Common use of General Prohibitions Clause in Contracts

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, the Company shall not, nor shall it authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, or knowingly encourage or facilitate, any inquiries with respect to or the making of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the same, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposal, furnish to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made, or has informed the Company of any intention to make, or who has publicly announced an intention to make, a Takeover Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameCompany Acquisition Proposal, (ii) enter into or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations regarding any Takeover Proposal, furnish to with any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced an intention to makemade, a Takeover Company Acquisition Proposal, (iiiiv) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, make a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred fail to in Section 6.3(b)) enforce or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its SubsidiariesSubsidiaries unless the Board of Directors of the Company determines after consulting with its outside legal counsel that the failure to waive such provision would be inconsistent with its fiduciary duties under Applicable Law; provided, that the Company shall not enforce and hereby waives any provision of any such agreement that would prohibit a third party from communicating confidentially a Company Acquisition Proposal to the Company’s Board of Directors, (vi) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (vii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to a Company Acquisition Proposal (other than a confidentiality agreement to the extent contemplated by Section 6.03(b)); provided that (so long as the Company and its Representatives have otherwise complied with this Section 6.03) none of the foregoing shall prohibit the Company and its Representatives from, at any time prior to the Company Stockholder Approval, participating in discussions with any Persons or group of Persons who has made a Company Acquisition Proposal after the date of this Agreement solely to request the clarification of the terms and conditions thereof so as to determine whether the Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal, and any such actions shall not be a breach of this Section 6.03(a). Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisorsagents, agents advisors or representatives (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiateinitiate or take any action to knowingly facilitate or encourage (including by way of furnishing non-public information) the submission of any Acquisition Proposal, or knowingly encourage or facilitate, any inquiries with respect to inquiry or the making of any proposal that constitutes or is could reasonably likely be expected to lead to a Takeover Proposal or any public announcement by any Third Party to, the submission of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed or, to the Company of any intention Company’s Knowledge, is seeking to make, or who has publicly announced an intention to make, a Takeover Acquisition Proposal, (iii) recommend(A) fail to make, withdraw, modify or qualify in any manner adverse to Parent the Company Board Recommendation, or (B) approve, adopt or approverecommend, or publicly propose to recommendapprove, adopt or approverecommend, an Acquisition Proposal or announce that an Acquisition Proposal constitutes a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take Superior Proposal (any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing described in this clause (iii), a A) or (B) being referred to as an “Company Adverse Recommendation Change”), (iv) take agree to or enter into any action to make the provisions agreement in principle, letter of any “fair price,” “moratorium,” “control share acquisition,” “business combination” intent, memorandum of understanding, term sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL)Contract providing for, with respect to, or in connection with, any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Acquisition Proposal, or (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to which the Company is a party to any class of equity securities Person. The Company agrees that any violations of the Company or restrictions set forth in this Section 6.03 by any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries Representatives shall be deemed to be a breach of this Agreement (including this Section 6.36.03) by the Company.

General Prohibitions. Subject to The Company, its Subsidiaries and except as permitted by Sections 6.3(bthe persons specified on Section 6.04(a) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective TimeCompany Disclosure Schedule (such persons, the Company “Specified Persons”) shall not, nor and the Company and its Subsidiaries shall it not authorize or permit any of its Subsidiaries or direct any of its or their respective other directors, officers or employees toofficers, and the Company shall use its reasonable best efforts to cause its employees, investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisorsagents, agents auditors, advisors or other representatives (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, propose, seek or take any action for the purpose of the making, submission or announcement of, or knowingly encourage or facilitate, any inquiries with respect to assist, induce or encourage the making of making, submission or announcement of, any proposal that constitutes constitutes, or is that would reasonably likely be expected to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the samean Acquisition Proposal, (ii) enter into or into, engage in, participate in or maintain or continue any discussions or negotiations regarding any Takeover Proposalwith, furnish to any Third Party any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books books, records or records other non-public information of the Company or any of its SubsidiariesSubsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate facilitate, induce or encourage encourage, any effort by, by any Third Party that has made, or has informed the Company of any intention to make, or who has publicly announced concerning an intention to make, a Takeover Acquisition Proposal, (iii) (A) fail to make, qualify, withdraw, withhold, amend or modify in a manner adverse to Parent or Merger Subsidiary, or propose publicly to qualify, withdraw, withhold, amend or modify, the Company Board Recommendation, (B) adopt, endorse, approve or recommend, adopt or approvepropose publicly to adopt, endorse, approve or publicly propose to recommend, adopt or approve, a Takeover any Acquisition Proposal, (C) publicly make any recommendation in connection with a tender offer or exchange offer other than a recommendation against such offer or a “stop, look and listen” communication by the Board of Directors (or a committee thereof) to the stockholders of the Company pursuant to Rule 14d-9(f) promulgated under the 1934 Act (or any substantially similar communication) (it being understood that the Board of Directors (or a committee thereof) may refrain from taking a position with respect to an Acquisition Proposal until the close of business on the tenth Business Day after the commencement of a tender or exchange offer in connection with such Acquisition Proposal without such action being considered a violation of this Section 6.04), (D) subject to clause (C), following the date on which any Acquisition Proposal or material modification thereto is first made public, fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with issue a press release reaffirming the Company Offer Board Recommendation within five Business Days after a written request by Parent to do so (it being understood that the Company will not be obligated to issue such a press release on more than five occasions) or (E) fail to include the Company Merger Board Recommendation in the Company Proxy Statement that is mailed to the Company’s stockholders (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving approve any transaction for purposes of under, or approving a Third Party any Person becoming an “interested stockholder” under under, Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover ProposalDelaware Law, (v) enter into submit any Takeover Acquisition Proposal or any matter related thereto to the vote of the stockholders of the Company, or (vi) authorize or commit to do any of the foregoing. It is agreed that (a) any action taken by a Representative of the Company (other than a confidentiality agreement of the type referred to in Section 6.3(b)Specified Person) that is authorized or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of directed by the Company or any Specified Person or that a Specified Person is made aware of its Subsidiaries. Without limiting and does not take action to cease and that, if taken by the foregoingCompany, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be would constitute a breach of this Section 6.36.04, will be deemed to constitute a breach by the Company of this Section 6.04; and (b) any action taken by a Specified Person and that, if taken by the Company, would constitute a breach of this Section 6.04, will be deemed to constitute a breach by the Company of this Section 6.04. Notwithstanding anything to the contrary in this Section 6.04, neither (1) the determination in itself by the Board of Directors (or any committee thereof) that an Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal nor (2) the delivery in itself by the Company to Parent of any notice contemplated by Section 6.04(c) will constitute an Adverse Recommendation Change or violate this Section 6.04(a).

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)make, withdraw or modify or resolve in a manner adverse to take any action or make any public statement inconsistent with Parent the Company Offer Board Recommendation (or Company Merger Recommendation recommend an Acquisition Proposal) (any of the foregoing in this clause (iii‎(iii), a an “Company Adverse Recommendation Change”), ) or (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other than a confidentiality agreement of similar instrument relating to an Acquisition Proposal; provided, however, that, notwithstanding anything to the type referred contrary in this Agreement, the parties understand and agree that the Board has waived prior to entry into this Agreement any provisions in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect agreements to any class of equity securities of which the Company or any of and/or its Subsidiaries. Without limiting Subsidiary(ies) are a party that prohibit the foregoing, it is agreed that any violation of the restrictions on counterparty thereto from confidentially requesting the Company set forth to amend or waive the standstill provision in such agreement (i.e., a “don’t ask to waive” provision) to the preceding sentence by any Representative of extent necessary (and only to such extent) to enable such counterparty to communicate confidentially an Acquisition Proposal to the Company or any of its Subsidiaries shall be a breach of this Section 6.3Board.

General Prohibitions. Subject to From and except as permitted by Sections 6.3(b) and 6.3(h), after the date hereof until the earlier to occur of the Acceptance Time or the date of termination of this Agreement pursuant to in accordance with Article VIII hereof and the Effective Time11, neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisorsagents, agents advisors or other representatives (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into into, engage in or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any nonpublic information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)(A) qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Board Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal, or resolve to take any action or such action, (C) publicly make any public statement inconsistent recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or a temporary “stop, look and listen” communication by the Board of Directors of the type contemplated by Rule 14d-9(f) under the 1934 Act; (D) other than with respect to a tender or exchange offer described in clause ‎(C), following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Offer Board Recommendation within ten Business Days after a request by Parent to do so (provided the Company shall not be required to issue more than one such press release in response to any Acquisition Proposal or any material modification thereto) or (E) fail to include the Company Merger Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), or (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other than a confidentiality agreement of the type referred Contract relating to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiariesan Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in this Section by any Subsidiary of the preceding sentence by Company or any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except Except as permitted by Sections 6.3(b) and 6.3(h)set forth in this ‎Section 6.03, the Company agrees that from the date hereof until the earlier of Effective Time or, if earlier, the termination of this Agreement pursuant to Article VIII hereof and the Effective Timein accordance with ‎Section 10.01, neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, initiate or take any other action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or (A) fail to make in accordance with Section 6.1(a)(ii)make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation, (B) recommend an Acquisition Proposal or resolve to take any action or make any public statement inconsistent with the Company Offer Board Recommendation or Company Merger (C) fail to recommend against any Acquisition Proposal subject to Regulation 14D under the 1934 Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Acquisition Proposal (any of the foregoing in this clause (iii‎(iii), a an “Company Adverse Recommendation Change”), (iv) take any action fail to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” enforce or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3‎Section 6.03(a) by the Company.

