Common use of Confidentiality; Public Announcements Clause in Contracts

Confidentiality; Public Announcements. (a) The Company, its Board of Directors and the Shareholders will hold in confidence all discussions and negotiations with Parent relating to the acquisition of the assets or any equity interest in the Company by Parent except for disclosure of such discussions and negotiations to its employees, legal counsel, accountants and other advisors necessary in connection with such acquisition and except for such disclosure as may be necessary pursuant to applicable securities laws or as may be required of, or advisable for, the Company's officers and directors to make in the exercise of their fiduciary duties, as advised by the Company's counsel. In addition, from the date of this Agreement until the Closing Date, the Company, the Shareholders and their respective representatives will hold in confidence and not use any information obtained from Parent that is not publicly available except for disclosures of such information to sources of financing necessary in connection with this Agreement, which disclosures shall only be made subject to a reasonable form of confidentiality agreement customary in the industry. In the event that this Agreement is terminated, all information obtained by the Company, the Shareholders and their respective Representatives from Parent that is not publicly available will be returned to Parent and will continue to be kept in confidence and not used by the Company, the Shareholders and their respective Representatives; and all information obtained by Parent and Merger Sub and their respective Representatives from the Company, and the Shareholders that is not publicly available will be returned to Company and the Shareholders, respectively, and will continue to be kept in confidence and not used by Parent and Merger Sub and their respective Representatives. (b) (i) None of the Company or the Shareholders shall (and the Company shall not permit any of its Representatives to) issue any press release or make any public statement regarding this Agreement or the Merger, or regarding any of the other transactions contemplated by this Agreement, without Parent's prior written consent, and (ii) Parent will use reasonable efforts to consult with the Company prior to issuing any press release or making any public statement regarding the Merger.

Confidentiality; Public Announcements. (a) The Company, its Board of Directors Parent and the Shareholders will hold in confidence all discussions Company hereby acknowledge and negotiations with Parent relating agree to the acquisition of the assets or any equity interest in the Company by Parent except for disclosure of such discussions and negotiations to its employees, legal counsel, accountants and other advisors necessary in connection with such acquisition and except for such disclosure as may be necessary pursuant to applicable securities laws or as may be required of, or advisable for, the Company's officers and directors to make in the exercise of their fiduciary duties, as advised by the Company's counsel. In addition, from the date of this Agreement until the Closing Date, the Company, the Shareholders and their respective representatives will hold in confidence and not use any information obtained from Parent that is not publicly available except for disclosures of such information to sources of financing necessary in connection with this Agreement, which disclosures shall only be made subject to a reasonable form of confidentiality agreement customary in the industry. In the event that this Agreement is terminated, all information obtained by the Company, the Shareholders and their respective Representatives from Parent that is not publicly available will be returned to Parent and will continue to be kept in confidence and not used bound by the CompanyMutual Confidentiality Agreement dated as of May 27, the Shareholders 2010, by and their respective Representatives; and all information obtained by between Parent and Merger Sub and their respective Representatives from the CompanyCompany (the “Confidentiality Agreement”), and which shall survive the Shareholders that is not publicly available will be returned to Company and the Shareholders, respectively, and will continue to be kept in confidence and not used by Parent and Merger Sub and their respective Representativestermination of this Agreement. (b) (i) None The initial press release relating to this Agreement shall be a joint press release, the text of which has been agreed by each of Parent and the Company. The Company or the Shareholders shall (not, and the Company shall not permit any cause each of its Representatives and the other Acquired Companies (and each of their respective Representatives) not to) , directly or indirectly, issue any press release or make any other public statement regarding relating to the terms of this Agreement or the Merger, or regarding any of the other transactions contemplated by this Agreement, without hereby or use Parent's prior written consent, and (ii) ’s name or refer to Parent will use reasonable efforts to consult directly or indirectly in connection with Parent’s relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior to issuing written approval of Parent, unless required by Applicable Law. Parent shall not, and Parent shall cause each of its Representatives and the other Acquired Companies (and each of their respective Representatives) not to, directly or indirectly, issue any press release or making any other public statement regarding relating to the Mergerterms of this Agreement or the transactions contemplated hereby or use Company’s name or refer to Company directly or indirectly in connection with Company’s relationship with Parent in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of the Company, unless required by Applicable Law. The restrictions set forth in this Section 7.03 shall not apply to any release, announcement or disclosure made or proposed to be made by the Company with respect to an Acquisition Proposal, Intervening Event, Change of Board Recommendation or Superior Proposal.

