Agreement and in light of continuing until 11:59 p.m. (New York City time) on September 22, 2016 (the Company's representations contained in Section 3.14“Go Shop Period End Time”), the Company agrees that it Parties and their respective Representatives may and 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, have the Company or any of its Subsidiaries right to, directly or indirectly, solicit or : (i) initiate, solicit, encourage or encourage the submission of, any Acquisition Proposal, or participate in any 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 proposal, offer or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, including by way of (A) contacting third parties, (B) broadly disseminating public disclosure or (C) providing access to the properties, offices, assets, books, records and personnel of the Company and the Company Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements; provided, however, that nothing contained in this Agreement shall prevent the Board of Directors fromCompany has previously or concurrently furnished, at any time prior made available or provided access to such non-public information to the Company Shareholder Approval, (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to ParentParent Parties; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) enter into, continue or otherwise participate in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2) business days' advance written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person relating to, or in furtherance of such inquiries, proposals, offers or other person that have been conducted heretofore with respect actions or to a potential obtain, an Acquisition Proposal; (iii) release any Person from, or refrain from enforcing, any standstill agreement or similar obligation to the Company or any of the Company Subsidiaries; and (iv) disclose to the stockholders of the Company any information required to be disclosed under applicable Law; provided, however, that in the case of this clause (iv) such disclosure shall be deemed to be a Company Change in Recommendation if not accompanied by an express public re-affirmation of the Company Recommendation. Except For purposes of this Agreement, the term “Go Shop Bidder” shall mean any Person (including its controlled Affiliates and Representatives) that submits a proposal or offer regarding an Acquisition Proposal not later than the Go Shop Period End Time that has not been withdrawn and that the Company Special Committee determines prior to the Go Shop Period End Time (or in connection with the case of any Acquisition Proposal received less than two Business Days before the date of the Go Shop Period End Time, not later than two Business Days after the Go Shop Period End Time), has resulted in, or would be reasonably expected to result in, a Superior Proposal. No later than two Business Days after the Go Shop Period End Time, the Company agrees shall notify Parent in writing of the identity of each Go Shop Bidder and provide to enforce Parent (x) a copy of any related Acquisition Proposal made in writing and any other written material terms or proposals provided (including, to the extent not included therein, a copy of the acquisition agreement and any related transaction documents and financing commitments, if any) to waive the Company or release any confidentiality agreements which Company Subsidiary and (y) a written summary of the material terms of any persons have entered into with the Companyrelated Acquisition Proposal not made in writing (including any material terms proposed orally or supplementally).

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior to the execution of this Agreement and in light of the Company's representations contained in Section 3.14, the (a) No Solicitation or Negotiation. The Company agrees that that, except as expressly permitted by this Section 5.02, neither it 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, the Company or any of its Subsidiaries or its Subsidiaries’ officers, directors and employees shall, and it shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives are hereinafter referred to as its “Representatives”) not to, directly or indirectly, solicit or : (i) initiate, solicit, knowingly encourage or encourage the submission of, any Acquisition Proposal, or participate in any negotiations regarding, or furnish to any person any information with respect to, or take any other action to otherwise knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or may would reasonably be expected to lead to, any Company Acquisition Proposal; (ii) engage or otherwise participate in any discussions or negotiations relating to any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; providedor (iii) provide any information or data to any Person in connection with any Company Acquisition Proposal or any inquiry, however, proposal or offer that nothing contained in this Agreement shall prevent the Board of Directors from, at any time prior would reasonably be expected to the Company Shareholder Approval, (A) providing information in response lead to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (iv) otherwise knowingly facilitate any effort or (C) recommending such an Acquisition Proposal attempt to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the make a Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal. The Company shall, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing such information to, or entering into discussions or negotiations with, such Person, the Company shall provide two (2) business days' advance written notice cause its Subsidiaries and use its reasonable best efforts to Parent to the effect that it is furnishing information cause its Representatives to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or and negotiations with any other person that have been Person conducted heretofore with respect to any Company Acquisition Proposal, or proposal that would reasonably be expected to lead to a potential Company Acquisition Proposal. Except The Company will promptly inform the Persons referred to in the preceding sentence of the obligations undertaken in this Section 5.02. The Company will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making a Superior Proposal, Company Acquisition Proposal to return or destroy (as provided in the terms of such confidentiality agreement) all confidential information concerning the Company agrees or any of its Subsidiaries and promptly terminate all physical and electronic data access previously granted to enforce and not to waive or release any confidentiality agreements which any persons have entered into with the Companysuch Person.

