Common use of General Prohibitions Clause in Contracts

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, (iv) make a Company Adverse Recommendation Change, (v) fail to enforce or grant 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 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents agents, advisors or advisors representatives (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage (including by way of furnishing non-public information) the submission of any Company Acquisition Proposal, or any inquiry or the making of any proposal that could reasonably be expected to lead to, the submission of any 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that has made, or, to the Company’s Knowledge, is seeking to make, or has made, a Company an Acquisition Proposal, (iviii) make (A) fail to make, withdraw, modify or qualify in any manner adverse to Parent the Company Board Recommendation, or (B) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, an Acquisition Proposal or announce that an Acquisition Proposal constitutes a Company Superior Proposal (any action described in this clause (A) or (B) being referred to as an “Adverse Recommendation Change”), (iv) agree to or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar Contract providing for, with respect to, or in connection with, any Acquisition Proposal, or (v) fail to enforce or grant 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 unless the Board of Directors of the Company determines after consulting with its outside legal counsel that the failure Representatives shall be deemed 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). It is agreed that any violation of the restrictions on the Company set forth in Agreement (including this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.03) by the Company.

General Prohibitions. Neither 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 nor any of its Subsidiaries shallshall not, nor shall the Company or any of its Subsidiaries it authorize or permit any of its Subsidiaries or any of its or their officers, respective directors, employeesofficers or employees to, and the Company shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants, consultants accountants or other advisors, agents or advisors representatives (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate initiate, or take knowingly encourage or facilitate, any action inquiries with respect to knowingly facilitate or encourage the submission making of any Company Acquisition Proposalproposal 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 (other than to state that the Company is not permitted to have discussions) or negotiations with regarding any Takeover Proposal, furnish to any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating (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 Subsidiaries 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 toSubsidiaries, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by by, any Third Party that is seeking has made, or has informed the Company of any intention to make, or who has madepublicly 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 Acquisition ProposalOffer 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 Company Adverse Recommendation ChangeThird 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) fail enter into any Takeover Proposal (other than a confidentiality agreement of the type referred to enforce 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 unless Subsidiaries. Without limiting 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; providedforegoing, 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). It it is agreed that any violation of the restrictions on the Company set forth in this Section the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company6.3.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, (iviii) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal or take any action or make a any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (viv) fail to enforce or grant 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 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 DirectorsSubsidiaries, (viv) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law any Takeover Statutes or (viivi) 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 an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section 6.04 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.04 by the Company.

General Prohibitions. Neither From and after the date of this Agreement until the earlier of the Exchange Effective Time and the termination of this Agreement in accordance with its terms, neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate initiate, or take any action to knowingly facilitate or encourage the submission of any Company Acquisition ProposalProposal by a Third Party or otherwise initiate any process that is intended to, or is reasonably likely to lead to the making of an Acquisition Proposal by any Third Party, (ii) enter into or participate in any discussions (other than to state that the Company is not permitted to have discussions) discussion or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford any access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage in any manner any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, (iviii) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal made by a Third Party or take any action or make a any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (viv) fail grant to enforce or 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 of equity securities of Defensive Measure, (v) exempt any transaction (except the Company transactions contemplated by this Agreement) or Person (other then Parent or its Affiliates) from any of its Subsidiaries 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 DirectorsTakeover Statute, (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 purchase agreement, option agreement or other similar instrument relating to a Company an Acquisition Proposal or (other than a confidentiality agreement vii) agree or commit to take any of the extent contemplated by Section 6.03(b)); provided that (so long as the Company and its Representatives have otherwise complied with actions described in 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(a8.03(a). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither Prior to the Closing, neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly assist, facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly 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 would be reasonably expected to make an Acquisition Proposal; (iii) fail to make, withdraw or has mademodify in a manner adverse to the Investor the Company Board Recommendation (or 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 Acquisition Proposalin his capacity as such)) inconsistent with the Company Board Recommendation (including publicly proposing to withdraw or modify the Company Board Recommendation)) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”); (iv) make a Company Adverse Recommendation Change, (v) fail to enforce enforce, or grant 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 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 LawSubsidiaries; 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, (viv) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law Law; or (viivi) 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 an 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(aagreement, an “Alternative Acquisition Agreement”). It is agreed that any violation of the restrictions on the Company set forth in this Section 7.04 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 7.04 by the Company.

General Prohibitions. Neither the Company Parent nor any of its Subsidiaries shall, nor shall the Company Parent or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company Parent Acquisition Proposal, (ii) enter into or participate in any discussions (other than to state that the Company Parent is not permitted to have discussions) or negotiations with any Third Party that is seeking to make, or has made, a Company Parent Acquisition Proposal, (iii) furnish any non-public information relating to the Company Parent or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company Parent or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company Parent Acquisition Proposal, (iv) make a Company Parent Adverse Recommendation Change, (v) fail to enforce or grant 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 Subsidiaries unless the Board of Directors of the Company 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, provided that the Company Parent shall not enforce and hereby waives any provision of any such agreement that would prohibit a third party Third Party from communicating confidentially a Company Parent Acquisition Proposal to the CompanyParent’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 Parent Acquisition Proposal (other than a confidentiality agreement to the extent contemplated by Section 6.03(b7.04(b)); provided that (so long as the Company Parent and its Representatives have otherwise complied in all material respects with this Section 6.037.04) none of the foregoing shall prohibit the Company Parent and its Representatives from, at any time prior to the Company Parent Stockholder Approval, participating in discussions with any Persons or group of Persons who has made a Company 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 6.03(a7.04(a). It is agreed that any violation of the restrictions on the Company Parent set forth in this Section 7.04 by any Representative of the Company Parent or any of its Subsidiaries shall be a breach of this Section 7.04 by the CompanyParent.