General Prohibitions. Subject to and except Except as expressly permitted by Sections 6.3(b) and 6.3(hSection 7.4(b), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or the making by any Person (other than Parent and its Affiliates) of any inquiry, proposal or offer that constitutes or is would reasonably likely be expected to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into into, continue, or otherwise participate in any discussions or negotiations regarding with any Takeover Proposal, furnish to any Third Party any non-public information Person (whether orally or in writingother than Parent and its Affiliates) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company an inquiry or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover obtain an Acquisition Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made, or has informed the Company of any intention to make, or who has publicly announced an intention to make, a Takeover Proposal, (iii) recommendenter into any agreement, adopt understanding or approvearrangement with respect to any Acquisition Proposal or enter into any agreement or agreement in principle that would reasonably be expect to require the Company to abandon, or publicly propose to recommend, adopt or approve, a Takeover Proposal, terminate or fail to make in accordance with Section 6.1(a)(ii), withdraw consummate the Transactions or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”)breach its obligations hereunder, (iv) take any action subject to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL7.4(e), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting , or (v) resolve or propose to do any of the foregoing. The Company shall take, it and shall cause its Subsidiaries to take, all actions reasonably necessary to cause its Representatives to immediately cease any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives and its financing sources conducted prior to the date hereof with respect to any Acquisition Proposal. The Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal, if any, to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company and its Subsidiaries. Except as expressly permitted by Section 7.4(d), neither the Company Board nor any committee thereof shall (A) fail to make, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw (or not continue to make), qualify or modify) in a manner adverse to Parent the Company Board Recommendation, (B) adopt, approve or recommend or propose to adopt, approve or recommend (publicly or otherwise) any Acquisition Proposal, (C) (x) fail to publicly recommend against any Acquisition Proposal or (y) fail to publicly reaffirm the Company Board Recommendation, in each case of (x) and (y) within three (3) Business Days after Parent so requests in writing, (D) fail to recommend against any Acquisition Proposal subject to Regulation 14D under the Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within three (3) Business Days after the commencement of such Acquisition Proposal, or (E) fail to include the Company Board Recommendation in favor of approval and adoption of this Agreement and the Merger in the Proxy Statement (any action described in the foregoing clauses (A) through (E), an “Adverse Company Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section 7.4(a) by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.37.4(a) by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall not, nor shall it authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees toshall, and the Company and its Subsidiaries shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) and their respective Representatives not to, directly or indirectly, (i) solicit, initiate, initiate or knowingly facilitate or knowingly encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the same, Acquisition Proposal; (ii) enter into or participate in any discussions (except solely to notify a Person that makes any inquiry or offer with respect to an Acquisition Proposal of the existence of the provisions of this Section 6.03 and to clarify the terms and conditions of any Acquisition Proposal) or negotiations regarding any Takeover Proposalwith, furnish to any Third Party any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, or otherwise cooperate in any way with any Third Party in connection with, or for the purpose of knowingly assistencouraging or knowingly facilitating, participate in, facilitate or encourage any effort by, any Third Party that has made, or has informed the Company of any intention an Acquisition Proposal; (iii) (A) fail to make, withdraw or who has publicly announced qualify or modify in a manner adverse to Parent, the Company Board Recommendation, (B) fail to include the Company Board Recommendation in the Proxy Statement, (C) approve, adopt or recommend an intention to make, a Takeover Acquisition Proposal, (iiiD) recommend, adopt fail to (I) publicly and without qualification recommend against any Acquisition Proposal within ten (10) Business Days after such Acquisition Proposal is made public (or approvesuch fewer number of days as remains prior to the Company Stockholders’ Meeting so long as such Acquisition Proposal is made at least one (1) Business Day prior to the Company Stockholders’ Meeting), or (II) fail to reaffirm the Company Board Recommendation within ten (10) Business Days after any request by Parent to do so (or such fewer number of days as remains prior to the Company Stockholders’ Meeting so long as such request is made at least one (1) Business Day prior to the Company Stockholders’ Meeting), it being understood and agreed that Parent shall be entitled to request a reaffirmation of the Company Board Recommendation on a maximum of one (1) occasion in respect of any Acquisition Proposal, except that Parent shall be entitled to make an additional request upon any material change in the terms of such Acquisition Proposal or (E) publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make do any of the foregoing in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation clauses (A) through (D) (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), ; or (iv) take authorize or enter into any action to make the provisions agreement in principle, letter of any “fair price,” “moratorium,” “control share acquisition,” “business combination” intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar antiinstrument or agreement, whether written or oral, binding or non-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming binding, relating to an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Acquisition Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(hSection 8.4(b), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, the Company Target shall not, nor shall it authorize or permit any of its Subsidiaries or authorize any of its or their respective directors, officers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives to, directly or indirectly, (iA) solicit, initiate, encourage or knowingly encourage or facilitate, any inquiries with respect to or the making of any proposal or offer that constitutes constitutes, or is could reasonably likely be expected to lead to a Takeover to, an Acquisition Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the samefor Target, (iiB) enter into or participate engage in any discussions or negotiations regarding regarding, or that could reasonably be expected to lead to, any Takeover ProposalAcquisition Proposal for Target, furnish to any Third Party third party (or any non-public Representative of any third party) any information (whether orally or in writing) in response to connection with, or in furtherance of of, any Takeover Acquisition Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law)Target, or afford any Third Party access to the business, properties, assets, books or records of the Company Target or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party third party (or any Representative of any third party) that has made, is seeking to make or has informed the Company Target of any intention to make, or who has publicly announced an intention to make, a Takeover Proposalan Acquisition Proposal for Target, (iiiC) fail to make, withdraw, qualify, amend or modify or publicly propose to withdraw, qualify, amend or modify the Target Recommendation (it being understood that, subject to and without limitation of Section 8.4(f), taking a neutral position or no position with respect to any Acquisition Proposal for Target shall be considered an amendment or modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposalan Acquisition Proposal for Target, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Target Recommendation (any of the foregoing in this clause (iiiC), a “Company Adverse Recommendation ChangeChange in the Target Recommendation”), (ivD) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of under, or approving a Third Party third party becoming an “interested stockholderaffiliated shareholder” under under, Section 203 21.606 of the DGCLTBOC), or any restrictive provision of any applicable anti-takeover provision in the CompanyTarget’s certificate articles of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover an Acquisition Proposal, (vE) enter into any Takeover agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other contract or instrument constituting or relating to an Acquisition Proposal for Target (other than a confidentiality agreement of the type referred to in Section 6.3(b8.4(b)), or any contract or agreement in principle compelling Target to abandon, terminate or breach any of its obligations hereunder, or fail to consummate the Transactions (any of the foregoing agreements in this clause (E), a “Target Acquisition Contract”), (F) enter into any confidentiality or similar agreement with any third party which prohibits Target from providing or making available to Parent pursuant to Section 8.4(b) any of the information to be provided to such third party in the time periods provided in Section 8.4(b), (viG) grant or permit any Third Party third party any waiver or release under under, or fail to enforce any standstill provision of, any confidentiality, “standstill” or similar agreement with respect to any class of equity securities of the Company Target or any of its SubsidiariesSubsidiaries or (H) resolve, propose or agree to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company Target set forth in the preceding sentence by any Representative of the Company Target or any of its Subsidiaries shall be a breach of this Section 6.3section by Target.

General Prohibitions. Subject Except as expressly permitted pursuant to and except as permitted by Sections 6.3(b) and 6.3(hSection 7.6(b), until from and after the date hereof and prior to the earlier of the termination of this Agreement pursuant to Article VIII hereof in accordance with Section 11.1 and the Effective Time, the Company Parent shall not, nor not (and Parent shall it (i) cause its Subsidiaries not to and (ii) not authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, and the Company shall instruct and use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants and any of its or other advisors, agents or representatives (collectively, “Representatives”) its Subsidiaries’ Representatives not to), directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, assist any inquiries with respect to or the making of any proposal or offer that constitutes or is may reasonably likely be expected to lead to a Takeover Proposal or any public announcement by any Third Party the submission of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding with, or furnish any Takeover Proposal, furnish information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company Parent or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, personnel, books or records of the Company Parent or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, Subsidiaries to any Third Party that has madewith respect to inquiries regarding, or has informed the Company of any intention to makemaking of, or who has publicly announced an intention to make, a Takeover Acquisition Proposal, (iii) recommendfail to make, adopt qualify, withdraw, or approvemodify or amend in a manner adverse to the Sellers the Special Committee Recommendation or the Parent Board Recommendation (or recommend an Acquisition Proposal), or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take do any action or make any public statement inconsistent with of the Company Offer Recommendation or Company Merger Recommendation foregoing (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take approve, endorse, recommend or enter into (or agree or publicly propose to do any action to make of the provisions foregoing) any agreement in principle, letter of any “fair price,” “moratorium,” “control share acquisition,” “business combination” intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming instrument relating to an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Acquisition Proposal (other than a confidentiality agreement of the type referred with a Third Party to whom Parent is permitted to provide information in accordance with Section 6.3(b7.6(b)(i)) (a “Parent Acquisition Agreement”) or (viv) grant any Third Party any waiver waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute or similar agreement provision contained in Parent’s articles of incorporation, bylaws or other governing documents. Parent shall (and Parent shall (i) cause its Subsidiaries to and (ii) instruct and use reasonable best efforts to cause its and any of its Subsidiaries’ Representatives to) cease immediately and cause to be terminated any and all existing activities, solicitations, encouragements, discussions or negotiations, if any, with any Third Party and its Representatives and its financing sources conducted prior to the date hereof with respect to any class of equity securities of Acquisition Proposal or efforts to obtain an Acquisition Proposal, and shall also request such Third Party to promptly return or destroy all confidential information concerning Parent and its Subsidiaries prior to the Company or any of its Subsidiariesdate hereof. Without limiting the foregoing, Parent hereby confirms that it is agreed that not currently in negotiations or discussions with any violation Third Party which would reasonably be expected to lead to the making of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3an Acquisition Proposal.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(hSection 6.4(b), until neither the earlier Company nor any of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, the Company shall notCompany’s subsidiaries shall, nor shall it the Company or any of the Company’s subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toEmployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any nonpublic information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Company’s subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its Subsidiariesthe Company’s subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party third party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company an Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of the Company’s subsidiaries, (v) approve any Person as “an acquiring person” or such “Person’s share acquisition” as provided in Section 23B.19.040 of the Act, or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than a confidentiality agreement to the extent contemplated in Section 6.4(b)); provided, that (so long as the Company and its SubsidiariesRepresentatives have otherwise complied with this Section 6.4) none of the foregoing shall prohibit the Company and its Representatives from contacting any Persons or group of Persons who have made an Acquisition Proposal after the date of this Agreement solely to request the clarification of the terms and conditions thereof so as to determine whether the Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal, and any such actions shall not be a breach of this Section 6.4(a). Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section 6.4 by any Representative of the Company or any of its Subsidiaries the Company’s subsidiaries shall be a breach of this Section 6.36.4 by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier Neither Parent nor any of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, the Company shall notits Subsidiaries shall, nor shall it Parent or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameParent Acquisition Proposal, (ii) enter into or participate in any discussions (other than to state that Parent is not permitted to have discussions) or negotiations regarding any Takeover Proposal, furnish to with any Third Party that is seeking to make, or has made, a Parent Acquisition Proposal, (iii) furnish any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company Parent or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company Parent or any of its SubsidiariesSubsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced an intention to makemade, a Takeover Parent Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover ProposalParent Adverse Recommendation Change, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred fail to in Section 6.3(b)) enforce or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company Parent or any of its SubsidiariesSubsidiaries unless the Board of Directors of Parent determines after consulting with its outside legal counsel that the failure to waive such provision would be inconsistent with its fiduciary duties under Applicable Law; provided that Parent shall not enforce and hereby waives any provision of any such agreement that would prohibit a Third Party from communicating confidentially a Parent Acquisition Proposal to the Parent’s Board of Directors, (vi) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (vii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to a Parent Acquisition Proposal (other than a confidentiality agreement to the extent contemplated by Section 7.04(b)); provided that (so long as Parent and its Representatives have otherwise complied in all material respects with this Section 7.04) none of the foregoing shall prohibit Parent and its Representatives from, at any time prior to the Parent Stockholder Approval, participating in discussions with any Persons or group of Persons who has made a Parent Acquisition Proposal after the date of this Agreement solely to request the clarification of the terms and conditions thereof so as to determine whether the Parent Acquisition Proposal is, or could reasonably be expected to lead to, a Parent Superior Proposal, and any such actions shall not be a breach of this Section 7.04(a). Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company Parent set forth in the preceding sentence this Section 7.04 by any Representative of the Company Parent or any of its Subsidiaries shall be a breach of this Section 6.37.04 by Parent.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until Neither the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective TimeCompany Board, the Company shall not, nor shall it authorize or permit any of its Subsidiaries shall, nor shall the Company Board, the Company or any of its Subsidiaries authorize or direct any of its or their respective directors, officers or employees Representatives to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) to, directly or indirectly, : (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or (including by way of furnishing information) the making submission of any Acquisition Proposal or any proposal or offer that constitutes or is could reasonably likely be expected to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the same, an Acquisition Proposal; (ii) enter into into, engage in or otherwise participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries (except as required by Law) to, or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, with any Third Party that has made, or, to the Knowledge of the Company, is considering making, an Acquisition Proposal (except to provide notification of or has informed disclose the Company existence of any intention to make, or who has publicly announced an intention to make, a Takeover Proposal, the provisions of this Section 5.2(a)); (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company an Adverse Recommendation Change”), ; (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover agreement-in-principle (including any letter of intent or term sheet), merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; (other than a confidentiality agreement v) waive, terminate, modify or fail to enforce any provision of any “standstill” or similar obligation of any Person (unless Company shall have first obtained the type referred prior written consent of Parent to in Section 6.3(bsuch waiver, termination, modification or failure to enforce)) ; or (vi) grant resolve by action of the Company Board, publicly propose or agree to do any Third Party any waiver of the foregoing. For the purposes of this Agreement, an “Adverse Recommendation Change” shall occur if the Company Board (A) withholds, withdraws, qualifies or release under any standstill modifies (or similar agreement publicly proposes or resolves to withhold, withdraw, qualify or modify), in a manner adverse to Parent or Merger Sub, the Company Recommendation with respect to any class of equity securities of the Company Merger or any of its Subsidiaries. Without limiting (B) adopts, approves or recommends to the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3Company’s stockholders an Acquisition Proposal.