Company Acquisition Proposals. In light of the consideration given by the Board of Directors of the Company prior (a) Subject to the execution of this Agreement and in light of the Company's representations contained in Section 3.145.3(c) through Section 5.3(f), the Company agrees that that, from the date of this Agreement until the Closing or, if earlier, the termination of this Agreement in accordance with ARTICLE VII, neither it shall not, nor shall it permit any of its Subsidiaries toshall, nor and that it shall it authorize or permit any officeruse its reasonable best efforts to cause its and its Subsidiaries' directors, director or employee ofofficers, or any employees, agents, investment bankerbankers, attorney or attorneys, accountants and other advisor or representative of, the Company or any of its Subsidiaries representatives ("Representatives") not to, directly or indirectly, (i) initiate or solicit or initiate, knowingly encourage or encourage the submission of, facilitate any Acquisition Proposal, or participate in any negotiations regarding, or furnish to any person any information inquiries with respect to, or take the making of, a Company Acquisition Proposal, (ii) engage in any negotiations concerning, or provide any confidential information or data regarding the Company or its Subsidiaries to any person relating to, a Company Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Company Acquisition Proposal or (iv) approve or recommend, or propose publicly 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 relating to any Company Acquisition Proposal (each a "Company Acquisition Agreement"), or (v) propose publicly or agree to do any of the foregoing relating to any Company Acquisition Proposal. (b) Subject to Section 5.3(c) through Section 5.3(f), prior to the Closing, neither the Company Board nor any committee thereof shall, directly or indirectly, (i) withdraw, withhold, modify or qualify, or publicly propose to withdraw, withhold, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (ii) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any Company Acquisition Proposal, (iii) in the event of the commencement of a tender offer or exchange offer for any outstanding shares of the Company's capital stock, fail to recommend against acceptance of such tender offer or exchange offer by the Company Stockholders within ten Business Days of the commencement thereof (for the avoidance of doubt, the taking of no position or a neutral position by the Company Board in respect of the acceptance of any tender offer or exchange offer by the Company Stockholders as of the end of the ten Business Day period shall constitute a failure to recommend against any such offer), or (iv) recommend that the Company Stockholders not adopt this Agreement or approve the Merger (any action described in clauses (i)-(iv) above being referred to facilitate any inquiries as an "Company Change of Recommendation"). (c) Nothing contained in this Agreement shall prevent the Company or the Company Board from (i) complying with its disclosure obligations under Rule 14d-9 and 14e-2 promulgated under the Exchange Act and (ii) making of any proposal disclosure to the Company's stockholders if the Company Board determines in good faith, after consultation with its outside legal counsel, that constitutes, the failure to make such disclosure would be inconsistent with its fiduciary duties or may reasonably be expected to lead to, any Acquisition Proposalapplicable Law; provided, however, that if any such public disclosure by the Company has the effect of a Company Change of Recommendation, Parent shall have the right to terminate this Agreement to the extent set forth in Section 7.1(d). (d) Notwithstanding the limitations set forth in Section 5.3(a) and Section 5.3(b), until the earlier of receipt of the Company Stockholder Approval and any termination of this Agreement pursuant to Section 7.1, if after the date of this Agreement the Company receives a written unsolicited bona fide Company Acquisition Proposal that the Company Board has determined in good faith, after consultation with its outside legal counsel and financial advisors (i) constitutes a Company Superior Proposal or (ii) could reasonably be expected to result in a Company Superior Proposal, then the Company, its Subsidiaries and its and their respective Representatives may, subject to Section 5.3(h), take the following actions: (A) furnish nonpublic information to the third party making such Company Acquisition Proposal, if, and only if, prior to furnishing such information, the Company receives from the third party an executed confidentiality agreement with provisions no less restrictive to such third party with respect to the use or disclosure of nonpublic information than the Confidentiality Agreement and (B) engage in discussions or negotiations with the third party with respect to such Company Acquisition Proposal. (e) Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall prevent the Company or the Company Board of Directors from, at any time prior to, but not after, the time of the receipt of the Company Stockholder Approval, in response to the receipt of a written unsolicited bona fide Company Shareholder ApprovalAcquisition Proposal after the date of this Agreement that did not result from a breach of this Section 5.3, (i) terminating this Agreement pursuant to Section 7.1(e) in order to enter into a definitive written agreement with respect