General Prohibitions. Neither Subject to Section 6.03(b), neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public nonpublic information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, (iviii) make a Company an Adverse Recommendation Change, (viv) fail to enforce or grant 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 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 DirectorsSubsidiaries, (viv) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viivi) 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 an Acquisition Proposal (other than a confidentiality agreement to the extent contemplated by 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, at any time prior to the Company Stockholder Approval, participating from contacting in discussions with writing any Persons or group of Persons who has made a Company 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither Except as otherwise expressly contemplated in this Section 6.03, neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, (iviii) make fail to make, publicly withdraw or publicly modify in a manner adverse to Parent the Company Board Recommendation (or, except in connection with a termination of this Agreement pursuant to Section 10.01(d)(i), publicly recommend an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (viv) fail to enforce or grant 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 unless the Board of Directors of or under 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 DirectorsRights Agreement, (viv) approve take any action to exempt from Section 351.407 or Section 351.459 of Missouri Law any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law other than the Merger or (viivi) 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 an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither Except as expressly permitted pursuant to Section 7.6(b), from and after the Company nor any date hereof and prior to the earlier of the termination of this Agreement in accordance with Section 11.1 and the Effective Time, Parent shall not (and Parent shall (i) cause its Subsidiaries shall, nor shall the Company or any of its Subsidiaries not to and (ii) not authorize or permit and shall instruct and use its reasonable best efforts to cause its and any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) its Subsidiaries’ Representatives not to), directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage or assist any inquiries or the making of any proposal or offer that constitutes or may reasonably be expected to lead to the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company Parent or any of its Subsidiaries or afford access to the business, properties, assets, personnel, books or records of the Company Parent or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by to any Third Party that is seeking with respect to makeinquiries regarding, or has madethe making of, a Company an Acquisition Proposal, (iviii) make fail to make, qualify, withdraw, or modify or amend in a Company manner adverse to the Sellers the Special Committee Recommendation or the Parent Board Recommendation (or recommend an Acquisition Proposal), or publicly propose to do any of the foregoing (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (viv) fail approve, endorse, recommend or enter into (or agree or publicly propose to enforce or grant do 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 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, (viforegoing) 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 an Acquisition Proposal (other than a confidentiality agreement with a Third Party to the extent contemplated by whom Parent is permitted to provide information in accordance with Section 6.03(b7.6(b)(i)); provided that ) (so long as the Company a “Parent Acquisition Agreement”) or (v) grant any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute or similar 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 have otherwise complied with this Section 6.03) none of the foregoing shall prohibit the Company and its Representatives from, at any time financing sources conducted prior to the Company Stockholder Approvaldate hereof with respect to any Acquisition Proposal or efforts to obtain an Acquisition Proposal, participating and shall also request such Third Party to promptly return or destroy all confidential information concerning Parent and its Subsidiaries prior to the date hereof. Parent hereby confirms that it is not currently in negotiations or 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 Third Party which would reasonably be expected to lead to, a Superior to the making of an Acquisition Proposal, and any such actions shall not be a breach of this Section 6.03(a). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, (iviii) make fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal) (any of the foregoing in this clause ‎(iii), an “Adverse Recommendation Change, (v”) fail to enforce or grant 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 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 (viiiv) 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; provided, however, that, notwithstanding anything to the contrary in this Agreement, the parties understand and agree that the Board has waived prior to entry into this Agreement any provisions in any agreements to which the Company and/or its Subsidiary(ies) are a party that prohibit the counterparty thereto from confidentially requesting the Company Acquisition Proposal to amend or waive the standstill provision in such agreement (other than i.e., a confidentiality agreement “don’t ask to waive” provision) to the extent contemplated by Section 6.03(b)); provided that necessary (so long as the Company and its Representatives have otherwise complied with this Section 6.03only to such extent) none of the foregoing shall prohibit the Company and its Representatives from, at any time prior to enable such counterparty to communicate confidentially an Acquisition Proposal 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the CompanyBoard.

General Prohibitions. Neither (i) From the date of this Agreement until the 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 nor any of its Subsidiaries shall, nor shall and the Company or any of and its Subsidiaries authorize or permit shall cause its and their respective officers and directors (other than any of Designated Individual) and shall use their reasonable best efforts to cause its or and their officers, directors, respective employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (each of the foregoing, a “RepresentativesRepresentative”) not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly assist, facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate in or encourage any effort by any Third Party or Table of Contents Representative thereof that has made, is seeking to makemake or would reasonably be expected to make an Acquisition Proposal (other than to refer them to the terms of this Agreement that prohibit such discussions), (iii) (A) fail to include the Company Board Recommendation or has madethe Special Committee Recommendation in the Schedule 14d-9 or withdraw or modify in a manner adverse to Parent or Merger Sub the Company Board Recommendation or the Special Committee Recommendation or (B) recommend an Acquisition Proposal or (C) make any public proposal to withdraw or modify in a manner adverse to Parent or Merger Sub the Company Board Recommendation or Special Committee Recommendation (any of the foregoing in this clause (iii), a Company Acquisition Proposalan “Adverse Recommendation Change”), (iv) make a Company Adverse Recommendation Change, (v) fail to enforce or grant 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 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 take any action to exempt any Person becoming an “interested stockholder” under(other than Parent and its Subsidiaries) from the restrictions of, Section 203 of Delaware Law or any provision contained in the Company’s Organizational Documents having similar effect or (viiv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar agreement or instrument relating to a Company an Acquisition Proposal (other than an Acceptable Confidentiality Agreement pursuant to Section 7.03(b)). (ii) 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 or Representative thereof with respect to any Acquisition Proposal and shall use reasonable best efforts to cause any such Third Party (together with its Representatives) that has executed a confidentiality agreement to in connection with any Acquisition Proposal since the extent contemplated by Section 6.03(b)); provided date 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 is one year prior to the Company Stockholder Approval, participating date hereof and is in discussions with any Persons possession of confidential information heretofore furnished by 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative behalf of the Company or any of its Subsidiaries in connection with the consideration of an Acquisition Proposal (and all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze that information) to return or destroy all such information as promptly as practicable. (iii) Nothing contained herein shall prevent the Company Board or the Special Committee from (A) complying with Rule 14e-2(a) under the Exchange Act, (B) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act or (C) making a statement contemplated by Item 1012(a) of Regulation M-A under the Exchange Act; provided, however, that any such disclosure or public statement that contains an Adverse Recommendation Change shall be a breach subject to the provisions of this Section 7.03(a) (it being understood, for the avoidance of doubt, that a disclosure that constitutes only a customary “stop, look and listen” statement or similar communication of the type contemplated by Rule 14d-9(f) under the CompanyExchange Act shall not, in and of itself, be deemed to be an Adverse Recommendation Change).