General Prohibitions. Subject Except as expressly permitted pursuant to and except as permitted by Sections 6.3(b) and 6.3(hSection 6.4(b), until from and after the date hereof and prior to the earlier of the termination of this Agreement pursuant to Article VIII hereof in accordance with Section 10.1 and the Effective TimeClosing Date, the Company shall not, nor shall it authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, not (and the Company shall (A) cause its Subsidiaries not to and (B) not authorize or permit and shall instruct and use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives and any of its Subsidiaries' Representatives not to), directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, assist any inquiries with respect to or the making of any proposal or offer that constitutes or is would reasonably likely be expected to lead to a Takeover Proposal or any public announcement by any Third Party the submission of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding with, or furnish any Takeover Proposal, furnish information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, Subsidiaries to any Third Party that has madewith respect to inquiries regarding, or has informed the Company of any intention to makemaking of, or who has publicly announced an intention to make, a Takeover Acquisition Proposal, (iii) recommendqualify, adopt withdraw, or approvemodify or amend in a manner adverse to Parent, the Transaction Committee Recommendation or the Company Board Recommendation (or recommend an Acquisition Proposal), or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take do any action or make any public statement inconsistent with of the Company Offer Recommendation or Company Merger Recommendation foregoing (any of the foregoing in this clause (iii), a “Company an "Adverse Recommendation Change”"), (iv) take approve, endorse, recommend or enter into (or agree or publicly propose to do any action to make of the provisions foregoing) any agreement in principle, letter of any “fair price,” “moratorium,” “control share acquisition,” “business combination” intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming instrument relating to an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Acquisition Proposal (other than a confidentiality agreement of with a Third Party to whom the type referred Company is permitted to provide information in accordance with Section 6.3(b6.4(b )) (i)), or (viv) grant any Third Party any waiver waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute or similar agreement provision contained in the Company Charter Documents other than a waiver of the obligations of Third Parties existing as of the date of this Agreement not to seek from the Company any waiver of such Third Parties' standstill obligations and granting a limited waiver if requested solely to enable such Third Parties to make an Acquisition Proposal to the Company Board. The Company shall (and the Company shall (1) cause its Subsidiaries to and (2) instruct and use reasonable best efforts to cause its Representatives and any of its Subsidiaries' Representatives to) cease immediately and cause to be terminated any and all existing activities, solicitations, encouragements, discussions or negotiations, if any, with any Third Party and its Representatives and its financing sources conducted prior to the date hereof with respect to any class of equity securities of Acquisition Proposal or efforts to obtain an Acquisition Proposal, and shall also request such Third Party to promptly return or destroy all confidential information concerning the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of and its Subsidiaries shall be a breach of this Section 6.3prior to the date hereof.

General Prohibitions. Subject to and except Except as expressly permitted by Sections 6.3(b) and 6.3(hSection 6.03(b), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiateinitiate or take any action to knowingly facilitate or encourage (including by way of providing non-public information) the submission of any inquiries, proposals or knowingly encourage offers that constitute or facilitatewould reasonably be expected to lead to, any inquiries with respect to or the making of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameCompany Acquisition Proposal, (ii) enter into into, continue or otherwise participate in any discussions or negotiations regarding any Takeover Proposalwith respect thereto, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to any Third Party in connection therewith, or otherwise cooperate in any way with, or knowingly assist, participate in, knowingly facilitate or encourage any effort bysuch inquiries, any Third Party that has madeproposals, discussions or has informed the Company of any intention negotiations, (iii) fail to make, or who has withdraw, change, qualify or modify (or publicly announced an intention propose to makewithdraw, change, qualify or modify) in a Takeover Proposalmanner adverse to Parent, the Company Board Recommendation (iii) or adopt, approve or recommend, adopt or approve, or publicly propose to adopt, approve or recommend, adopt a Company Acquisition Proposal or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation Board Recommendation) (any of the foregoing in this clause (iii), a an “Adverse Company Adverse Recommendation Change”), (iv) take enter into any action agreement or understanding (including, without limitation, any definitive transaction document, letter of intent or similar agreement) relating to make a Company Acquisition Proposal or enter into any agreement or agreement in principle requiring the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” Company to abandon, terminate or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of fail to consummate the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposalhereby or breach its obligations hereunder, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting , or (vi) resolve or propose to do any of the foregoing, it . It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company. The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives and its financing sources conducted prior to the date hereof with respect to any Company Acquisition Proposal.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b(i) and 6.3(h), until From the earlier of the termination date of this Agreement pursuant to Article VIII hereof and until the Effective Acceptance Time, except as expressly permitted by this Section 7.03 and for actions taken or omitted by, or at the specific direction of, any Designated Individual, neither the Company shall not, nor shall it authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees toshall, and the Company and its Subsidiaries shall cause its and their respective officers and directors (other than any Designated Individual) and shall use its their reasonable best efforts to cause its and their respective employees, investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectivelyeach of the foregoing, a “RepresentativesRepresentative”) not to, directly or indirectly, (i) solicit, initiateinitiate or take any action to knowingly assist, facilitate or knowingly encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate in or encourage any effort by, by any Third Party or Table of Contents Representative thereof that has made, is seeking to make or has informed would reasonably be expected to make an Acquisition Proposal (other than to refer them to the Company terms of any intention to make, or who has publicly announced an intention to make, a Takeover Proposalthis Agreement that prohibit such discussions), (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or (A) fail to make include the Company Board Recommendation or the Special Committee Recommendation in accordance with Section 6.1(a)(ii), the Schedule 14d-9 or withdraw or modify in a manner adverse to Parent or resolve to take any action Merger Sub the Company Board Recommendation or the Special Committee Recommendation or (B) recommend an Acquisition Proposal or (C) make any public statement inconsistent with proposal to withdraw or modify in a manner adverse to Parent or Merger Sub the Company Offer Board Recommendation or Company Merger Special Committee Recommendation (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) approve any transaction under, or take any action to make exempt any Person (other than Parent and its Subsidiaries) from the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under restrictions of, Section 203 of the DGCL), Delaware Law or any restrictive provision of any applicable anti-takeover provision contained in the Company’s certificate of incorporation Organizational Documents having similar effect or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar agreement or instrument relating to an Acquisition Proposal (other than a confidentiality agreement of the type referred an Acceptable Confidentiality Agreement pursuant to in Section 6.3(b7.03(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3).

General Prohibitions. Subject Prior to and except as permitted by Sections 6.3(b) and 6.3(h)the Closing, until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiateinitiate or take any action to knowingly assist, facilitate or knowingly encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the same, Acquisition Proposal; (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, is seeking to make or has informed the Company of any intention would be reasonably expected to make, or who has publicly announced make an intention to make, a Takeover Acquisition Proposal, ; (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)make, withdraw or modify in a manner adverse to the Investor the Company Board Recommendation (or resolve to take any action recommend an Acquisition Proposal or make any public statement (or statement to any of its stockholders (other than, for the avoidance of doubt, to a director of the Company in his capacity as such)) inconsistent with the Company Offer Board Recommendation (including publicly proposing to withdraw or modify the Company Merger Recommendation Board Recommendation)) (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), ; (iv) take any action fail to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL)enforce, or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under under, any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries; (v) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law; or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (any such agreement, an “Alternative Acquisition Agreement”). Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section 7.04 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.37.04 by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(hSection 7.04(b), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or resolve to recommend an Acquisition Proposal or take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation Board Recommendation) (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (v) approve any transaction, or any Person becoming an “interested stockholder”, under Section 3-603 of Maryland Law, or exempt any transaction or Person from any other Antitakeover Statute, or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Without limiting the foregoing, it It is agreed that that, subject to Section 7.04(b), any violation of the restrictions on the Company set forth in the preceding sentence this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except Except as permitted by Sections 6.3(b) and 6.3(h)otherwise expressly contemplated in this Section 6.03, until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover Acquisition Proposal, (iii) recommendfail to make, adopt or approve, publicly withdraw or publicly propose modify in a manner adverse to recommendParent the Company Board Recommendation (or, adopt or approve, except in connection with a Takeover Proposal, or fail termination of this Agreement pursuant to make in accordance with Section 6.1(a)(ii10.01(d)(i), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation publicly recommend an Acquisition Proposal) (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its SubsidiariesSubsidiaries or under the Company Rights Agreement, (v) take any action to exempt from Section 351.407 or Section 351.459 of Missouri Law any transaction other than the Merger or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(hSection 6.03(b), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any nonpublic information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company an Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (v) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than a confidentiality agreement to the extent contemplated in Section 6.03(b)); provided that (so long as the Company and its Representatives have otherwise complied with this Section 6.03) none of the foregoing shall prohibit the Company and its Representatives from contacting in writing any Persons or group of Persons who has made an Acquisition Proposal after the date of this Agreement solely to request the clarification of the terms and conditions thereof so as to determine whether the Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal, and any such actions shall not be a breach of this Section 6.03(a). Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish to any Third Party any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party Party, in each case, in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that has made, or has informed the Company of any intention could reasonably be expected to make, or who has publicly announced lead to an intention to make, a Takeover Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or resolve to take any action recommend an Acquisition Proposal or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation Board Recommendation) (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take any action fail to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” enforce or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its SubsidiariesSubsidiaries unless the Board of Directors determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under Delaware Law; provided that Company shall not enforce and hereby waives any provision of any such agreement that would prohibit a Third Party from communicating confidentially an Acquisition Proposal to the Board of Directors, (v) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to From and except as permitted by Sections 6.3(b) and 6.3(h), after the date of this Agreement until the earlier of the Exchange Effective Time and the termination of this Agreement pursuant to Article VIII hereof and the Effective Timein accordance with its terms, neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal Acquisition Proposal by a Third Party or otherwise initiate any process that constitutes is intended to, or is reasonably likely to lead to a Takeover the making of an Acquisition Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameParty, (ii) enter into or participate in any discussions discussion or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage in any manner any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or resolve to recommend an Acquisition Proposal made by a Third Party or take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation Board Recommendation) (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take any action grant to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver under, or any release under from, any standstill or similar agreement with respect concerning or relating to, any Defensive Measure or redeem, modify, repeal or otherwise diminish any Defensive Measure other than for the benefit of Parent and its Affiliates or permit to expire, fail to renew or otherwise fail to maintain in effect any class Defensive Measure, (v) exempt any transaction (except the transactions contemplated by this Agreement) or Person (other then Parent or its Affiliates) from any Takeover Statute, (vi) enter into any agreement in principle, letter of equity securities intent, term sheet, merger agreement, purchase agreement, option agreement or other similar instrument relating to an Acquisition Proposal or (vii) agree or commit to take any of the Company or any of its Subsidiariesactions described in this Section 8.03(a). Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall notnor any of its Subsidiaries shall, nor shall it authorize the Company or any of its Subsidiaries authorize, allow or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, Representatives (other than non-officer employees) to (and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) toand its Subsidiaries’ non-officer employees to not), directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into into, engage in or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish to any Third Party any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or books, records of work papers and other documents related to the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention Acquisition Proposal, in each case with respect to make, a Takeover an Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)(A) qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, the Company Board Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal, or resolve to take any action or such action, (C) publicly make any public statement inconsistent recommendation in connection with a tender offer or exchange offer other than a recommendation against such offer or a temporary “stop, look and listen” communication by the Board of Directors (or any duly authorized committee thereof) of the type contemplated by Rule 14d-9(f) under the 1934 Act, (D) other than with respect to a tender or exchange offer in a manner described in clause (C), following the date any Acquisition Proposal or any material modification thereto is first publicly announced, fail to issue a press release reaffirming the Company Offer Board Recommendation within ten Business Days after a request by Parent to do so or (E) fail to include the Company Merger Board Recommendation in the Proxy Statement when disseminated to the Company’s stockholders (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take any action fail to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” enforce or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoingSubsidiaries or (v) enter into any agreement in principle, it is agreed that any violation letter of the restrictions on the Company set forth in the preceding sentence by any Representative intent, indication of the Company interest, term sheet, merger agreement, acquisition agreement, option agreement or any of its Subsidiaries shall be a breach of this Section 6.3other similar instrument relating to an Acquisition Proposal.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameCompany Acquisition Proposal, (ii) enter into or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations regarding any Takeover Proposal, furnish to with any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced an intention to makemade, a Takeover Company Acquisition Proposal, (iiiiv) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, make a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred fail to in Section 6.3(b)) enforce or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its SubsidiariesSubsidiaries unless the Board of Directors of the Company determines after consulting with its outside legal counsel that the failure to waive such provision would be inconsistent with its fiduciary duties under Applicable Law; provided that the Company shall not enforce and hereby waives any provision of any such agreement that would prohibit a Third Party from communicating confidentially a Company Acquisition Proposal to the Company’s Board of Directors, (vi) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (vii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to a Company Acquisition Proposal (other than a confidentiality agreement to the extent contemplated by Section 6.03(b)); provided that (so long as the Company and its Representatives have otherwise complied in all material respects with this Section 6.03) none of the foregoing shall prohibit the Company and its Representatives from, at any time prior to the Company Stockholder Approval, participating in discussions with any Persons or group of Persons who has made a Company Acquisition Proposal after the date of this Agreement solely to request the clarification of the terms and conditions thereof so as to determine whether the Company Acquisition Proposal is, or could reasonably be expected to lead to, a Company Superior Proposal, and any such actions shall not be a breach of this Section 6.03(a). Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section 6.03 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.36.03 by the Company.