to such Company Acquisition Proposal or (ii) effecting a Company Change of Recommendation, if, prior to taking any of the actions described in clauses (i) or (ii), (A) providing information the Company Board determines in response good faith, after consultation with its outside legal counsel and financial advisors, that (x) failure to a request therefor by a Person who has made an unsolicited bona fide written take such action would reasonably be expected to be inconsistent with the Company directors' fiduciary duties under applicable Law and (y) such Company Acquisition Proposal if (in the form, other than immaterial changes, that was the subject of the Superior Proposal Notice) constitutes a Company Superior Proposal, (B) Parent shall have received written notice (the "Superior Proposal Notice") of the Company's intention to take such action at least four Business Days prior to the taking of such action by the Company and (C) the Company Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard continues to believe, after taking into account any modifications to the terms of the transactions contemplated by this Agreement that are offered by Parent after its receipt of the Superior Proposal Notice, that such Company Acquisition Proposal continues to constitute a Company Superior Proposal. (f) (x) no less favorable Notwithstanding anything in this Agreement to the Company and (y) no less restrictive on the Person requesting such information than those contrary, nothing contained in the Confidentiality this Agreement from shall prevent the Company to Parent; (B) engaging in Board from, at any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to time prior to, but not after, the shareholders time of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors receipt of the Company Stockholder Approval, effecting a Company Change of Recommendation (other than in response to the receipt or making of a Company Acquisition Proposal, which shall be subject to Section 5.3(e)) if, prior to taking such action, the Company Board determines in good faith faith, after consultation with its outside legal counsel counsel, that failure to take such action would create a reasonable possibility of a breach of their respective be inconsistent with the Company directors' fiduciary duties under applicable law Law; provided, however that (i) Parent shall have received written notice (a "Board Recommendation Notice") of the Company Board's intention to take any such action at least four Business Days prior to the taking of such action by the Company Board and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (Board continues to believe, after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial and regulatory aspects any modifications to the terms of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction transactions contemplated by this Agreement (any that are offered by Parent after its receipt of such more favorable Acquisition Proposal being referred Board Recommendation Notice that failing to in this Agreement as a "Superior Proposal"), provided further that prior to initially furnishing take such information to, or entering into discussions or negotiations with, such Person, action would be inconsistent with the Company shall provide two directors' fiduciary duties under applicable Law. (2g) business days' advance written notice to Parent to the effect The Company agrees that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five its Subsidiaries will (5i) business days' advance notice (which notice shall include the terms and conditions of such proposal) of the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person (other person that have been than the parties) conducted heretofore prior to the date of this Agreement with respect to any Company Acquisition Proposal and (ii) request each third party that has heretofore executed a potential confidentiality agreement that relates to a Company Acquisition Proposal (other than Parent) to return or destroy all confidential information regarding the Company or its Subsidiaries heretofore furnished to such third party by the Company or on its behalf. The Company agrees that it and its Subsidiaries will take the necessary steps to promptly inform its and its Subsidiaries' Representatives of the obligations undertaken in this Section 5.3. (h) From and after the date of this Agreement, the Company shall promptly orally notify Parent of any request for information or any inquiries, proposals or offers relating to a Company Acquisition Proposal indicating, in connection with such notice, the name of such person making such request, inquiry, proposal or offer and the material terms and conditions of any proposals or offers and the Company shall provide to Parent written notice of any such inquiry, proposal or offer within 48 hours of such event and copies of any written or electronic correspondence to or from any person making a Company Acquisition Proposal. Except in connection with a Superior The Company shall keep Parent informed orally, as soon as is reasonably practicable, of the status of any Company Acquisition Proposal, including with respect to the status and terms of any such proposal or offer and whether any such proposal or offer has been withdrawn or rejected and the Company shall provide to Parent written notice of any such withdrawal or rejection and copies of any written proposals or requests for information within 48 hours. The Company also agrees to enforce and provide any information to Parent (not previously provided to waive or release any confidentiality agreements which any persons have entered into Parent) that it is providing to another person pursuant to this Section 5.3 at substantially the same time it provides such information to such other person. All information provided to Parent under this Section 5.3 shall be kept confidential by Parent in accordance with the Companyterms of the Confidentiality Agreement. (i) For purposes of this Agreement:

Company Acquisition Proposals. In light of the consideration given (a) Except as expressly permitted by the Board of Directors of the Company prior to this Section 5.3, from all times commencing with the execution and delivery of this Agreement and continuing until the termination of this Agreement in light of accordance with its terms (the Company's representations contained in Section 3.14“No-Shop Period”), the Company agrees that it shall and its Subsidiaries will not, nor shall it and the Company will not authorize, direct or knowingly permit any of its Subsidiaries Representatives 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(i) initiate, solicit or initiateknowingly encourage the making of any proposal or offer that constitutes, or encourage the submission ofwould reasonably be expected to result in, any a Company Acquisition Proposal, (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to with any person any information Person with respect to, or take provide any other action non-public information or data concerning the Company or its Subsidiaries to facilitate any inquiries or the making of Person relating to, any proposal or offer that constitutes, or may would reasonably be expected to lead result in, a Company Acquisition Proposal (for avoidance of doubt, it being understood that the foregoing will not prohibit the Company or the Company’s Representatives from making such Person aware of the restrictions of this Section 5.3 in response to the receipt of a Company Acquisition Proposal), (iii) 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 agreement (other than an Acceptable Company Confidentiality Agreement) relating to a Company Acquisition Proposal (an “Alternative Company Acquisition Agreement”), or (iv) authorize, adopt, approve or recommend or publicly propose to authorize, adopt, approve or recommend to the Company Stockholders, or submit to the Company Stockholders for a vote at any stockholder meeting, any Company Acquisition Proposal. Immediately after the execution of this Agreement, the Company will, and will cause its Subsidiaries and Representatives to, cease any discussions or negotiations with any Person with respect to any Company Acquisition Proposal; provided, however, that nothing . (b) Notwithstanding anything to the contrary contained in this Agreement shall prevent the Board of Directors fromSection 5.3(a), at any time prior to receipt of the Company Shareholder Stockholder Approval, if the Company receives a bona fide Company Acquisition Proposal from any Person that did not result from a material breach of Section 5.3(a), the Company and its Representatives may contact such Person to clarify the terms and conditions thereof and (i) the Company and its Representatives may provide information (including non-public information and data) regarding, and afford access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to such Person if the Company receives from such Person (or has received from such Person) an executed Acceptable Company Confidentiality Agreement, provided that the Company will promptly (and in any event within 24 hours) make available to Parent any non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent and (ii) the Company and its Representatives may engage in, enter into, continue or otherwise participate in any discussions or negotiations with such Person with respect to such Company Acquisition Proposal, as long as (A) providing the Company has not materially breached Section 5.3(a) with respect to such Company Acquisition Proposal and (B) prior to taking any action described in clauses (i) or (ii) above, the Company Board determines in good faith that (1) such Company Acquisition Proposal either constitutes a Company Superior Proposal or would reasonably be expected to result in a Company Superior Proposal and (2) the failure to participate in such discussions or negotiations or furnish such information would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law. (c) During the No-Shop Period, the Company will promptly after knowledge by the Company of receipt (and in response any event within 24 hours after knowledge of receipt), notify Parent both orally and in writing of the receipt by the Company of any Company Acquisition Proposal or any request for information from, or any negotiations sought to be initiated or resumed with, either the Company or its Representatives concerning a Company Acquisition Proposal, which notice will include a written summary of the material terms of any Company Acquisition Proposal not made in writing or any such inquiry or request and provide a copy of such Company Acquisition Proposal (if made in writing). The Company will keep Parent reasonably informed on a prompt basis (and in any event within 24 hours after knowledge of receipt) of any material developments regarding any Company Acquisition Proposal. (d) Except as set forth in this Section 5.3(d), the Company