General Prohibitions. Neither Except as expressly permitted by Section 6.03(b), neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage (including by way of providing non-public information) the submission of any inquiries, proposals or offers that constitute or would reasonably be expected to lead to, any Company Acquisition Proposal, (ii) enter into into, continue or otherwise participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makerespect thereto, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries toto any Third Party in connection therewith, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, knowingly facilitate or encourage any effort by any Third Party that is seeking such inquiries, proposals, discussions or negotiations, (iii) fail to make, or has madewithdraw, change, qualify or modify (or publicly propose to withdraw, change, qualify or modify) in a manner adverse to Parent, the Company Board Recommendation (or adopt, approve or recommend, or publicly propose to adopt, approve or recommend, a Company Acquisition ProposalProposal or take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Company Recommendation Change”), (iv) make enter into any agreement or understanding (including, without limitation, any definitive transaction document, letter of intent or similar agreement) relating to a Company Adverse Recommendation ChangeAcquisition Proposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (v) fail to enforce or grant 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 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; providedSubsidiaries, 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, or (vi) approve resolve or propose to do 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)foregoing. It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by 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. Neither the Company Board, the Company nor any of its Subsidiaries shall, nor shall the Company Board, the Company or any of its Subsidiaries authorize or permit direct any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to, directly or indirectly, : (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage (including by way of furnishing information) the submission of any Company Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, ; (ii) enter into into, engage in or otherwise participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries (except as required by Law) to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by with any Third Party that is seeking to make, or has made, a Company or, to the Knowledge of the Company, is considering making, an Acquisition Proposal, Proposal (ivexcept to provide notification of or disclose the existence of the provisions of this Section 5.2(a)); (iii) make a Company an Adverse Recommendation Change, ; (v) fail to enforce or grant 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 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 (viiiv) enter into any agreement in principle, agreement-in-principle (including any letter of intent, intent or term sheet), merger agreement, acquisition agreement, option agreement or other similar instrument relating to a Company an Acquisition Proposal (other than a confidentiality agreement to the extent contemplated by Section 6.03(b)); provided or offer 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 toto an Acquisition Proposal; (v) waive, a Superior Proposalterminate, and modify or fail to enforce any provision of any “standstill” or similar obligation of any Person (unless Company shall have first obtained the prior written consent of Parent to such actions shall not be a breach of this Section 6.03(awaiver, termination, modification or failure to enforce). It is agreed that any violation of the restrictions on the Company set forth in this Section ; or (vi) resolve by any Representative action of the Company Board, publicly propose or agree to do any of its Subsidiaries shall be a breach the foregoing. For the purposes of this Section by Agreement, an “Adverse Recommendation Change” shall occur if the Company Board (A) withholds, withdraws, qualifies or modifies (or 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 the Merger or (B) adopts, approves or recommends to the Company’s stockholders an Acquisition Proposal.

General Prohibitions. Neither Except as expressly permitted pursuant to Section 6.4(b), from and after the date hereof and prior to the earlier of the termination of this Agreement in accordance with Section 10.1 and the Closing Date, the Company nor shall not (and the Company shall (A) cause its Subsidiaries not to and (B) not authorize or permit and shall instruct and use reasonable best efforts to cause its Representatives and any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Subsidiaries' Representatives not to), directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage or assist any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by to any Third Party that is seeking with respect to makeinquiries regarding, or has madethe making of, a Company an Acquisition Proposal, (iviii) make qualify, withdraw, or modify 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 do any of the foregoing (any of the foregoing in this clause (iii), an "Adverse Recommendation Change"), (viv) fail approve, endorse, recommend or enter into (or agree or publicly propose to enforce or grant do 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 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, (viforegoing) 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 an Acquisition Proposal (other than a confidentiality agreement with a Third Party to whom the extent contemplated by Company is permitted to provide information in accordance with Section 6.03(b6.4(b )(i)); provided that , or (so long as v) grant any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute or similar provision contained in the Company and its Representatives have otherwise complied with this Section 6.03) none Charter Documents other than a waiver 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 obligations of Persons who has made a Company Acquisition Proposal after 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 request the clarification of the terms and conditions thereof so as enable such Third Parties to determine whether the make an Acquisition Proposal isto 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 could reasonably be expected negotiations, if any, with any Third Party and its Representatives and its financing sources conducted prior to lead to, a Superior the date hereof with respect to any Acquisition Proposal or efforts to obtain an Acquisition Proposal, and any shall also request such actions shall not be a breach of this Section 6.03(a). It is agreed that any violation of the restrictions on Third Party to promptly return or destroy all confidential information concerning the Company set forth in this Section by any Representative of the Company or any of and its Subsidiaries shall be a breach of this Section by prior to the Companydate hereof.