General Prohibitions. Subject to and except as permitted by Sections Section 6.3(b) and 6.3(h), from the date hereof until the earlier to occur of the termination of this Agreement pursuant to Article VIII hereof ARTICLE 10 and the Effective Time, the Company shall not, nor and shall it authorize or permit any of cause its Subsidiaries or any of and its or and their respective directors, officers or employees toofficers, and the Company shall use its reasonable best efforts to cause its employees, investment bankers, financial advisors, attorneys, accountants or and other advisors, agents advisors or representatives (collectively, “Representatives”) not to, directly or indirectly, (i) solicit, initiate, initiate or knowingly encourage take any action to facilitate or facilitateencourage, any inquiries with respect to directly or indirectly, the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish to any Third Party any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, Subsidiaries to any Third Party that has made, or has informed the Company in furtherance of any intention expression of interest, proposal or offer that constitutes or could reasonably be expected to make, or who has publicly announced result in an intention to make, a Takeover Acquisition Proposal, (iii) recommendfail to make, adopt or withdraw or modify in a manner adverse to Parent, the Company Board Recommendation (or approve, endorse or publicly propose to recommend, adopt or approve, a Takeover recommend an Acquisition Proposal, or fail any proposal that would reasonably be expected to make in accordance with Section 6.1(a)(ii)lead to an Acquisition Proposal, withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation Board Recommendation) (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” amend, modify or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under under, or fail to enforce, any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3or (v) enter into any agreement in principle, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted hereunder) (any such agreement, an “Alternative Acquisition Agreement”).

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants, or other advisors, agents or advisors (in their capacities as representatives (collectively, “Representatives”of the Company) to, directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish to any Third Party any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover Acquisition Proposal, (iii) recommendwithdraw, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, modify or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve a manner adverse to take any action or make any public statement inconsistent with Parent the Company Offer Board Recommendation (or Company Merger Recommendation recommend an Acquisition Proposal) (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”); provided, that none of (A) the factually accurate disclosure by the Company of the receipt of an Acquisition Proposal, (B) the determination by the Board of Directors (or a committee thereof) that an Acquisition Proposal constitutes a Superior Proposal; or (C) the delivery by the Company of any notice contemplated by Section 6.04(c) will constitute an Adverse Recommendation Change, (iv) take any action fail to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL)enforce, or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under under, any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, other than (A) in connection with a bona fide Acquisition Proposal or (B) to the extent the Board of Directors (or any committee thereof) has determined in good faith, after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, (v) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section 6.04 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until From the earlier of the termination date of this Agreement pursuant to Article VIII hereof and until the Effective Time, and subject to Section 6.04(b), Section 6.04(c) and Section 6.04(d), the Company shall not, nor and the Company shall it not authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiateinitiate or take any action to knowingly facilitate (it being understood that ministerial acts that are not otherwise prohibited by this Section 6.04, such as taking unsolicited phone calls, shall not be deemed to “facilitate” for purposes of this Section 6.04) or knowingly encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) other than informing Persons of the provisions contained in this Section 6.04, enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way withto, or knowingly assist, knowingly participate in, knowingly facilitate or knowingly encourage any effort by, any Third Party that has made, made or has informed is seeking (to the Company knowledge of any intention the Company) to make, or who has publicly announced make an intention to make, a Takeover Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or resolve to recommend an Acquisition Proposal or take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation Board Recommendation) (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company Company; (v) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of its Subsidiaries. Without limiting the foregoingDelaware Law or (vi) enter into any agreement in principle, it is agreed that any violation letter of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company intent, term sheet, merger agreement, acquisition agreement, option agreement or any of its Subsidiaries shall be other similar instrument relating to an Acquisition Proposal (other than a breach of this confidentiality agreement pursuant to Section 6.36.04(b)).

General Prohibitions. Subject to and except Except as expressly permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective TimeSection 6.03, the Company shall not, nor and shall it authorize or permit any of cause its Subsidiaries or any of and its or and their respective directorsofficers, officers or employees todirectors and employees, and the Company shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ investment bankers, financial attorneys, accountants, consultants and other agents, advisors, attorneys, accountants or other advisors, agents or intermediaries and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameCompany Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish to any Third Party any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way withSubsidiaries to, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced an intention to makemade, a Takeover Company Acquisition Proposal, (iii) recommend, adopt amend or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under or fail to enforce any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, unless the board of directors of the Company determines after considering advice from outside legal counsel to the Company that the failure to waive or release such provision would be inconsistent with its fiduciary duties under Applicable Law (provided that the foregoing shall not restrict the Company from permitting a Person to orally request the waiver of a “standstill” or similar obligation to the extent necessary to comply with fiduciary duties under Applicable Law), (iv) (A) withdraw or modify in a manner adverse to Parent, or publicly propose to withdraw or modify in a manner adverse to Parent, the approval by the board of directors of the Company of this Agreement and the transactions contemplated hereby or the Company Board Recommendation (it being understood that if any Company Acquisition Proposal structured as a tender or exchange offer is commenced, the board of directors of the Company failing to recommend against acceptance of such tender or exchange offer by the Company’s shareholders within 10 Business Days of commencement thereof pursuant to Rule 14d-2 of the 1934 Act shall be considered a modification in a manner adverse to Parent), (B) fail to make or include the Company Board Recommendation in the Joint Proxy Statement/Prospectus or (C) recommend, adopt or approve or publicly propose to recommend, adopt or approve a Company Acquisition Proposal (any of the foregoing in this clause (iv), an “Adverse Recommendation Change”), or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other agreement relating to a Company Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in this Section by any Subsidiary of the preceding sentence by Company or any Representative of the Company or any of its Subsidiaries shall be deemed a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall not, nor shall it authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees toshall, and the Company and its Subsidiaries shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) and their respective Representatives not to, directly or indirectly, (i) solicit, initiateinitiate or knowingly take any action to facilitate or encourage the submission of, or knowingly encourage or facilitate, any inquiries with respect to or the making of any proposal that constitutes or is would reasonably likely be expected to lead to a Takeover Proposal or the submission of, any public announcement by any Third Party of any Takeover Proposal or of any intention to make the same, Acquisition Proposal; (ii) enter into or participate in any discussions (except solely to notify a Person that makes any offer, proposal, inquiry or indication of interest with respect to an Acquisition Proposal of the existence of the relevant restrictions of this Section 6.03) or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, or otherwise cooperate in any way with any Third Party in connection with, or knowingly assistin a manner that would reasonably be expected to lead to, participate in, facilitate or encourage any effort by, any Third Party that has made, or has informed the Company of any intention an Acquisition Proposal; (iii) (A) fail to make, withdraw, qualify or who has publicly announced modify in a manner adverse to Parent the Company Board Recommendation, (B) fail to include the Company Board Recommendation in the Proxy Statement, (C) approve, adopt or recommend an intention to make, a Takeover Acquisition Proposal, (iiiD) recommendfail to (1) publicly and without qualification recommend against any Acquisition Proposal within five (5) Business Days after such Acquisition Proposal is made public (or such fewer number of days as remains prior to the Company Stockholders’ Meeting so long as such Acquisition Proposal is made at least one (1) Business Day prior to the Company Stockholders’ Meeting) or (2) fail to reaffirm the Company Board Recommendation within five (5) Business Days after any request by Parent to do so (or such fewer number of days as remains prior to the Company Stockholders’ Meeting so long as such request is made at least one (1) Business Day prior to the Company Stockholders’ Meeting), adopt it being understood and agreed that, other than requests for reaffirmation made by Parent within five (5) Business Days of the date that an Acquisition Proposal first becomes public, Parent shall be entitled to request a reaffirmation of the Company Board Recommendation on a maximum of two (2) occasions or approve, or (E) publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make do any of the foregoing in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation clauses (A) through (D) (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), ; or (iv) take authorize or enter into any action to make the provisions agreement in principle, letter of any “fair price,” “moratorium,” “control share acquisition,” “business combination” intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar antiinstrument or agreement, whether written or oral, binding or non-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming binding, relating to an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Acquisition Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall not, nor shall it authorize or permit any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or direct any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisorsagents, agents representatives, or representatives advisors (collectively, “Representatives”) to, directly or indirectly, indirectly (i) solicit, initiate, initiate or take any action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or (including by way of furnishing non-public information) the making submission of any proposal Acquisition Proposal or any inquiry, proposal, request for non-public information or offer that constitutes or is would reasonably likely be expected to lead to a Takeover an Acquisition Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the same(an “Acquisition Inquiry”), (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish to any Third Party any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention would reasonably be expected to make, make an Acquisition Proposal or who has publicly announced an intention to make, a Takeover ProposalAcquisition Inquiry, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or resolve to recommend an Acquisition Proposal or take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation Board Recommendation) (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement Contract with respect to any class of equity securities of the Company or any of its SubsidiariesSubsidiaries (provided that the Company shall not be required to enforce, and shall be permitted to waive, any provision of any such Contract that prohibits or purports to prohibit a confidential proposal being made to the Board of Directors), (v) approve any transaction under, or any Person (other than Parent or Merger Subsidiary) becoming an “interested shareholder” under, Section 302A.673 of the MBCA or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument or Contract relating to an Acquisition Proposal or Acquisition Inquiry. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section 6.04 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall not, nor shall it authorize or permit any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or knowingly permit any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiateinitiate or take any action to facilitate or encourage the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or knowingly encourage or facilitatemay reasonably be expected to lead to, any inquiries with respect to or the making of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to (other than information furnished via the filing of the Company 20-F or periodic report on Form 6-K with respect to a Superior Proposal after the Company has complied with Sections 5.03(b), 5.03(c) and 5.03(d)), or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)make, withdraw or modify in a manner adverse to Parent, the Company Board Recommendation (or resolve to take any action recommend an Acquisition Proposal or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation Board Recommendation) (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, the The Company shall not, nor and shall it authorize or permit any cause each of its Subsidiaries or any of Affiliates and its or and their respective officers, directors, officers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankersemployees, financial advisors, investment bankers, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) not to, directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding with, or furnish any Takeover Proposal, furnish information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), or afford any Third Party access to the business, properties, assets, books or records of the Company to or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, with any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention Acquisition Proposal. Neither the Board of Directors nor any committee thereof shall (i) fail to make, withdraw or modify (including in the Schedule 14D-9) in a Takeover manner adverse to Parent the Company Board Recommendation, (ii) approve or recommend an Acquisition Proposal, (iii) recommendenter into any agreement in principle, adopt letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or approve, or publicly propose other similar instrument relating to recommend, adopt or approve, a Takeover an Acquisition Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw (iv) publicly propose or modify or resolve announce an intention to take any action or make any public statement inconsistent with of the Company Offer Recommendation or Company Merger Recommendation foregoing actions (any of the foregoing in this clause clauses (iiii) through (iv), a an “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) . The Company shall not grant any Third Party any waiver or release under any standstill standstill, confidentiality or similar provision of any agreement with respect to which the Company is a party, shall enforce to the fullest extent permitted under Applicable Law the standstill provisions of any agreement to which the Company is a party and shall immediately take steps within its power necessary to terminate any waiver that may have been heretofore granted to any class of equity securities of the Company or Person other than Parent and its Affiliates under any of its Subsidiariessuch provisions. Without limiting the foregoing, it is agreed that any Any violation of the restrictions on the Company set forth in the preceding sentence this Section 7.03 by any Affiliate or Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.37.03 by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives“ Representatives ”) to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameCompany Acquisition Proposal, (ii) enter into or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations regarding any Takeover Proposal, furnish to with any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced an intention to makemade, a Takeover Company Acquisition Proposal, (iiiiv) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, make a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred fail to in Section 6.3(b)) enforce or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its SubsidiariesSubsidiaries unless the Board of Directors of the Company determines after consulting with its outside legal counsel that the failure to waive such provision would be inconsistent with its fiduciary duties under Applicable Law; provided, that the Company shall not enforce and hereby waives any provision of any such agreement that would prohibit a third party from communicating confidentially a Company Acquisition Proposal to the Company’s Board of Directors, (vi) approve any transaction under, or any Person becoming an “ interested stockholder ” under, Section 203 of Delaware Law or (vii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to a Company Acquisition Proposal (other than a confidentiality agreement to the extent contemplated by Section 6.03(b)); provided that (so long as the Company and its Representatives have otherwise complied with this Section 6.03) none of the foregoing shall prohibit the Company and its Representatives from, at any time prior to the Company Stockholder Approval, participating in discussions with any Persons or group of Persons who has made a Company Acquisition Proposal after the date of this Agreement solely to request the clarification of the terms and conditions thereof so as to determine whether the Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal, and any such actions shall not be a breach of this Section 6.03(a). Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except Except as expressly permitted by Sections 6.3(b) and 6.3(h)this Section 6.03, until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, neither the Company shall not, nor shall it authorize or permit any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly encourage or facilitate, any inquiries with respect to or facilitate the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover ProposalAcquisition Proposal (provided that the Company and its Representatives may ascertain facts from the Person making such Acquisition Proposal (and such Person’s Subsidiaries and its and their respective Representatives) for the sole purpose of the Board of Directors of the Company informing itself about such Acquisition Proposal and the Person that made it (and such Person’s Subsidiaries and its and their respective Representatives)), (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)withhold, withdraw or modify or resolve in a manner adverse to take any action or make any public statement inconsistent with Parent the Company Offer Board Recommendation (or Company Merger Recommendation recommend an Acquisition Proposal) (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), ) or (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement or other similar instrument to effect an Acquisition Proposal with the Person making such Acquisition Proposal (or any of its Subsidiaries) (other than a confidentiality agreement entered into in compliance with the provisions of the type referred to in this Section 6.3(b)) or (vi) grant 6.03 and, after such execution of a confidentiality agreement, any Third Party any waiver or release under any standstill customary engagement, joint defense, clean team or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiariesagreements) (an “Alternative Acquisition Agreement”). Without limiting the foregoing, it It is agreed that any violation breach of the restrictions on the Company set forth in the preceding sentence this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to From and except as permitted by Sections 6.3(b) and 6.3(h), after the date hereof until the earlier to occur of the Acceptance Time or the date of termination of this Agreement pursuant to in accordance with Article VIII hereof and the Effective Time11, neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisorsagents, agents advisors or other representatives (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into into, engage in or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any nonpublic information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)(A) qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Board Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal, or resolve to take any action or such action, (C) publicly make any public statement inconsistent recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or a temporary “stop, look and listen” communication by the Board of Directors of the type contemplated by Rule 14d-9(f) under the 1934 Act; (D) other than with respect to a tender or exchange offer described in clause (C), following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Offer Board Recommendation within ten Business Days after a request by Parent to do so (provided the Company shall not be required to issue more than one such press release in response to any Acquisition Proposal or any material modification thereto) or (E) fail to include the Company Merger Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), or (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other than a confidentiality agreement of the type referred Contract relating to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiariesan Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in this Section by any Subsidiary of the preceding sentence by Company or any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, Subsidiaries to any Third Party that has made, or has informed is seeking (to the Company knowledge of any intention the Company) to make, or who has publicly announced made, an intention to make, a Takeover Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or resolve to recommend an Acquisition Proposal or take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation Board Recommendation) (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that (v) approve any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company transaction under, or any Person becoming an “interested stockholder” under, Section 203 of its Subsidiaries shall be a breach Delaware Law or (vi) enter into any agreement in principle, letter of this Section 6.3intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(hSection 4.2(b), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, the Company Seller shall not, nor shall it authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its or any investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives retained by the Seller or any of its Subsidiaries (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, or knowingly encourage or knowingly facilitate, any inquiries with respect to or the making of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the samean Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Acquisition Proposal, furnish to any Third Party third party any non-public information (whether orally or in writing) in response to connection with, or in furtherance furtherance, of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Acquisition Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), or afford any Third Party access to the business, properties, assets, books or records of the Company Seller or any of its Subsidiaries, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party third party that has made, is seeking to make or has informed the Company Seller of any intention to make, or who has publicly announced an intention to make, a Takeover an Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”), (iv) take any action not already taken to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of under, or approving a Third Party third party becoming an “interested stockholdershareholder” under Section 203 under, Article 14 (Affiliated Transactions) of the DGCLVSCA), or any restrictive provision of any applicable anti-takeover provision in the CompanySeller’s certificate articles of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover an Acquisition Proposal, (viv) enter into any Takeover agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, asset purchase agreement, option agreement, joint venture agreement, partnership agreement or other similar instrument constituting or relating to an Acquisition Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b4.2(b)) or (viv) grant any Third Party third party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company Seller or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company Seller set forth in the preceding sentence by any Representative of the Company Seller or any of its Subsidiaries shall be a breach of this Section 6.3by the Seller.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameCompany Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish to any Third Party any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, knowingly participate in, knowingly facilitate or encourage any effort by, by any Third Party that has made, or has informed indicated to the Company of any intention it is seeking to make, or who has publicly announced an intention to makemade, a Takeover Company Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make convene a meeting of the Company Board for the purpose of seeking the Final Offer Recommendation in accordance with (and subject to the provisions of) Section 6.1(a)(ii), 2.02(c) or withdraw or modify in a manner adverse to Parent the Company Board Recommendation or resolve to the Final Offer Recommendation, if any, (or recommend a Company Acquisition Proposal or take any action or make any public statement inconsistent with the Company Offer Board Recommendation or Company Merger Recommendation the Final Offer Recommendation, if any) (any of the foregoing in this clause (iii), a an “Adverse Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its SubsidiariesSubsidiaries to the extent such waiver or release would permit any Person to make a Company Acquisition Proposal or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to a Company Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company. Subject to the proviso to Section 7.02, making an Adverse Company Recommendation Change shall not relieve the Company of its obligations under Section 7.02 or its obligations to seek the Company Shareholder Approvals or to hold any Company Shareholder Meetings in respect thereof.