Confidentiality; Public Announcements. (a) The Company, its Board of Directors and Each Party acknowledges that the Shareholders will hold in confidence all discussions and negotiations with Parent relating information provided to the acquisition of the assets or any equity interest in the Company by Parent except for disclosure of such discussions and negotiations to its employees, legal counsel, accountants and other advisors necessary in connection with such acquisition and except for such disclosure as may be necessary pursuant to applicable securities laws or as may be required of, or advisable for, the Company's officers and directors to make in the exercise of their fiduciary duties, as advised it by the Company's counsel. In addition, from the date of this Agreement until the Closing Date, the Company, the Shareholders and their respective representatives will hold in confidence and not use any information obtained from Parent that is not publicly available except for disclosures of such information to sources of financing necessary other Parties or its Representatives in connection with this Agreement and the Transactions is subject to the terms of the Confidentiality Agreement, which disclosures such terms are hereby incorporated herein by reference and shall only be made subject to a reasonable form of confidentiality agreement customary continue in full force and effect until the industryClosing, at which time the Confidentiality Agreement shall terminate. In the event that If this Agreement is terminatedis, all information obtained by for any reason, terminated prior to the CompanyClosing, then the Shareholders Confidentiality Agreement shall continue in full force and their respective Representatives from Parent that is not publicly available will be returned to Parent and will continue to be kept effect in confidence and not used by the Company, the Shareholders and their respective Representatives; and all information obtained by Parent and Merger Sub and their respective Representatives from the Company, and the Shareholders that is not publicly available will be returned to Company and the Shareholders, respectively, and will continue to be kept in confidence and not used by Parent and Merger Sub and their respective Representativesaccordance with its terms. (b) For a period of three years after the Closing Date, each Seller shall hold and shall cause its Affiliates to hold, and shall use reasonable best efforts to cause its and their respective Representatives to hold, in confidence any and all information, whether written or oral, related to the Group Companies or their respective businesses, (i) None except to the extent that such information (A) is generally available to or known by the public through no fault of it, its Affiliates or their respective Representatives or (B) is lawfully acquired by it, its Affiliates or their respective Representatives from and after the Company Closing from sources which are not known by Sellers to be prohibited from disclosing such information by nondisclosure obligations or the Shareholders shall (and the Company shall not permit any of its Representatives to) issue any press release or make any public statement regarding this Agreement or the Mergerduties, or regarding any of the other transactions contemplated by this Agreement, without Parent's prior written consent, and (ii) Parent will unless and to the extent it determines that disclosure of such information is required by applicable Law, the SEC or the rules of any stock exchange or national market system or in the event the recipient thereof is subject to appropriate nondisclosure obligations or duties. If a Seller determines that disclosure of such information is required by applicable Law, such Seller shall use its reasonable best efforts consistent with applicable Law to consult with Buyer with respect thereto and to obtain appropriate confidential treatment, if available, of such information as Buyer may reasonably request and at Buyer’s cost. (c) For a period of three years after the Company prior Closing Date, Buyer shall hold and shall cause its Affiliates to issuing hold, and shall use reasonable best efforts to cause its and their respective Representatives to hold, in confidence any and all information, whether written or oral, related to each Seller and its Affiliates and their respective businesses (other than to the extent such information is related to the Group Companies and their respective businesses), (i) except to the extent that such information (A) is generally available to or known by the public through no fault of Buyer, its Affiliates or their respective Representatives or (B) is lawfully acquired by Buyer, its Affiliates or their respective Representatives from and after the Closing from sources which are not known by Buyer to be prohibited from disclosing such information by nondisclosure obligations or duties, or (ii) unless Buyer determines that disclosure of such information is required by applicable Law, the SEC or the rules of any stock exchange or national market system or in the event the recipient thereof is subject to appropriate nondisclosure obligations or duties. (d) Notwithstanding anything to the contrary in this Section 6.5, Parent shall be permitted to issue a press release or making any public statement regarding following the Mergerexecution of this Agreement. Prior to the issuance of such press release, Parent will give Sellers the opportunity to review and comment upon such press release.