General Prohibitions. Neither From and after the date hereof until the earlier to occur of the Acceptance Time or the date of termination of this Agreement in accordance with Article 11, neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents agents, advisors or advisors other representatives (“Representatives”) to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage the submission of any Company Acquisition Proposal, (ii) enter into into, engage in or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public nonpublic information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, (iviii) make (A) qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Adverse Recommendation ChangeBoard Recommendation, (vB) fail adopt, endorse, approve or recommend, or propose publicly to enforce adopt, endorse, approve or grant recommend, any waiver Acquisition Proposal, or release under resolve to take any standstill such action, (C) publicly make any recommendation in connection with a tender offer or similar agreement with respect to any class of equity securities of exchange offer (other than the Company Offer) other than a recommendation against such offer or any of its Subsidiaries unless 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 determines Board Recommendation within ten Business Days after consulting with its outside legal counsel that the failure a request by Parent to waive such provision would be inconsistent with its fiduciary duties under Applicable Law; provided, that do so (provided the Company shall not enforce and hereby waives be required to issue more than one such press release in response to any provision of any such agreement that would prohibit a third party from communicating confidentially a Company Acquisition Proposal or any material modification thereto) or (E) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s Board stockholders (any of Directorsthe foregoing in this clause (iii), (vi) approve any transaction underan “Adverse Recommendation Change”), or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viiiv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument Contract relating to a Company an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Subsidiary of the Company or any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither Subject to Section 6.4(b), neither the Company nor any of its Subsidiaries the Company’s subsidiaries shall, nor shall the Company or any of its Subsidiaries the Company’s subsidiaries authorize or permit any of its or their officers, directors, employeesEmployees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public nonpublic information relating to the Company or any of its Subsidiaries the Company’s subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries the Company’s subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party third party that is seeking to make, or has made, a Company an Acquisition Proposal, (iviii) make a Company an Adverse Recommendation Change, (viv) fail to enforce or grant 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 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 Directorssubsidiaries, (viv) approve any transaction underPerson as “an acquiring person” or such “Person’s share acquisition” as provided in Section 23B.19.040 of the Act, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viivi) 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 an Acquisition Proposal (other than a confidentiality agreement to the extent contemplated by in Section 6.03(b6.4(b)); provided provided, that (so long as the Company and its Representatives have otherwise complied with this Section 6.036.4) 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 from contacting any Persons or group of Persons who has have made a Company 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(a6.4(a). It is agreed that any violation of the restrictions on the Company set forth in 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 6.4 by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize authorize, allow or permit any of its or their officers, directors, Representatives (other than non-officer employees, investment bankers, attorneys, accountants, consultants or other agents or advisors ) to (“Representatives”) toand the Company shall use its reasonable best efforts to cause its and its Subsidiaries’ non-officer employees to not), directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage the submission of any Company Acquisition Proposal, (ii) enter into into, engage in or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or books, records of work papers and other documents related to the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, in each case with respect to an Acquisition Proposal, (iviii) (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 such action, (C) publicly make any 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 Board Recommendation within ten Business Days after a request by Parent to do so or (E) fail to include the Company Board Recommendation in the Proxy Statement when disseminated to the Company’s stockholders (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (viv) fail to enforce or grant 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 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 (viiv) enter into any agreement in principle, letter of intent, indication of interest, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to a Company an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither Subject to Section 7.04(b), neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, (iviii) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal or take any action or make a any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (viv) fail to enforce or grant 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 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 DirectorsSubsidiaries, (viv) approve any transaction undertransaction, or any Person becoming an “interested stockholder” under”, under Section 203 3-603 of Delaware Law Maryland Law, or exempt any transaction or Person from any other Antitakeover Statute, or (viivi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition purchase agreement, option agreement or other similar instrument relating to a Company an 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). It is agreed that that, subject to Section 7.04(b), any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shallSubject to Section 8.4(b), Target shall not, nor shall the Company or any of its Subsidiaries it authorize or permit any of its Subsidiaries or authorize any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) respective Representatives to, directly or indirectly, (iA) solicit, initiate initiate, encourage or take knowingly facilitate, any action to knowingly facilitate inquiries or encourage the submission making of any Company proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition ProposalProposal for Target, (iiB) enter into or participate engage in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makeregarding, or has madethat could reasonably be expected to lead to, a Company any Acquisition ProposalProposal for Target, furnish to any third party (iii) furnish any non-public information relating to the Company or any Representative of its Subsidiaries any third party) any information (whether orally or in writing) in connection with, or in furtherance of, any Acquisition Proposal for Target, or afford access to the business, properties, assets, books or records of the Company Target or any of its Subsidiaries toSubsidiaries, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by by, any Third Party third party (or any Representative of any third party) that has made, is seeking to make or has informed Target of any intention to make, or has madepublicly announced an intention to make, a Company an Acquisition ProposalProposal for Target, (iv) make a Company Adverse Recommendation Change, (vC) fail to enforce make, withdraw, qualify, amend or grant any waiver modify or release under any standstill publicly propose to withdraw, qualify, amend or similar agreement 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 class of equity securities Acquisition Proposal for Target shall be considered an amendment or modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, an Acquisition Proposal for Target, or take any action or make any statement inconsistent with the Target Recommendation (any of the Company or foregoing in this clause (C), a “Change in the Target Recommendation”), (D) take any of its Subsidiaries unless action to make 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 provisions of any such agreement that would prohibit a third party from communicating confidentially a Company Acquisition Proposal to the Company’s Board of Directors, “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (vi) approve including approving any transaction under, or any Person a third party becoming an “interested stockholderaffiliated shareholder” under, Section 203 21.606 of Delaware Law the TBOC), or any restrictive provision of any applicable anti-takeover provision in Target’s articles of incorporation or bylaws, inapplicable to any transactions contemplated by an Acquisition Proposal, (viiE) 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 contract or instrument constituting or relating to a Company an Acquisition Proposal for Target (other than a confidentiality agreement of the type referred to the extent contemplated by in Section 6.03(b8.4(b)); provided that , 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 (so long as the Company and its Representatives have otherwise complied with this Section 6.03) none any of the foregoing shall prohibit the Company and its Representatives fromagreements in this clause (E), at a “Target Acquisition Contract”), (F) enter into any time prior to the Company Stockholder Approval, participating in discussions confidentiality or similar agreement with any Persons third party which prohibits Target from providing or group of Persons who has made a Company Acquisition Proposal after the date of this Agreement solely making available to request the clarification Parent pursuant to Section 8.4(b) any of the terms and conditions thereof so as information to determine whether be provided to such third party in the Acquisition Proposal istime periods provided in Section 8.4(b), (G) grant or permit any third party any waiver or release under, or could reasonably be expected fail to lead toenforce any provision of, a Superior Proposalany confidentiality, and “standstill” or similar agreement with respect to any such actions shall not be a breach class of this Section 6.03(a)securities of Target or any of its Subsidiaries or (H) resolve, propose or agree to do any of the foregoing. It Without limiting the foregoing, it is agreed that any violation of the restrictions on the Company Target set forth in this Section the preceding sentence by any Representative of the Company Target or any of its Subsidiaries shall be a breach of this Section section by the CompanyTarget.