General Prohibitions. Subject to and except Except as expressly permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective TimeSection 6.03, the Company shall not, nor and shall it authorize or permit any of cause its Subsidiaries or any of and its or and their respective directorsofficers, officers or employees todirectors and employees, and the Company shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ investment bankers, financial attorneys, accountants, consultants and other agents, advisors, attorneys, accountants or other advisors, agents or intermediaries and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameCompany Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish to any Third Party any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way withSubsidiaries to, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced an intention to makemade, a Takeover Company Acquisition Proposal, (iii) recommend, adopt amend or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under or fail to enforce any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, unless the board of directors of the Company determines after considering advice from outside legal counsel to the Company that the failure to waive or release such provision would be inconsistent with its fiduciary duties under Applicable Law (provided that the foregoing shall not restrict the Company from permitting a Person to orally request the waiver of a “standstill” or similar obligation to the extent necessary to comply with fiduciary duties under Applicable Law), (iv) (A) withdraw or modify in a manner adverse to Parent, or publicly propose to withdraw or modify in a manner adverse to Parent, the approval by the board of directors of the Company of this Agreement and the transactions contemplated hereby or the Company Board Recommendation (it being understood that if any Company Acquisition Proposal structured as a tender or exchange offer is commenced, the board of directors of the Company failing to recommend against acceptance of such tender or exchange offer by the Company’s shareholders within 10 Business Days of commencement thereof pursuant to Rule 14d-2 of the 1934 Act shall be considered a modification in a manner adverse to Parent), (B) fail to make or include the Company Board Recommendation in the Joint Proxy Statement/Prospectus or (C) recommend, adopt or approve or publicly propose to recommend, adopt or approve a Company Acquisition Proposal (any of the foregoing in this clause Section 6.03, an “Adverse Recommendation Change”), or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other agreement relating to a Company Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in this Section by any Subsidiary of the preceding sentence by Company or any Representative of the Company or any of its Subsidiaries shall be deemed a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiateinitiate or take any action to facilitate or encourage the submission of any Acquisition Proposal or any inquiry, or knowingly encourage or facilitate, any inquiries with respect to indication of interest or the making of any proposal that constitutes or is could reasonably likely be expected to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, or, (ii) enter into conduct or participate engage in any discussions or negotiations regarding any Takeover Proposalwith, furnish to any Third Party disclose any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law)Subsidiaries to, or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, or otherwise cooperate in any way with, or knowingly assist, participate in, knowingly facilitate or encourage any effort by, any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced an intention to makemade, a Takeover any Acquisition Proposal, (iii) recommend, adopt (x) amend or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its SubsidiariesSubsidiaries under the Company Rights Agreement, or (y) approve any transaction under, or any Third Party becoming an “interested shareholders” under Applicable Law, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or similar instrument relating to any Acquisition Proposal, (v) (A) recommend in favor of any Acquisition Proposal, (B) fail to recommend against acceptance of any Third Party tender offer or exchange offer for the Common Stock within ten (10) Business Days after the commencement (as defined in Rule 14d-2 under the 0000 Xxx) of such offer, (C) fail to make, withdraw or modify in a manner adverse to Buyer the Company Board Recommendation or take any action or make any statement inconsistent with the Company Board Recommendation, or (D) resolve or agree to take any of the foregoing actions (any of the foregoing in this clause (v), an “Adverse Recommendation Change”). Without limiting the foregoing, it It is agreed that any violation of the restrictions on of the Company set forth in the preceding sentence this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject Except as expressly permitted pursuant to and except as permitted by Sections 6.3(b) and 6.3(hSection 6.4(b), until from and after the date hereof and prior to the earlier of the termination of this Agreement pursuant to Article VIII hereof in accordance with Section 10.1 and the Effective Time, the Company shall not, nor shall it authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, not (and the Company shall (i) cause its Subsidiaries not to and (ii) not authorize or permit and shall instruct and use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives and any of its Subsidiaries’ Representatives not to), directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate, encourage or facilitate, assist any inquiries with respect to or the making of any proposal or offer that constitutes or is would reasonably likely be expected to lead to a Takeover Proposal or any public announcement by any Third Party the submission of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding with, or furnish any Takeover Proposal, furnish information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, Subsidiaries to any Third Party that has madewith respect to inquiries regarding, or has informed the Company of any intention to makemaking of, or who has publicly announced an intention to make, a Takeover Acquisition Proposal, (iii) recommendfail to publicly make when required under this Agreement, adopt qualify, withdraw, or approvemodify or amend in a manner adverse to Parent, the Transaction Committee Recommendation or the Company Board Recommendation (or recommend an Acquisition Proposal), or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take do any action or make any public statement inconsistent with of the Company Offer Recommendation or Company Merger Recommendation foregoing (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take approve, endorse, recommend or enter into (or agree or publicly propose to do any action to make of the provisions foregoing) any agreement in principle, letter of any “fair price,” “moratorium,” “control share acquisition,” “business combination” intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming instrument relating to an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Acquisition Proposal (other than a confidentiality agreement of with a Third Party to whom the type referred Company is permitted to provide information in accordance with Section 6.3(b6.4(b)(i)) (a “Company Acquisition Agreement”) or (viv) grant any Third Party any waiver waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute or similar agreement provision contained in the Company Charter Documents. The Company shall (and the Company shall (i) cause its Subsidiaries to and (ii) instruct and use reasonable best efforts to cause its Representatives and any of its Subsidiaries’ Representatives to) cease immediately and cause to be terminated any and all existing activities, solicitations, encouragements, discussions or negotiations, if any, with any Third Party and its Representatives and its financing sources conducted prior to the date hereof with respect to any class of equity securities of Acquisition Proposal or efforts to obtain an Acquisition Proposal, and shall also request such Third Party to promptly return or destroy all confidential information concerning the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of and its Subsidiaries shall be a breach of this Section 6.3prior to the date hereof.

General Prohibitions. Subject After the date hereof and prior to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the Acceptance Time and the termination of this Agreement pursuant to in accordance with Article VIII hereof and the Effective Time11, the Company shall not, nor shall it authorize or permit any of and its Subsidiaries shall not (and the Company shall cause its or any of its or their respective directors, officers or employees Subsidiaries’ Representatives not to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) to), directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, Subsidiaries to any Third Party that has madewith respect to inquiries regarding, or has informed the Company of any intention to makemaking of, or who has publicly announced an intention to make, a Takeover Acquisition Proposal, (iii) recommend(A) withdraw or modify in a manner adverse to Parent, the Company Board Recommendation, (B) approve, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover recommend any Acquisition Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or (C) make any public statement inconsistent recommendation in connection with a tender offer or exchange offer other than a recommendation against such offer or (D) exempt any person from the Company Offer Recommendation restrictions contained in any state takeover or Company Merger Recommendation similar Laws, including Section 203 of Delaware Law (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoingSubsidiaries or (v) enter into any agreement in principle, it is agreed that any violation letter of the restrictions on intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than a confidentiality agreement with a Third Party to whom the Company set forth is permitted to provide information in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this accordance with Section 6.37.04(b)(i)).