Board will not (i) (A) change, withhold, withdraw, qualify or modify, in a manner adverse to Parent (or publicly propose or resolve to change, withhold, withdraw, qualify or modify), the Company Recommendation, (B) fail to include the Company Recommendation in the Proxy Statement/Prospectus, (C) publicly approve or recommend, or publicly propose to approve or recommend to the Company Stockholders, a Company Acquisition Proposal, or (D) if (1) a tender offer or exchange offer for shares of capital stock of the Company that constitutes a Company Acquisition Proposal is commenced or (2) a Company Acquisition Proposal is otherwise publicly announced, fail to recommend against acceptance of such tender offer or exchange offer by the Company Stockholders or against such Company Acquisition Proposal within 10 Business Days after commencement or announcement thereof (any of the foregoing, a “Company Change of Recommendation”) or (ii) authorize, adopt, approve or publicly propose to authorize, adopt or approve or recommend, or enter into, any Alternative Company Acquisition Agreement (x) constituting or relating to a request therefor Company Acquisition Proposal or (y) requiring the Company to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, the Company Board may (I) without excluding the Company Board’s right to act in accordance with clause (II), effect a Person who has made an unsolicited bona fide written Company Change of Recommendation that does not relate to a Company Acquisition Proposal if the Company Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the Acquisition Proposal) (x) no less favorable to the Company and (y) no less restrictive on the Person requesting such information than those contained in the Confidentiality Agreement from the Company to Parent; (B) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (A), (B) or (C) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that failure to take such action would create a reasonable possibility of a breach of their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors of the Company determines in good faith (after consultation with its financial advisoroutside legal counsel) that, as a result of an event, development or change in circumstances that such Acquisition Proposal, if accepted, is likely to be consummated, taking into account all legal, financial occurs or arises after the execution and regulatory aspects delivery of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable other than a Company Acquisition Proposal) that was not known (or the consequences of which were not known) to the Company Board prior to the execution and delivery of this Agreement (a “Company Intervening Event”), the failure to effect a Company Change of Recommendation would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (II) without excluding the Company Board’s right to act in accordance with clause (I), effect a Company Change of Recommendation if the Company receives a Company Acquisition Proposal being referred and the Company Board determines in good faith (after consultation with outside counsel and its financial advisors) that the Company Acquisition Proposal constitutes a Company Superior Proposal and that the failure to effect a Company Change of Recommendation would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that the Company Board may take the actions described in (1) clause (II) only if the Company (A) has not materially breached Section 5.3(a), Section 5.3(b) or Section 5.3(c) with respect to such Company Acquisition Proposal and (B) terminates this Agreement as a "Superior Proposal"), provided further that prior pursuant to initially furnishing such information to, or Section 7.3(a) concurrently with entering into discussions or negotiations with, such Person, Alternative Company Acquisition Agreement and pays the Company shall provide two Termination Fee in compliance with Section 7.5(b) and (2) business days' advance clauses (I) or (II) if: (y) the Company has provided prior written notice to Parent to the effect that it is furnishing information to, or entering into negotiations with, a Person. The Company shall notify Parent orally and in writing of the fact that it received inquiries, offers or proposals with respect to an Acquisition Proposal, within 24 hours after the Company obtains Knowledge of the receipt thereof, and shall give Parent five (5) business days' advance notice (which notice shall include itself will not constitute a Company Change of Recommendation) of its or the terms and conditions Company Board’s intention to take such actions at least four Business Days in advance of taking such action, which notice will specify, as applicable, the material circumstances of such proposal) of Company Intervening Event or the Company's intent to enter into a definitive agreement with respect to a Superior Proposal. Nothing contained herein shall prohibit the Company from disclosing to its shareholders the statement information and documents required by Rule 14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by means of a tender offer. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other person that have been conducted heretofore with respect furnished pursuant to a potential Acquisition Proposal. Except in connection with a Superior Proposal, the Company agrees to enforce and not to waive or release any confidentiality agreements which any persons have entered into with the Company.Section 5.3(c); and