General Prohibitions. Neither From and 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 in accordance with Article 10, neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage the submission of any Company Acquisition Proposal, (ii) enter into into, engage in or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford 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 Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, knowingly facilitate or knowingly encourage any effort by any Third Party that that, to the Company’s Knowledge, is seeking to make, or has made, an Acquisition Proposal (other than to state the terms of this Agreement prohibit such discussion), (iii) (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, (iv) make a Company Adverse Recommendation Changeor resolve to take any such action, (vC) fail to enforce publicly make any recommendation in connection with a tender offer or grant any waiver exchange offer other than a recommendation against such offer or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries unless a temporary “stop, look and listen” communication by the Board of Directors of the Company determines after consulting type contemplated by Rule 14d-9(f) under the 1934 Act; (D) other than with its outside legal counsel that respect to a tender or exchange offer described in clause (C), following the failure date any Acquisition Proposal or any material modification thereto is first publicly announced, fail to waive such provision would be inconsistent with its fiduciary duties under Applicable Law; provided, that issue a press release reaffirming the Company shall not enforce and hereby waives any provision of any such agreement that would prohibit Board Recommendation within ten Business Days after a third party from communicating confidentially a request by Parent to do so or (E) fail to include the Company Acquisition Proposal Board Recommendation in the Proxy Statement when disseminated to the Company’s Board Company Stockholders (any of Directorsthe foregoing in this clause (iii), (vi) approve any transaction underan “Adverse Recommendation Change”), or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viiiv) enter into any agreement in principle, letter of intent, indication of interest, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument Contract relating to a Company an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Subsidiary of the 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 6.03(b) by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort 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 is seeking could reasonably be expected to make, or has made, a Company lead to an Acquisition Proposal, (iviii) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal or make a any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (viv) fail to enforce or grant 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 unless the Board of Directors of the Company determines in good faith, after consulting consultation with its outside legal counsel counsel, that the failure to waive take such provision action would be inconsistent with its fiduciary duties under Applicable Delaware Law; provided, provided that the Company shall not enforce and hereby waives any provision of any such agreement that would prohibit a third party Third Party from communicating confidentially a Company an Acquisition Proposal to the Company’s Board of Directors, (viv) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viivi) 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 an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither Except as set forth in this ‎Section 6.03, the Company agrees that from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with ‎Section 10.01, neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any other action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, (iviii) (A) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation, (B) recommend an Acquisition Proposal or take any action or make any statement inconsistent with the Company Board Recommendation or (C) fail to recommend against any Acquisition Proposal subject to Regulation 14D under the 1934 Act in a Company 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), an “Adverse Recommendation Change”), (viv) fail to enforce or grant 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 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 underSubsidiaries, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viiv) 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 an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section ‎Section 6.03(a) by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall and the Company or any of and its Subsidiaries authorize or permit any of shall use reasonable best efforts to cause its or and their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) respective Representatives not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or knowingly encourage the submission of any Company Acquisition Proposal, ; (ii) enter into or participate in any discussions (other than except solely to state notify a Person that makes any inquiry or offer with respect to an Acquisition Proposal of the Company is not permitted existence of the provisions of this Section 6.03 and to have discussionsclarify the terms and conditions of any Acquisition Proposal) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly 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 is seeking an Acquisition Proposal; (iii) (A) fail to make, withdraw or has madequalify or modify in a manner adverse to Parent, a the Company Board Recommendation, (B) fail to include the Company Board Recommendation in the Proxy Statement, (C) approve, adopt or recommend an Acquisition Proposal, (ivD) 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 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 (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 a Company an additional request upon any material change in the terms of such Acquisition Proposal or (E) publicly propose to do any of the foregoing in clauses (A) through (D) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change, (v) fail to enforce or grant 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 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 (viiiv) authorize or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument or agreement, whether written or oral, binding or non-binding, relating to a Company an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither Except as expressly permitted by Section 7.4(b), neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission making by any Person (other than Parent and its Affiliates) of any Company inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any Acquisition Proposal, (ii) enter into into, continue, or otherwise participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking Person (other than Parent and its Affiliates) in furtherance of an inquiry or to make, or has made, a Company obtain an Acquisition Proposal, or (iii) furnish enter into any non-public information relating agreement, understanding or arrangement 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, terminate or any of fail to consummate the Transactions or breach its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company Acquisition Proposalobligations hereunder, (iv) make a Company Adverse Recommendation Changesubject to Section 7.4(e), (v) fail to enforce or grant 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 unless the Board of Directors Subsidiaries, or (v) resolve or propose to do any 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 foregoing. The Company shall not enforce take, and hereby waives shall cause its Subsidiaries to take, all actions reasonably necessary to cause its Representatives to immediately cease any provision of and all existing activities, discussions or negotiations, if any, with any such agreement that would prohibit a third party from communicating confidentially a Company Acquisition Proposal Third Party and its Representatives and its financing sources conducted prior to the Company’s Board of Directors, (vi) approve date hereof with respect to any transaction under, or any Acquisition Proposal. The Company shall promptly request each 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 that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal, if any, to the extent contemplated return or destroy all confidential information heretofore furnished to such Person by Section 6.03(b)); provided that (so long as or on behalf of the Company and its Representatives have otherwise complied with this Subsidiaries. Except as expressly permitted by Section 6.03) none of the foregoing shall prohibit 7.4(d), neither the Company and its Representatives fromBoard nor any committee thereof shall (A) fail to make, at any time prior 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 Stockholder ApprovalBoard Recommendation, participating in discussions with (B) adopt, approve or recommend or propose to adopt, approve or recommend (publicly or otherwise) any Persons or group of Persons who has made a Company 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 date commencement of such Acquisition Proposal, or (E) fail to include the Company Board Recommendation in favor of approval and adoption of this Agreement solely to request and the clarification of Merger in the terms and conditions thereof so as to determine whether Proxy Statement (any action described in the Acquisition Proposal isforegoing clauses (A) through (E), 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(aan “Adverse Company Recommendation Change”). It is agreed that any violation of the restrictions on the Company set forth in this Section 7.4(a) by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 7.4(a) by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, (iv) make a Company Adverse Recommendation Change, (v) fail to enforce or grant 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 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, provided that the Company shall not enforce and hereby waives any provision of any such agreement that would prohibit a third party 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). It is agreed that any violation of the restrictions on the Company set forth in this Section 6.03 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.03 by the Company.