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, ““ Representatives”) to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) other than informing persons of the provisions contained in this Section 6.04, enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish to any Third Party any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or resolve to recommend an Acquisition Proposal or take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation Board Recommendation) (any of the foregoing in this clause (iii), a “Company Adverse Recommendation ChangeChange in Recommendation”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (v) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to From and except as permitted by Sections 6.3(b) and 6.3(h), after the date hereof until the earlier to occur of the Effective Time or the date of termination of this Agreement pursuant to in accordance with Article VIII hereof and the Effective Time11, neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into into, engage in or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of books, records, work papers and other documents related to the Company or any of its SubsidiariesSubsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Board Recommendation, adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal, or resolve to take any action or such action, publicly make any public statement inconsistent recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or a temporary “stop, look and listen” communication by the Board of Directors of the type contemplated by Rule 14d-9(f) under the 1934 Act; other than with respect to a tender or exchange offer described in clause (C), following the date any Acquisition Proposal or any material modification thereto is first made public, fail to issue a press release reaffirming the Company Offer Board Recommendation within ten Business Days after a request by Parent to do so or fail to include the Company Merger Board Recommendation in the Schedule 14D-9 and Proxy Statement when disseminated to the Company’s stockholders (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (agreement in principle, letter of intent, indication of interest, term sheet, merger agreement, acquisition agreement, option agreement or other than a confidentiality agreement of the type referred Contract relating to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiariesan Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in this Section by any Subsidiary of the preceding sentence by Company or any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, the The Company shall not, nor shall it authorize or permit any of cause its Subsidiaries or any of its or their respective directors, and the Company’s officers or employees and directors not to, and the Company shall use instruct its reasonable best efforts to cause and its investment bankers, financial advisors, attorneys, accountants or Subsidiaries’ respective other advisors, agents or representatives (collectively, “Representatives”) Representatives not to, directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of books, records, work papers and other documents related to the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover ProposalAcquisition Proposal in connection therewith, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)(A) qualify, withdraw or modify in a manner adverse to Parent or Merger Sub the Company Board Recommendation, (B) adopt, endorse, approve or recommend any Acquisition Proposal, or resolve to take any action such action, (C) following the date any Acquisition Proposal or make any public statement inconsistent material modification thereto is first publicly announced, other than in the case of a tender offer or exchange offer subject to Regulation D promulgated under the 1934 Act, fail to issue a press release reaffirming the Company Board Recommendation within the earlier of (x) ten (10) Business Days after a request by Parent to do so and (y) prior to the date of the Company Meeting (as such date may be postponed or adjourned in accordance with the terms hereof), (D) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation D promulgated under the 1934 Act within the earlier of (x) ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the 1000 Xxx) of such tender offer or exchange offer and (y) prior to the date of the Company Offer Meeting (as such date may be postponed or adjourned in accordance with the terms hereof) or (E) fail to include the Company Board Recommendation or in the Proxy Statement when disseminated to the Company Merger Recommendation stockholders in accordance with Section 8.03 (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), ) or (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (agreement in principle, letter of intent, indication of interest, term sheet, merger agreement, acquisition agreement, option agreement or other than a confidentiality agreement of the type referred similar instrument relating to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3an Acquisition Proposal.

General Prohibitions. Subject to From and except as permitted by Sections 6.3(b) and 6.3(h), after the Go -Shop Period End Date until the earlier to occur of the time Stockholder Approval and, unless the Company has waived the condition set forth in Section 9.03(d), the Majority of the Minority Approval are obtained or the date of termination of this Agreement pursuant to in accordance with Article VIII hereof and the Effective Time10, neither the Company shall not, nor shall it authorize or permit any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize any of its or their respective directors, officers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into into, engage in or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of books, records, work papers and other documents related to the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, knowingly facilitate or knowingly encourage any effort by, by any Third Party that has madethat, or has informed to the Company of any intention Company’s Knowledge, is seeking to make, or who has publicly announced made, an intention Acquisition Proposal (other than to make, a Takeover Proposalstate the terms of this Agreement prohibit such discussion), (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)(A) qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify in a manner adverse to Parent or Merger Sub the Company Board Recommendation, (B) adopt, endorse, approve or recommend, or propose 44 publicly to adopt, endorse, approve or recommend, any Acquisition Proposal, or resolve to take any action or such action, (C) publicly make any public statement inconsistent recommendation in connection with a tender offer or exchange offer other than a recommendation against such offer or a temporary “stop, look and listen” communication by the Board of Directors of the type contemplated by Rule 14d-9(f) under the 1934 Act; (D) other than with respect to a tender or exchange offer described in clause (C), following the date any Acquisition Proposal or any material modification thereto is first publicly announced, fail to issue a press release reaffirming the Company Offer Board Recommendation within ten Business Days after a request by Parent to do so or (E) fail to include the Company Merger Board Recommendation in the Proxy Statement when disseminated to the Company Stockholders (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), or (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (agreement in principle, letter of intent, indication of interest, term sheet, merger agreement, acquisition agreement, option agreement or other than a confidentiality agreement of the type referred Contract relating to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiariesan Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in this Section by any Subsidiary of the preceding sentence by Company or any Representative of the Company or any of its Subsidiaries Subsidiaries, in the case of Representatives, (x) acting at the direction or (y) to the Knowledge of the Company, provided that the Company did not direct such Representatives to cease violating such restrictions reasonably promptly after acquiring such Knowledge, shall be a breach of this Section 6.36.03(b) by the Company.

General Prohibitions. (i) Subject to and except as permitted by Sections Section 6.3(b) and 6.3(h), until neither the earlier Company nor any of the termination of this Agreement pursuant to Article VIII hereof its Subsidiaries shall, and the Effective TimeCompany and its Subsidiaries shall cause its and their respective directors, the Company officers, employees not to, shall notdirect its Representatives not to, nor and shall it not authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, propose or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making or submission of any proposal or offer that constitutes constitutes, or is reasonably likely would reasonable be expected to lead to a Takeover to, any Acquisition Proposal (including by approving any transaction, or approving any public announcement by any Third Party Person or Group (within the meaning of any Takeover Proposal or Rule 13d-5 under the 1934 Act) becoming an “interested stockholder,” for purposes of any intention to make Article TENTH of the sameCompany’s certificate of incorporation), (ii) enter into or participate in any discussions discussions, communications or negotiations regarding any Takeover Proposalwith, furnish to any Third Party any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law)Subsidiaries, or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort bySubsidiaries to, any Third Party relating to or in furtherance of, any proposal or offer that has madeconstitutes, or has informed the Company of would reasonably be expected to lead to, any intention to make, or who has publicly announced an intention to make, a Takeover Acquisition Proposal, (iii) recommend, adopt or (x) approve, endorse or publicly propose to recommend, adopt or approve, a Takeover Proposalrecommend any proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (vy) enter into any Takeover agreement in principle, merger agreement, acquisition agreement, option agreement, letter of intent (binding or non-binding) or other similar Contract, in each case of clause (x) or (y), relating to any Acquisition Proposal or any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality than, in the case of clause (y), an Acceptable Confidentiality Agreement (and any such agreement in clause (y), an “Alternative Acquisition Agreement”)), or (iv) resolve or agree to do any of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall not, nor shall it authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees toshall, and the Company and its Subsidiaries shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) and their Representatives not to, directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Acquisition Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the same, inquiry in respect thereto; (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, with any Third Party that has made, in connection with an Acquisition Proposal or has informed the Company of any intention inquiry in respect thereto; (iii) (A) fail to make, withdraw, qualify or who has publicly announced modify in a manner adverse to Parent the Company Board Recommendation, (B) fail to include the Company Board Recommendation in the Proxy Statement, (C) approve, adopt or recommend an intention to make, a Takeover Acquisition Proposal, (iiiD) recommendfail to publicly and without qualification recommend against any Acquisition Proposal within ten (10) Business Days after such Acquisition Proposal is made public (or such fewer number of days as remains prior to the Company Stockholders’ Meeting, adopt so long as such Acquisition Proposal is made at least one (1) Business Day prior to the Company Stockholders’ Meeting) or, after an Acquisition Proposal is made public, fail to reaffirm the Company Board Recommendation within ten (10) Business Days after any request by Parent to do so (or approvesuch fewer number of days as remains prior to the Company Stockholders’ Meeting, so long as such Acquisition Proposal is made at least one (1) Business Day prior to the Company Stockholders’ Meeting), or (E) publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take do any action or make any public statement inconsistent with of the Company Offer Recommendation or Company Merger Recommendation foregoing (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), ; or (iv) take authorize or enter into any action to make the provisions agreement in principle, letter of any “fair price,” “moratorium,” “control share acquisition,” “business combination” intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar antiinstrument or agreement, whether written or oral, binding or non-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming binding, relating to an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Acquisition Proposal (other than a confidentiality agreement of the type referred to in contemplated by Section 6.3(b6.03(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3).

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective of- ficers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameCompany Acquisition Pro- posal, (ii) enter into or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations regarding any Takeover Proposal, furnish to with any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party Par- ty that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced an intention to makemade, a Takeover Company Acquisition Proposal, (iiiiv) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, make a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred fail to in Section 6.3(b)) enforce or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its SubsidiariesSubsidiaries unless the Board of Directors of the Company determines after consulting with its outside legal counsel that the failure to waive such provision would be inconsistent with its fiduciary duties under Applicable Law; provided that the Company shall not enforce and hereby waives any provision of any such agreement that would prohibit a Third Party from communicating confidentially a Company Acquisition Proposal to the Company’s Board of Di- rectors, (vi) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (vii) enter into any agreement in principle, letter of in- tent, term sheet, merger agreement, acquisition agreement, option agreement or other similar in- strument relating to a Company Acquisition Proposal (other than a confidentiality agreement to the extent contemplated by Section 6.03(b)); provided that (so long as the Company and its Rep- resentatives have otherwise complied in all material respects with this Section 6.03) none of the foregoing shall prohibit the Company and its Representatives from, at any time prior to the Company Stockholder Approval, participating in discussions with any Persons or group of Per- sons who has made a Company Acquisition Proposal after the date of this Agreement solely to request the clarification of the terms and conditions thereof so as to determine whether the Com- pany Acquisition Proposal is, or could reasonably be expected to lead to, a Company Superior Proposal, and any such actions shall not be a breach of this Section 6.03(a). Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section 6.03 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.36.03 by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until Neither the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective TimeCompany Board, the Company shall notnor any of its Subsidiaries shall, nor shall it the Company Board, the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, propose, encourage (including by providing information) or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any Acquisition Proposal or any proposal or offer that constitutes or is could reasonably likely be expected to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the samean Acquisition Proposal, (ii) enter into into, engage in or otherwise participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, with any Third Party that has made, or has informed or, to the Company Knowledge of any intention to makethe Company, or who has publicly announced is considering making, an intention to make, a Takeover Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company an Adverse Recommendation Change”), (iv) take enter into any action to make the provisions agreement in principle, letter of any “fair price,” “moratorium,” “control share acquisition,” “business combination” intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar anti-takeover statute instrument relating to an Acquisition Proposal or regulation (including approving any transaction for purposes of or approving a Third Party becoming that could reasonably be expected to lead to an “interested stockholder” under Section 203 of the DGCL)Acquisition Proposal, or any restrictive provision of any applicable anti-takeover provision in that contradicts this Agreement or requires the Company’s certificate of incorporation or bylaws, inapplicable Company to any transactions contemplated by a Takeover Proposalabandon this Agreement, (v) enter into fail to take all action necessary to enforce, or waive or amend, any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any confidentiality, standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of which the Company or any of its Subsidiaries shall be is a breach party or otherwise bound, or (vi) resolve by action of the Company Board, publicly propose or agree to do any of the foregoing. For the purposes of this Agreement, an “Adverse Recommendation Change” shall occur if the Company Board, the Company or any its Subsidiaries or their respective Representatives directly, or indirectly, (A) withhold, withdraw (or not continue to make), qualify or modify (or publicly propose or resolve to withhold, withdraw (or not continue to make), qualify or modify), in a manner adverse to Parent or Merger Sub, the Company Recommendation with respect to the Merger, (B) adopt, approve or recommend an Acquisition Proposal or subject to the last paragraph of Section 6.35.2(b), fail to reject an Acquisition Proposal, (C) fail to publicly reaffirm the Company Recommendation within five (5) Business Days after Parent so requests in writing, or (D) fail to include the Company Recommendation in the Proxy Statement.