Confidentiality; Public Announcements. (a) The Company, its Board of Directors and the Shareholders will hold in confidence all discussions and negotiations with Parent relating to the acquisition of the assets or any equity interest in the Company by Parent except for disclosure of such discussions and negotiations to its employees, legal counsel, accountants and other advisors necessary in connection with such acquisition and except for such disclosure as may be necessary pursuant to applicable securities laws or Except as may be required of, or advisable forin performance of the covenants set forth in Sections 7.01 and 7.02, the Company's officers information obtained pursuant to Sections 5.04 and directors 6.01 or pursuant to make the negotiation and execution of this Agreement or the effectuation of the transactions contemplated hereby shall be governed by the terms of the Confidentiality Agreement dated as of June 2, 2003 by and between the Buyer and Parent (the “Confidentiality Agreement”). Buyer and Parent shall continue to be bound by all of the provisions of the Confidentiality Agreement, provided that effective upon Closing, the Confidentiality Agreement shall continue to apply to confidential information of Seller (if the Parent Election has been made), the Company and the Subsidiaries, only to the extent such information relates to Parent (and, if the Parent Election has not been made, Seller). At the Closing, Parent and, unless the Parent Election has been made, Seller shall assign, and Buyer shall accept, all of Parent’s (and Seller’s, if applicable) rights and obligations under confidentiality agreements of like tenor with the Confidentiality Agreement entered into by Parent (and Seller, if applicable) with other Persons in connection with Parent’s efforts to sell Seller’s interests in the exercise Company. Buyer and Parent shall issue a mutually acceptable joint press release regarding the transactions contemplated by this agreement, and Buyer hereby consents to Parent’s filing of their fiduciary dutiessuch press release and a copy of this Agreement on an appropriate report with the Securities and Exchange Commission, in each case, as advised by the Company's counsel. In addition, from promptly as practicable on or after the date of this Agreement until the Closing DateAgreement. Neither Buyer, the Company, the Shareholders and their respective representatives will hold in confidence and not use Parent nor Seller shall issue any information obtained from Parent that is not publicly available except for disclosures of such information other press release or public announcement related to sources of financing necessary in connection with this Agreement, which disclosures shall only be made subject to a reasonable form of confidentiality agreement customary in the industry. In the event that this Agreement is terminatedor the transactions contemplated herein, all information obtained by or prior to the CompanyClosing, any other announcement or communication to the Shareholders and their respective Representatives from Parent that is not publicly available will be returned to Parent and will continue to be kept in confidence and not used by the Companyemployees, the Shareholders and their respective Representatives; and all information obtained by Parent and Merger Sub and their respective Representatives from the Company, and the Shareholders that is not publicly available will be returned to Company and the Shareholders, respectively, and will continue to be kept in confidence and not used by Parent and Merger Sub and their respective Representatives. (b) (i) None customers or suppliers of the Company or any Subsidiary without the Shareholders joint approval of the Buyer and Parent, unless required by law based upon advice of counsel, in which case the Buyer and Parent shall (and have the Company shall not permit right to review such press release, announcement or communication prior to its issuance, distribution or publication. Notwithstanding any other provision of its Representatives to) issue any press release or make any public statement regarding this Agreement or to the Mergercontrary, or regarding any the parties shall be permitted to disclose the tax treatment and tax structure of the other transactions contemplated by this Agreement (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure to the extent nondisclosure is reasonably necessary to comply with applicable federal or state securities laws and without disclosure of identifying information or, except to the extent relating to such tax structure or tax treatment, any nonpublic commercial or financial information). Moreover, notwithstanding any other provision of this Agreement, without Parent's prior written consent, and (ii) Parent will use reasonable efforts there shall be no limitation on either party’s ability to consult with any tax adviser, whether or not independent from the Company prior to issuing any press release or making any public statement parties, regarding the Mergertax treatment or tax structure of the transactions contemplated hereby.

Confidentiality; Public Announcements. (a) The CompanyQSG, its Board of Directors and the Shareholders each Shareholder will hold in confidence all discussions and negotiations with Parent relating to the acquisition of the assets or any equity interest in the Company QSG by Parent except for disclosure of such discussions and negotiations to its employees, customers and suppliers, legal counsel, accountants and other advisors necessary in connection with such acquisition and except for such disclosure as may be necessary pursuant to applicable securities laws or as may be required of, or advisable for, the CompanyQSG's officers and directors to make in the exercise of their fiduciary duties, as advised by the CompanyQSG's counsel. In addition, from the date of this Agreement until the Closing Date, the CompanyQSG, the Shareholders each Shareholder and their respective representatives will hold in confidence and not use any information obtained from Parent that is not publicly available except for disclosures of such information to sources of financing necessary in connection with this Agreement, which disclosures shall only be made subject to a reasonable form of confidentiality agreement customary in the industry. In the event that this Agreement is terminated, all information obtained by the CompanyQSG, the Shareholders each Shareholder and their respective Representatives from Parent that is not publicly available will be returned to Parent and will continue to be kept in confidence and not used by the CompanyQSG, the Shareholders each Shareholder and their respective Representatives; and all information obtained by Parent and Merger Sub and their respective Representatives from the Company, QSG and the Shareholders each Shareholder that is not publicly available will be returned to Company QSG and the Shareholderseach Shareholder, respectively, and will continue to be kept in confidence and not used by Parent and Merger Sub and their respective Representatives. (b) (i) None of the Company Parent, QSG or the Shareholders each Shareholder shall (and the Company each of them shall not permit any of its their respective Representatives to) issue any press release or make any public statement regarding this Agreement or the Merger, or regarding any of the other transactions contemplated by this Agreement, without Parent's the other parties' prior written consent, and (ii) Parent will use reasonable efforts to consult with the Company prior to issuing any press release or making any public statement regarding the Merger.