General Prohibitions. Neither The Company, its Subsidiaries and the persons specified on Section 6.04(a) of the Company nor any of Disclosure Schedule (such persons, the “Specified Persons”) shall not, and the Company and its Subsidiaries shall, nor shall the Company or any of its Subsidiaries not authorize or permit direct any of its or their other directors, officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents agents, auditors, advisors or advisors (“Representatives”) other representatives to, directly or indirectly, (i) solicit, initiate initiate, propose, seek or take any action to for the purpose of the making, submission or announcement of, or knowingly facilitate facilitate, assist, induce or encourage the making, submission of or announcement of, any Company proposal that constitutes, or that would reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or into, engage in, participate in or maintain or continue any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books books, records or records other non-public information of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate facilitate, induce or encourage encourage, any effort by any Third Party that is seeking to make, or has made, a Company concerning an Acquisition Proposal, (iviii) make a Company Adverse Recommendation Change, (vA) fail to enforce make, qualify, withdraw, withhold, amend or grant any waiver modify in a manner adverse to Parent or release under any standstill Merger Subsidiary, or similar agreement with respect propose publicly to any class of equity securities of qualify, withdraw, withhold, amend or modify, the Company Board Recommendation, (B) adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any of its Subsidiaries unless 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 determines after consulting with its outside legal counsel pursuant to Rule 14d-9(f) promulgated under the 1934 Act (or any substantially similar communication) (it being understood that the failure Board of Directors (or a committee thereof) may refrain from taking a position with respect to waive 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 provision would be inconsistent with its fiduciary duties under Applicable Law; providedAcquisition 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 issue a press release reaffirming the Company Board Recommendation within five Business Days after a written request by Parent to do so (it being understood that the Company shall will not enforce and hereby waives any provision of any be obligated to issue such agreement a press release on more than five occasions) or (E) fail to include the Company Board Recommendation in the Company Proxy Statement that would prohibit a third party from communicating confidentially a Company Acquisition Proposal is mailed to the Company’s Board stockholders (any of Directorsthe foregoing in this clause (iii), an “Adverse Recommendation Change”), (viiv) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of the Delaware Law Law, (v) submit any Acquisition Proposal or any matter related thereto to the vote of the stockholders of the Company, or (viivi) enter into authorize or commit to do any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to the foregoing. It is agreed that (a) any action taken by a Representative of the Company Acquisition Proposal (other than a confidentiality agreement to the extent contemplated Specified Person) that is authorized or directed by Section 6.03(b)); provided that (so long as the Company or any Specified Person or that a Specified Person is made aware of and its Representatives have otherwise complied with this Section 6.03) none of does not take action to cease and that, if taken by the foregoing shall prohibit the Company and its Representatives fromCompany, 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 would constitute a breach of this Section 6.03(a). It is agreed that any violation of the restrictions on 6.04, will be deemed to constitute a breach by the Company set forth in of this Section 6.04; and (b) any action taken by any Representative of a Specified Person and that, if taken by the Company or any of its Subsidiaries shall be Company, would constitute a breach of this Section 6.04, will be deemed to constitute a breach by the CompanyCompany 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. Neither (i) Subject to Section 6.3(b), neither the Company nor any of its Subsidiaries shall, nor shall and the Company or any of and its Subsidiaries shall cause its and their respective directors, officers, employees not to, shall direct its Representatives not to, and shall not authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate initiate, propose or knowingly take any action to knowingly facilitate or encourage any inquiries or the making or submission of any Company proposal or offer that constitutes, or would reasonable be expected to lead to, any Acquisition ProposalProposal (including by approving any transaction, or approving any Person or Group (within the meaning of Rule 13d-5 under the 1934 Act) becoming an “interested stockholder,” for purposes of Article TENTH of the Company’s certificate of incorporation), (ii) enter into or participate in any discussions (other than to state that the Company is not permitted to have discussions) , communications or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries Subsidiaries, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party relating to or in furtherance of, any proposal or offer that is seeking to makeconstitutes, or has madewould reasonably be expected to lead to, a Company any Acquisition Proposal, (iviii) make a Company Adverse Recommendation Change(x) approve, (v) fail to enforce endorse or grant recommend 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 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 underproposal, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viiy) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement agreement, letter of intent (binding or non-binding) or other similar instrument Contract, in each case of clause (x) or (y), relating to a Company any Acquisition Proposal (other than a confidentiality agreement to the extent contemplated by Section 6.03(b)); provided or any proposal or offer 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 isconstitutes, or could would reasonably be expected to lead to, a Superior Proposalany Acquisition Proposal (other than, in the case of clause (y), an Acceptable Confidentiality Agreement (and any such actions agreement in clause (y), an “Alternative Acquisition Agreement”)), or (iv) resolve or agree to do any of the foregoing. (ii) Subject to Section 6.3(b), the Board of Directors of the Company will not (nor will any committee thereof): (A) withhold, withdraw, qualify or modify (in a manner adverse to Parent) (or publicly propose or resolve to withhold, withdraw, qualify or modify (in a manner adverse to Parent)) the Company Board Recommendation (it being understood that it shall not be considered a breach modification adverse to Parent that is material if (x) any Acquisition Proposal structured as a tender or exchange offer is commenced and the Board of Directors of the Company fails to publicly recommend against acceptance of such tender or exchange offer by the holders of Company Stock within ten (10) Business Days of commencement thereof pursuant to Rule 14d-2 of the 1934 Act or (y) any Acquisition Proposal is publicly announced (other than by the commencement of a tender or exchange offer)) and the Board of Directors of the Company fails to issue a public press release within ten (10) Business Days of such public announcement providing that the Board of Directors of the Company reaffirms the Company Board Recommendation; (B) authorize, adopt, approve, endorse, recommend or otherwise declare advisable (or propose to authorize, adopt, approve, endorse, recommend or otherwise declare advisable), any Acquisition Proposal; (C) fail to include the Company Board Recommendation in the Proxy Statement, (D) fail to publicly reaffirm the Company Board recommendation within ten (10) Business Days after Parent so requests in writing (it being understood that the Company will have no obligation to make such reaffirmation on more than two separate occasions); and (E) except as expressly permitted by, and after compliance with, this Section 6.03(a). It is agreed that 6.3, approve or recommend, or declare advisable or propose to enter into, or cause or permit the Company to enter into, any violation Alternative Acquisition Agreement (any of the restrictions on the Company actions set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Companyforegoing clauses (A) through (E), an “Adverse Recommendation Change”).

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (iA) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company Acquisition Proposal or any inquiry, indication of interest or the making of any proposal that could reasonably be expected to lead to any Acquisition Proposal, (iiB) enter into conduct or participate engage in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish disclose any non-public information relating to the Company or any of its Subsidiaries to, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, knowingly facilitate or encourage any effort by by, any Third Party third party that is seeking to could make, or has made, a Company any Acquisition Proposal, (ivC) make a Company Adverse Recommendation Change, (vx) fail to enforce or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities third party a waiver of the ownership limitation of Company or any of its Subsidiaries 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 securities set forth in the Company’s Board of DirectorsOrganizational Documents, or (viy) approve any transaction under, or any Person third party becoming an “interested stockholdershareholders” underunder Applicable Law, Section 203 of Delaware Law or (viiD) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to any Acquisition Proposal, or (E) (x) recommend in favor of any Acquisition Proposal, (y) 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 Exchange Act) of such offer, or (z) fail to make, withdraw or modify in a Company Acquisition Proposal (other than a confidentiality agreement manner adverse to the extent contemplated by Section 6.03(b)); provided that (so long as Purchaser the Company and its Representatives have otherwise complied Board Recommendation or take any action or make any statement inconsistent with this Section 6.03) none the Company Board Recommendation, (any of the foregoing shall prohibit the Company and its Representatives fromin this clause (E), 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(aan “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on of the Company set forth in this Section by any Representative Representatives of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither Subject to Section 6.4(b), the Company nor any of its Subsidiaries shallshall not, nor shall the Company or any of its Subsidiaries it authorize or permit any of its Subsidiaries or any of its or their officers, respective directors, officers or employees, investment bankers, financial advisors, attorneys, accountants, consultants accountants or other advisors, agents or advisors representatives (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate initiate, or take knowingly encourage or facilitate, any action to knowingly facilitate inquiries or encourage the submission making of any Company Acquisition proposal that constitutes or is reasonably likely to lead to a Takeover Proposal, (ii) other than solely informing Persons of the provisions contained in this Section 6.4, enter into or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with regarding any Takeover Proposal, furnish to any Third Party that is seeking to makeany information (whether orally or in writing) in connection with, or has madein furtherance, a Company Acquisition of any Takeover Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries toSubsidiaries, 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, is seeking to make or has informed the Company of any intention to make, or has madepublicly 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 take any action or make any statement inconsistent with the Offer Recommendation or Merger Recommendation (any of the foregoing in this clause (iii), a “Company Acquisition ProposalAdverse 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 under, or a Company Adverse Recommendation ChangeThird Party becoming an “interested shareholder” under, Article 14 (Affiliated Transactions) of the VSCA), or any restrictive provision of any applicable anti-takeover provision in the Company’s articles of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (v) fail 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 enforce a Takeover Proposal (other than a confidentiality agreement of the type referred to in Section 6.4(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 unless Subsidiaries. Without limiting 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; providedforegoing, 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). It it is agreed that any violation of the restrictions on the Company set forth in this Section the preceding sentence by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither Prior to receipt of the Company Parent Shareholder Approvals, neither Parent nor any of its Subsidiaries shall, nor shall the Company Parent or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company Parent 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company Parent or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company Parent or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, knowingly participate in, knowingly facilitate or encourage any effort by any Third Party that has indicated to Parent it is seeking to make, or has made, a Company Parent Acquisition Proposal, (iv) make a Company Adverse Recommendation Change, (viii) fail to enforce make, withdraw or modify in a manner adverse to the Company the Parent Board Recommendation (or recommend a Parent Acquisition Proposal or take any action or make any statement inconsistent with the Parent Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Parent Recommendation Change”), (iv) grant 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 Subsidiaries unless to the Board of Directors of the Company determines after consulting with its outside legal counsel that the failure extent such waiver or release would permit any Person 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 make a third party from communicating confidentially a Company Parent 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 (viiv) 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 Parent 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). It is agreed that any violation of the restrictions on the Company Parent set forth in this Section by any Representative of the Company Parent or any of its Subsidiaries shall be a breach of this Section by Parent. Making an Adverse Parent Recommendation Change shall not relieve Parent of its obligation to hold the CompanyParent Shareholders Meeting to seek the Parent Shareholder Approvals in accordance with Section 8.06.