General Prohibitions. Subject Prior to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier receipt of the termination Parent Shareholder Approvals, neither Parent nor any of this Agreement pursuant to Article VIII hereof and the Effective Time, the Company shall notits Subsidiaries shall, nor shall it Parent or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameParent Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish to any Third Party any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company Parent or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company Parent or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, knowingly participate in, knowingly facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention indicated to Parent it is seeking to make, or who has publicly announced an intention to makemade, a Takeover Parent Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)make, withdraw or modify in a manner adverse to the Company the Parent Board Recommendation (or resolve to recommend a Parent Acquisition Proposal or take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation Parent Board Recommendation) (any of the foregoing in this clause (iii), a an “Company Adverse Parent Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company Parent or any of its SubsidiariesSubsidiaries to the extent such waiver or release would permit any Person to make a Parent Acquisition Proposal or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to a Parent Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company Parent set forth in the preceding sentence this Section by any Representative of the Company Parent or any of its Subsidiaries shall be a breach of this Section 6.3by Parent. Making an Adverse Parent Recommendation Change shall not relieve Parent of its obligation to hold the Parent Shareholders Meeting to seek the Parent Shareholder Approvals in accordance with Section 8.06.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until Neither the earlier Company nor any of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, the Company shall notSubsidiaries shall, nor shall it the Company or any of the Company Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly facilitate or knowingly encourage the making, submission or facilitate, any inquiries with respect to or the making announcement of any inquiry, proposal that or offer (including any inquiry, proposal or offer to the Company’s stockholders) which constitutes or is would be reasonably likely expected to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its Subsidiariesthe Company Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is reasonably expected to make, or who has publicly announced an intention is otherwise seeking to make, a Takeover Proposalor has made, an Acquisition Proposal (other than, solely in response to an unsolicited inquiry, to refer the inquiring Third Party to this Section 6.03 and to limit its conversation or other communication exclusively to such referral), (iii) recommend(A) publicly propose to, adopt or approveotherwise change, withhold, withdraw, qualify or modify, in a manner adverse to Parent or Merger Subsidiary, the Company Board Recommendation, (B) fail to include the Company Board Recommendation in the Proxy Statement, when mailed, (C) adopt, approve or recommend to stockholders of the Company, or resolve to or publicly propose or announce its intention to recommendadopt, adopt approve or approverecommend to stockholders of the Company, an Acquisition Proposal or any transaction pursuant to which a Takeover ProposalThird Party would become an “interested stockholder” under Section 203 of Delaware Law, (D) if a tender offer or exchange offer that constitutes an Acquisition Proposal is commenced, fail to make in accordance with Section 6.1(a)(ii), withdraw publicly recommend against acceptance of such tender offer or modify exchange offer by the Company’s stockholders within ten Business Days after the commencement thereof or resolve (E) fail to take any action or make any public statement inconsistent with publicly reaffirm the Company Offer Board Recommendation following any Acquisition Proposal having been publicly made, proposed or Company Merger Recommendation communicated (and not publicly withdrawn) within 10 Business Days after Parent so requests in writing (provided that Parent shall not be entitled to request such reaffirmation more than one time with respect to an Acquisition Proposal (provided that any modification to the financial or other material terms of such Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the foregoing) (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take any action fail to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” enforce or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its the Company Subsidiaries, provided that, with respect to any Third Party that was not invited by the Company to submit an indication of interest or bid to acquire the Company during the period between June 1, 2016 and the date of this Agreement, if the Company’s Board of Directors determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action would be inconsistent with the directors’ fiduciary duties under Applicable Law, the Company may waive any such standstill provision applicable to such Third Party solely to the extent necessary to permit such Third Party to make a confidential Acquisition Proposal to the Company’s Board of Directors, or (v) approve, adopt, recommend or enter into, or propose to approve adopt, recommend or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (whether binding or nonbinding). Without limiting the foregoing, it It is agreed that any material violation of the restrictions on the Company set forth in the preceding sentence this Section 6.03 by any Representative of the Company or any of its the Company Subsidiaries shall be a breach of this Section 6.3by the Company; provided, however, that nothing in this Section 6.03(a) shall prohibit the Company or its Representatives from contacting in writing any Person or group of Persons who, following the date of this Agreement, make an unsolicited Acquisition Proposal with such contact being for the sole purpose of clarifying the terms and conditions thereof so as to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal, and any such actions shall not be a breach of this Section 6.03(a), so long as the Company otherwise complies with its obligations under this Section 6.03, including Section 6.03(c), with respect to such Acquisition Proposal. The Company agrees that it and its Affiliates will not enter into any agreement with any Third Party subsequent to the date of this Agreement which prohibits the Company or its Affiliates from providing any information to Parent in accordance with, or otherwise complying with, this Section 6.03.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(hSection 4.2(b), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, the Company Seller shall not, nor shall it authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its or any investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives retained by the Seller or any of its Subsidiaries (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, or knowingly encourage or knowingly facilitate, any inquiries with respect to or the making of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the samean Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Acquisition Proposal, furnish to any Third Party third party any non-public information (whether orally or in writing) in response to connection with, or in furtherance furtherance, of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Acquisition Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), or afford any Third Party access to the business, properties, assets, books or records of the Company Seller or any of its Subsidiaries, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party third party that has made, is seeking to make or has informed the Company Seller of any intention to make, or who has publicly announced an intention to make, a Takeover an Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”), (iv) take any action not already taken to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of under, or approving a Third Party third party becoming an “interested stockholdershareholder” under Section 203 under, Article 14 (Affiliated Transactions) of the DGCLVSCA), or any restrictive provision of any applicable anti-takeover provision in the CompanySeller’s certificate articles of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover an Acquisition Proposal, (viv) enter into any Takeover agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, asset purchase agreement, option agreement, joint venture agreement, partnership agreement or other similar instrument constituting or relating to an Acquisition Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b4.2(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3.or

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(hSection 6.4(b), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, the Company shall not, nor shall it authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, or knowingly encourage or facilitate, any inquiries with respect to or the making of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameProposal, (ii) other than solely informing Persons of the provisions contained in this Section 6.4, enter into or participate in any discussions or negotiations regarding any Takeover Proposal, furnish to any Third Party any non-public information (whether orally or in writing) in response to connection with, or in furtherance furtherance, of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made, is seeking to make or has informed the Company of any intention to make, or who has publicly announced an intention to make, a Takeover Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Offer Recommendation or Merger Recommendation (it being understood that, subject to and without limitation of Section 6.4(g), taking a neutral position or no position with respect to any Takeover Proposal shall be considered an adverse modification), recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”), (iv) take any action not already taken to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of under, or approving a Third Party becoming an “interested stockholdershareholder” under Section 203 under, Article 14 (Affiliated Transactions) of the DGCLVSCA), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate articles of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar instrument constituting or relating to a Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b6.4(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except Except as expressly permitted by Sections 6.3(b) and 6.3(hSection 6.04(b), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiateinitiate or take any action to knowingly facilitate or encourage (including by way of providing non-public information) the submission of any inquiries, proposals or knowingly encourage offers that constitute or facilitatewould reasonably be expected to lead to, any inquiries with respect to or the making of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameCompany Acquisition Proposal, (ii) enter into into, continue, or otherwise participate in any discussions or negotiations regarding any Takeover Proposalwith respect thereto, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to any Third Party in connection therewith, or otherwise cooperate in any way with, or knowingly assist, participate in, knowingly facilitate or encourage any effort bysuch inquiries, any Third Party that has madeproposals, discussions or has informed the Company of any intention to make, or who has publicly announced an intention to make, a Takeover Proposalnegotiations, (iii) recommendenter into any agreement or understanding (including, adopt without limitation, any definitive transaction document, letter of intent or approvesimilar agreement) relating to a Company Acquisition Proposal or enter into any agreement or agreement in principle requiring the Company to abandon, or publicly propose to recommend, adopt or approve, a Takeover Proposal, terminate or fail to make in accordance with Section 6.1(a)(ii), withdraw consummate the transactions contemplated hereby or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”)breach its obligations hereunder, (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting , or (v) resolve or propose to do any of the foregoing. The Company shall, it and shall cause its Subsidiaries and its and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party and its Representatives and its financing sources conducted prior to the date hereof with respect to any Company Acquisition Proposal. Except as expressly permitted by Section 6.04(b), neither the Board of Directors of the Company nor any committee thereof shall (A) fail to make, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw (or not continue to make), qualify or modify) in a manner adverse to Parent the Company Board Recommendation, (B) adopt, approve or recommend or propose to adopt, approve or recommend (publicly or otherwise) a Company Acquisition Proposal, (C) (x) fail to publicly recommend against any Company Acquisition Proposal or (y) fail to publicly reaffirm the Company Recommendation, in each case of (x) and (y) within five (5) Business Days after Parent so requests in writing, (D) fail to recommend against any Company Acquisition Proposal subject to Regulation 14D under the 1934 Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten Business Days after the commencement of such Company Acquisition Proposal, or (E) fail to include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger in the Proxy Statement (any action described in the foregoing clauses (A) through (E), an “Adverse Company Recommendation Change”); provided that, for the avoidance of doubt, none of (1) the determination by the Board of Directors of the Company that a Company Acquisition Proposal constitutes a Superior Proposal, (2) the disclosure by the Company of such determination or (3) the delivery by the Company of the notice required by the last sentence of this Section 6.04 shall constitute an Adverse Company Recommendation Change). It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section 6.04(a) by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.36.04(a) by the Company.

General Prohibitions. Subject to From and except as permitted by Sections 6.3(b) and 6.3(h), after the Go -Shop Period End Date until the earlier to occur of the time Stockholder Approval and, unless the Company has waived the condition set forth in Section 9.03(d), the Majority of the Minority Approval are obtained or the date of termination of this Agreement pursuant to in accordance with Article VIII hereof and the Effective Time10, neither the Company shall not, nor shall it authorize or permit any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize any of its or their respective directors, officers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into into, engage in or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of books, records, work papers and other documents related to the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, knowingly facilitate or knowingly encourage any effort by, by any Third Party that has madethat, or has informed to the Company of any intention Company’s Knowledge, is seeking to make, or who has publicly announced made, an intention Acquisition Proposal (other than to make, a Takeover Proposalstate the terms of this Agreement prohibit such discussion), (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)(A) qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify in a manner adverse to Parent or Merger Sub the Company Board Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal, or resolve to take any action or such action, (C) publicly make any public statement inconsistent recommendation in connection with a tender offer or exchange offer other than a recommendation against such offer or a temporary “stop, look and listen” communication by the Board of Directors of the type contemplated by Rule 14d-9(f) under the 1934 Act; (D) other than with respect to a tender or exchange offer described in clause (C), following the date any Acquisition Proposal or any material modification thereto is first publicly announced, fail to issue a press release reaffirming the Company Offer Board Recommendation within ten Business Days after a request by Parent to do so or (E) fail to include the Company Merger Board Recommendation in the Proxy Statement when disseminated to the Company Stockholders (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), or (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (agreement in principle, letter of intent, indication of interest, term sheet, merger agreement, acquisition agreement, option agreement or other than a confidentiality agreement of the type referred Contract relating to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiariesan Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in this Section by any Subsidiary of the preceding sentence by Company or any Representative of the Company or any of its Subsidiaries Subsidiaries, in the case of Representatives, (x) acting at the direction or (y) to the Knowledge of the Company, provided that the Company did not direct such Representatives to cease violating such restrictions reasonably promptly after acquiring such Knowledge, shall be a breach of this Section 6.36.03(b) by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover Acquisition Proposal, (iii) recommendfail to make, adopt withdraw or approvemodify in a manner adverse to Parent the Company Board Recommendation, fail to include the Company Board Recommendation in the Proxy Statement, recommend an Acquisition Proposal or fail to recommend against any Acquisition Proposal within five Business Days after it is made public, or make any public statement that is inconsistent with the Company Board Recommendation, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take do any action or make any public statement inconsistent with of the Company Offer Recommendation or Company Merger Recommendation foregoing (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take any action fail to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” enforce or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (v) approve any transaction under, or any Person becoming an “interested shareholder” under, ORS 60.825 to 0.845 or cause the Oregon Control Share Act to become applicable to the Merger or the transactions contemplated by this Agreement or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company set forth in the preceding sentence this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(hSection 6.4(b), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, the Company shall not, nor shall it authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, or knowingly encourage or facilitate, any inquiries with respect to or the making of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameProposal, (ii) other than solely informing Persons of the provisions contained in this Section 6.4, enter into or participate in any discussions or negotiations regarding any Takeover Proposal, furnish to any Third Party any non-public information (whether orally or in writing) in response to connection with, or in furtherance furtherance, of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that has made, is seeking to make or has informed the Company of any intention to make, or who has publicly announced an intention to make, a Takeover Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Offer Recommendation or Merger Recommendation (it being understood that, subject to and without limitation of Section 6.4(g), taking a neutral position or no position with respect to any Takeover Proposal shall be considered an adverse modification), recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”), (iv) take any action not already taken to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of under, or approving a Third Party becoming an “interested stockholdershareholder” under Section 203 under, Article 14 (Affiliated Transactions) of the DGCLVSCA), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate articles of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3.instrument