General Prohibitions. Neither Until the earlier of the Closing Date and the date of termination of this Agreement pursuant to the provisions of Article VII, the Seller Entities will not take, and shall cause the Company and its Subsidiaries not to take, nor will the Seller Entities permit any of the Seller Entities, the Company’s or its Subsidiaries shallSubsidiaries’ officers, nor shall directors, consultants, employees, shareholders, partners, members, attorneys, investment advisors, accountants, agents or other representatives (collectively, “Representatives”) to (directly or indirectly), take, any of the Company following actions with any Person other than Purchaser or any of its Subsidiaries authorize Affiliates and designees: (i) solicit, initiate, seek, or permit knowingly encourage, facilitate or induce the making, submission or announcement (except as to announcements required by applicable Law) of, any offer, indication of its interest or their officersproposal, directorswhether oral, employeeswritten, investment bankersor otherwise, attorneysformal or informal, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, acquire the US Parent Subsidiary and the Target Subsidiaries or any portion of the US Parent Subsidiary and the Target Subsidiaries’ business, taken as a whole, whether by purchase of assets, exclusive license, purchase of stock, merger or other business combination, or otherwise (ibut excluding sales of assets and licenses made in the ordinary course of business) solicit, initiate or take (any action to knowingly facilitate or encourage of the submission of any Company Acquisition foregoing being a “Competing Transaction Proposal”), (ii) enter into disclose (except disclosures which the Seller Entities are obliged to make under applicable stock exchange rules or participate in the laws of any discussions (other than competent jurisdiction) to state that any Person, or discuss with any Person, any confidential information relating to the Company is not permitted and the Target Subsidiaries that would reasonably be expected to have discussions) encourage or negotiations result in the making of any Competing Transaction Proposal or in connection with any Third Party that is seeking to make, or has made, a Company Acquisition Competing Transaction Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assistenter into, participate in, facilitate maintain or encourage continue any effort by communications or negotiations regarding any Third Party that is seeking to make, or has made, a Company Acquisition Competing Transaction Proposal, (iv) make a Company Adverse Recommendation Changeagree to, accept, recommend or endorse (or publicly propose or announce any intention or desire to agree to, accept, recommend or endorse) any Competing Transaction Proposal, or (v) fail to enforce or grant 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 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 contract or other similar instrument agreement 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 isto, or could reasonably be expected otherwise agree to lead toor consummate or effect, a Superior any Competing Transaction Proposal, and any such actions shall not be a breach of this Section 6.03(a). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, knowingly participate in, knowingly facilitate or encourage any effort by any Third Party that has indicated to the Company it is seeking to make, or has made, a Company Acquisition Proposal, (iv) make a Company Adverse Recommendation Change, (viii) fail to enforce 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 2.02(c) or withdraw or modify in a manner adverse to Parent the Company Board Recommendation or the Final Offer Recommendation, if any, (or recommend a Company Acquisition Proposal or take any action or make any statement inconsistent with the Company Board Recommendation or the Final Offer Recommendation, if any) (any of the foregoing in this clause (iii), an “Adverse Company Recommendation Change”), (iv) grant 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 unless to the Board of Directors of the Company determines after consulting with its outside legal counsel that the failure extent such waiver or release would permit any Person 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 make 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 (viiv) 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by 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. Neither After the date hereof and prior to the earlier of the Acceptance Time and the termination of this Agreement in accordance with Article 11, the Company nor any of and its Subsidiaries shall, nor shall not (and the Company shall cause its or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Subsidiaries’ Representatives not to), directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by to any Third Party that is seeking with respect to makeinquiries regarding, or has madethe making of, a Company an Acquisition Proposal, (iviii) (A) withdraw or modify in a manner adverse to Parent, the Company Board Recommendation, (B) approve, adopt or recommend any Acquisition Proposal, (C) make any recommendation in connection with a Company tender offer or exchange offer other than a recommendation against such offer or (D) exempt any person from the restrictions contained in any state takeover or similar Laws, including Section 203 of Delaware Law (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (viv) fail to enforce or grant 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 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 (viiv) 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 an Acquisition Proposal (other than a confidentiality agreement with a Third Party to whom the extent contemplated by Company is permitted to provide information in accordance with Section 6.03(b7.04(b)(i)); 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither From and after the date hereof until the earlier to occur of the Acceptance Time or the date of termination of this Agreement in accordance with Article 11, neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents agents, advisors or advisors other representatives (“Representatives”) to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage the submission of any Company Acquisition Proposal, (ii) enter into into, engage in or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public nonpublic information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, (iviii) make (A) qualify, withdraw or modify in a manner adverse to Parent or Merger Sub, or propose publicly to qualify, withdraw or modify the Company Adverse Recommendation ChangeBoard Recommendation, (vB) fail adopt, endorse, approve or recommend, or propose publicly to enforce adopt, endorse, approve or grant recommend, any waiver Acquisition Proposal, or release under resolve to take any standstill such action, (C) publicly make any recommendation in connection with a tender offer or similar agreement with respect to any class of equity securities of exchange offer (other than the Company Offer) other than a recommendation against such offer or any of its Subsidiaries unless 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 determines Board Recommendation within ten Business Days after consulting with its outside legal counsel that the failure a request by Parent to waive such provision would be inconsistent with its fiduciary duties under Applicable Law; provided, that do so (provided the Company shall not enforce and hereby waives be required to issue more than one such press release in response to any provision of any such agreement that would prohibit a third party from communicating confidentially a Company Acquisition Proposal or any material modification thereto) or (E) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s Board stockholders (any of Directorsthe foregoing in this clause (iii), (vi) approve any transaction underan “Adverse Recommendation Change”), or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viiiv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument Contract relating to a Company an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Subsidiary of the Company or any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, (iviii) fail to make, withdraw or modify 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 a any public statement that is inconsistent with the Company Board Recommendation, or publicly propose to do any of the foregoing (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (viv) fail to enforce or grant 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 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 DirectorsSubsidiaries, (viv) approve any transaction under, or any Person becoming an “interested stockholdershareholder” under, Section 203 of Delaware Law 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 (viivi) 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 an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (““ Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company Acquisition Proposal, (ii) other than informing persons of the provisions contained in this Section 6.04, enter into or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, (iv) make a Company Adverse Recommendation Change, (viii) fail to enforce make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal or take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), a “Change in Recommendation”), (iv) grant 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 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 DirectorsSubsidiaries, (viv) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viivi) 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 an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or knowingly permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company inquiries, proposals or offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to, any 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries toto (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 knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by by, any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, (iviii) fail to make, withdraw or modify in a manner adverse to Parent, the Company Board Recommendation (or recommend an Acquisition Proposal or make a any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (viv) fail to enforce or grant 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 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 underSubsidiaries, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viiv) 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 an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither Except as expressly permitted by Section 6.04(b), neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage (including by way of providing non-public information) the submission of any inquiries, proposals or offers that constitute or would reasonably be expected to lead to, any Company Acquisition Proposal, (ii) enter into into, continue, or otherwise participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makerespect thereto, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries toto any Third Party in connection therewith, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, knowingly facilitate or encourage any effort by such inquiries, proposals, discussions or negotiations, (iii) enter into any Third Party that is seeking agreement or understanding (including, without limitation, any definitive transaction document, letter of intent or similar agreement) relating to make, or has made, a Company Acquisition ProposalProposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (iv) make a Company Adverse Recommendation Change, (v) fail to enforce or grant 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) resolve or propose to do any of the foregoing. The Company shall, and shall cause its Subsidiaries unless 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 determines after consulting with its outside legal counsel that the failure nor any committee thereof shall (A) fail to waive such provision would be inconsistent with its fiduciary duties under Applicable Law; providedmake, that 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 shall not enforce 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 hereby waives (y) within five (5) Business Days after Parent so requests in writing, (D) fail to recommend against any provision 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 such agreement 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 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, constitutes a Superior Proposal, and any (2) the disclosure by the Company of such actions shall not be a breach determination or (3) the delivery by the Company of the notice required by the last sentence of this Section 6.03(a6.04 shall constitute an Adverse Company Recommendation Change). It is agreed that any violation of the restrictions on the Company set forth in this Section 6.04(a) by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.04(a) by the Company.