General Prohibitions. Subject Except as expressly permitted pursuant to and except as permitted by Sections 6.3(b) and 6.3(hSection 6.4(b), until from and after the date hereof and prior to the earlier of the termination of this Agreement pursuant to Article VIII hereof in accordance with Section 10.1 and the Effective TimeClosing Date, the Company shall not, nor shall it authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, not (and the Company shall (A) cause its Subsidiaries not to and (B) not authorize or permit and shall instruct and use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives and any of its Subsidiaries’ Representatives not to), directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, assist any inquiries with respect to or the making of any proposal or offer that constitutes or is would reasonably likely be expected to lead to a Takeover Proposal or any public announcement by any Third Party the submission of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding with, or furnish any Takeover Proposal, furnish information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, Subsidiaries to any Third Party that has madewith respect to inquiries regarding, or has informed the Company of any intention to makemaking of, or who has publicly announced an intention to make, a Takeover Acquisition Proposal, (iii) recommendqualify, adopt withdraw, or approvemodify or amend in a manner adverse to Parent, the Transaction Committee Recommendation or the Company Board Recommendation (or recommend an Acquisition Proposal), or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take do any action or make any public statement inconsistent with of the Company Offer Recommendation or Company Merger Recommendation foregoing (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take approve, endorse, recommend or enter into (or agree or publicly propose to do any action to make of the provisions foregoing) any agreement in principle, letter of any “fair price,” “moratorium,” “control share acquisition,” “business combination” intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming instrument relating to an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Acquisition Proposal (other than a confidentiality agreement of with a Third Party to whom the type referred Company is permitted to provide information in accordance with Section 6.3(b6.4(b)(i)) ), or (viv) grant any Third Party any waiver waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute or similar agreement provision contained in the Company Charter Documents other than a waiver of the obligations of Third Parties existing as of the date of this Agreement not to seek from the Company any waiver of such Third Parties’ standstill obligations and granting a limited waiver if requested solely to enable such Third Parties to make an Acquisition Proposal to the Company Board. The Company shall (and the Company shall (1) cause its Subsidiaries to and (2) instruct and use reasonable best efforts to cause its Representatives and any of its Subsidiaries’ Representatives to) cease immediately and cause to be terminated any and all existing activities, solicitations, encouragements, discussions or negotiations, if any, with any Third Party and its Representatives and its financing sources conducted prior to the date hereof with respect to any class of equity securities of Acquisition Proposal or efforts to obtain an Acquisition Proposal, and shall also request such Third Party to promptly return or destroy all confidential information concerning the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of and its Subsidiaries shall be a breach of this Section 6.3prior to the date hereof.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, Neither the Company shall notnor any of its Subsidiaries shall, nor shall it the Company or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, officers or employees toemployees, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants accountants, consultants or other advisors, agents or representatives advisors (collectively, “Representatives”) to, directly or indirectly, (iA) solicit, initiateinitiate or take any action to facilitate or encourage the submission of any Acquisition Proposal or any inquiry, or knowingly encourage or facilitate, any inquiries with respect to indication of interest or the making of any proposal that constitutes or is could reasonably likely be expected to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (iiB) enter into conduct or participate engage in any discussions or negotiations regarding any Takeover Proposalwith, furnish to any Third Party disclose any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law)Subsidiaries to, or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its SubsidiariesSubsidiaries to, or otherwise cooperate in any way with, or knowingly assist, participate in, knowingly facilitate or encourage any effort by, any Third Party third party that could make, or has made, or has informed the Company of any intention to make, or who has publicly announced an intention to make, a Takeover Acquisition Proposal, (iiiC) recommend, adopt or approve(x) grant to any third party a waiver of the ownership limitation of Company securities set forth in the Company’s Organizational Documents, or publicly propose (y) approve any transaction under, or any third party becoming an “interested shareholders” under Applicable Law, (D) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or similar instrument relating to recommend, adopt or approve, a Takeover any Acquisition Proposal, or (E) (x) recommend in favor of any Acquisition Proposal, (y) fail to make recommend against acceptance of any third party tender offer or exchange offer for the Common Stock within ten (10) Business Days after the commencement (as defined in accordance with Section 6.1(a)(ii)Rule 14d-2 under the Exchange Act) of such offer, or (z) fail to make, withdraw or modify in a manner adverse to Purchaser the Company Board Recommendation or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation Board Recommendation, (any of the foregoing in this clause (iiiE), a an “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoing, it It is agreed that any violation of the restrictions on of the Company set forth in the preceding sentence this Section by any Representative Representatives of the Company or any of its Subsidiaries shall be a breach of this Section 6.3by the Company.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier Neither Acquiror nor any of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, the Company shall notits Subsidiaries shall, nor shall it Acquiror or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquiror Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company Acquiror or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company Acquiror or any of its SubsidiariesSubsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced made, an intention to make, a Takeover Acquiror Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii)make, withdraw or modify or resolve in a manner adverse to take any action or make any public statement inconsistent with the Company Offer the Acquiror Board Recommendation (or Company Merger Recommendation recommend an Acquiror Acquisition Proposal) (any of the foregoing in this clause (iii), a an “Company Acquiror Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company Acquiror or any of its Subsidiaries, or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquiror Acquisition Proposal. Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company Acquiror and its Subsidiaries set forth in the preceding sentence this Section by any Subsidiary or Representative of the Company Acquiror or any of its Subsidiaries shall be a breach of this Section 6.3by Acquiror.

General Prohibitions. Subject to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier Neither Parent nor any of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, the Company shall notits Subsidiaries shall, nor shall it Parent or any of its Subsidiaries authorize or permit any of its Subsidiaries or any of its or their respective directors, officers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, initiate or take any action to knowingly facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameParent Acquisition Proposal, (ii) enter into or participate in any discussions discus- sions (other than to state that Parent is not permitted to have discussions) or negotiations regarding any Takeover Proposal, furnish to with any Third Party that is seeking to make, or has made, a Parent Acquisition Proposal, (iii) furnish any non-public information (whether orally or in writing) in response relating to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company Parent or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company Parent or any of its SubsidiariesSubsidiaries to, otherwise other- wise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage en- courage any effort by, by any Third Party that has made, or has informed the Company of any intention is seeking to make, or who has publicly announced an intention to makemade, a Takeover Parent Acquisition Proposal, (iii) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation (any of the foregoing in this clause (iii), a “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover ProposalParent Adverse Recommendation Change, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred fail to in Section 6.3(b)) enforce or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company Parent or any of its SubsidiariesSubsidiaries unless the Board of Directors of Parent determines after consulting with its outside legal counsel that the failure to waive such provision would be inconsistent with its fiduciary duties under Applicable Law; provided that Parent shall not en- force and hereby waives any provision of any such agreement that would prohibit a Third Party from communicating confidentially a Parent Acquisition Proposal to the Parent’s Board of Di- rectors, (vi) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (vii) enter into any agreement in principle, letter of in- tent, term sheet, merger agreement, acquisition agreement, option agreement or other similar in- strument relating to a Parent Acquisition Proposal (other than a confidentiality agreement to the extent contemplated by Section 7.04(b)); provided that (so long as Parent and its Representa- tives have otherwise complied in all material respects with this Section 7.04) none of the fore- going shall prohibit Parent and its Representatives from, at any time prior to the Parent Stock- holder Approval, participating in discussions with any Persons or group of Persons who has made a Parent Acquisition Proposal after the date of this Agreement solely to request the clari- fication of the terms and conditions thereof so as to determine whether the Parent Acquisition Proposal is, or could reasonably be expected to lead to, a Parent Superior Proposal, and any such actions shall not be a breach of this Section 7.04(a). Without limiting the foregoing, it It is agreed that any violation of the restrictions on the Company Parent set forth in the preceding sentence this Section 7.04 by any Representative of the Company Parent or any of its Subsidiaries shall be a breach of this Section 6.37.04 by Parent.

General Prohibitions. Subject After the date hereof and prior to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the Acceptance Time and the termination of this Agreement pursuant to Article VIII hereof and the Effective Timein accordance with ‎Article 11, the Company shall not, nor shall it authorize or permit any of and its Subsidiaries shall not (and the Company shall cause its or any of its or their respective directors, officers or employees Subsidiaries’ Representatives not to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives (collectively, “Representatives”) to), directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage or facilitate, any inquiries with respect to or the making submission of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameAcquisition Proposal, (ii) enter into or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, Subsidiaries to any Third Party that has madewith respect to inquiries regarding, or has informed the Company of any intention to makemaking of, or who has publicly announced an intention to make, a Takeover Acquisition Proposal, (iiiiii)(A) recommendwithdraw or modify in a manner adverse to Parent, the Company Board Recommendation, (B) approve, adopt or approve, or publicly propose to recommend, adopt or approve, a Takeover recommend any Acquisition Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or (C) make any public statement inconsistent recommendation in connection with a tender offer or exchange offer other than a recommendation against such offer or (D) exempt any person from the Company Offer Recommendation restrictions contained in any state takeover or Company Merger Recommendation similar Laws, including Section 203 of Delaware Law (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.3(b)) or (vi) grant any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoingSubsidiaries or (v) enter into any agreement in principle, it is agreed that any violation letter of the restrictions on intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than a confidentiality agreement with a Third Party to whom the Company set forth is permitted to provide information in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this accordance with Section 6.37.04(b)(i)).

General Prohibitions. Subject After the date hereof and prior to and except as permitted by Sections 6.3(b) and 6.3(h), until the earlier of the Acceptance Time and the termination of this Agreement pursuant to in accordance with this Section 7.03 or Article VIII hereof and the Effective Time11, the Company shall not, nor shall it authorize or permit any of and its Subsidiaries or any of (and its or and their respective directors, officers or employees to, directors and officers) shall not (and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or any of its Subsidiaries’ other advisors, agents or representatives (collectively, “Representatives”) Representatives not to), directly or indirectly, (i) solicit, initiateinitiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal, or knowingly encourage any offer or facilitate, any inquiries with respect inquiry that could reasonably be expected to or the making of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal or any public announcement by any Third Party of any Takeover Proposal or of any intention to make the sameresult in an Acquisition Proposal, (ii) enter into into, continue or participate in any discussions or negotiations regarding any Takeover Proposalwith, furnish any information relating to any Third Party any non-public information (whether orally or in writing) in response to or in furtherance of any Takeover Proposal (for avoidance of doubt, it being hereby acknowledged and agreed that the foregoing shall not prohibit the Company or any of its Representatives from making any Third Party aware of the provisions of this Section 6.3 in response to any Takeover Proposal, nor shall the foregoing prohibit the Company from engaging in discussions with its Representatives to the extent necessary to assist the Company in determining how to comply with the provisions of this Section 6.3 and applicable Law), Subsidiaries or afford any Third Party access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, Subsidiaries to any Third Party that has madewith respect to inquiries regarding, or has informed the Company making of any intention to makeor otherwise relating to, or who has publicly announced an intention to make, a Takeover Acquisition Proposal, (iii) recommendfail to make, adopt withdraw, modify or amend in a manner adverse to Parent the Company Board Recommendation (or approve, recommend or otherwise declare advisable (or agree or publicly propose to recommend, adopt or approve, a Takeover recommend or declare advisable) an Acquisition Proposal, or fail to make in accordance with Section 6.1(a)(ii), withdraw or modify or resolve to take any action or make any public statement inconsistent with the Company Offer Recommendation or Company Merger Recommendation ) (any of the foregoing in this clause (iii), a an “Company Adverse Recommendation Change”), (iv) take terminate, amend, modify, grant any action waiver, release or consent under or fail to enforce the Rights Agreement (other than the amendment contemplated by Section 5.23) or any standstill, confidentiality or similar agreement involving the Company and its securities, other than, in the case of any standstill, confidentiality or similar agreement involving the Company and its securities, to allow any Third Party to such agreement to make an Acquisition Proposal to the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including approving any transaction for purposes of or approving a Company that is not publicly disclosed by such Third Party becoming an “interested stockholder” under Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in and is not directly made to the Company’s certificate of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposalstockholders, (v) approve, adopt, recommend or enter into (x) any Takeover merger agreement, acquisition agreement or other similar definitive agreement (an “Alternative Acquisition Agreement”) or (y) any agreement in principle, letter of intent, term sheet, option agreement or other agreement or instrument relating to (or that contemplates or that would reasonably be expected to lead to) an Acquisition Proposal (other than a confidentiality agreement of with a Third Party to whom the type referred Company is permitted to provide information in accordance with Section 6.3(b7.03(b)(i)) ), or (vi) grant resolve, publicly propose or agree to do any Third Party any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company set forth in the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3.