General Prohibitions. Neither Subject to Section 6.3(b), from the date hereof until the earlier to occur of the termination of this Agreement pursuant to ARTICLE 10 and the Effective Time, the Company nor any of shall not, and shall cause its Subsidiaries shalland its and their respective directors, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountantsaccountants and other advisors or representatives (collectively, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage encourage, directly or indirectly, the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by to any Third Party in furtherance of any expression of interest, proposal or offer that is seeking constitutes or could reasonably be expected to result in an Acquisition Proposal, (iii) fail to make, or has madewithdraw or modify in a manner adverse to Parent, a the Company Board Recommendation (or approve, endorse or recommend an Acquisition Proposal, or any proposal that would reasonably be expected to lead to an Acquisition Proposal, or make any public statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) make a Company Adverse Recommendation Changeamend, (v) fail to enforce modify or grant 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 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 (viiv) 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 an Acquisition Proposal (other than a confidentiality agreement to the extent contemplated by Section 6.03(b)); provided that an Acceptable Confidentiality Agreement permitted hereunder) (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(aagreement, an “Alternative Acquisition Agreement”). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company Acquisition Proposal, (ii) other than informing persons of the provisions contained in this Section 6.04, enter into or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, (iv) make a Company Adverse Recommendation Change, (viii) fail to enforce make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal or take any action or make any statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), a “Change in Recommendation”), (iv) grant 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 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 DirectorsSubsidiaries, (viv) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viivi) 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 an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives“ Representatives ”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, (iv) make a Company Adverse Recommendation Change, (v) fail to enforce or grant 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 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 stockholderstockholder ” 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither From and after the date hereof until the earlier to occur of the Effective Time or the date of termination of this Agreement in accordance with Article 11, neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage the submission of any Company Acquisition Proposal, (ii) enter into into, engage in or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford 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 Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, (iv) make qualify, withdraw or modify in a Company Adverse Recommendation Changemanner adverse to Parent or Merger Sub, (v) fail or propose publicly to enforce qualify, withdraw or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of modify the Company Board Recommendation, adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any of its Subsidiaries unless Acquisition Proposal, or resolve to take any such action, publicly make any 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 Company determines after consulting type contemplated by Rule 14d-9(f) under the 1934 Act; other than with its outside legal counsel that respect to a tender or exchange offer described in clause (C), following the failure date any Acquisition Proposal or any material modification thereto is first made public, fail to waive such provision would be inconsistent with its fiduciary duties under Applicable Law; provided, that issue a press release reaffirming the Company shall not enforce Board Recommendation within ten Business Days after a request by Parent to do so or fail to include the Company Board Recommendation in the Schedule 14D-9 and hereby waives any provision of any such agreement that would prohibit a third party from communicating confidentially a Company Acquisition Proposal Proxy Statement when disseminated to the Company’s Board stockholders (any of Directorsthe foregoing in this clause (iii), (vi) approve any transaction underan “Adverse Recommendation Change”), or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (vii) enter into any agreement in principle, letter of intent, indication of interest, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument Contract relating to a Company an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Subsidiary of the Company or any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officersof- ficers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company Acquisition ProposalPro- posal, (ii) enter into or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party Par- ty that is seeking to make, or has made, a Company Acquisition Proposal, (iv) make a Company Adverse Recommendation Change, (v) fail to enforce or grant 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 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, provided that the Company shall not enforce and hereby waives any provision of any such agreement that would prohibit a third party Third Party from communicating confidentially a Company Acquisition Proposal to the Company’s Board of DirectorsDi- 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 intentin- tent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument 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 Representatives 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 Persons 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). It is agreed that any violation of the restrictions on the Company set forth in this Section 6.03 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.03 by the Company.

General Prohibitions. Neither Subject to Section 6.4(b), the Company nor any of its Subsidiaries shallshall not, nor shall the Company or any of its Subsidiaries it authorize or permit any of its Subsidiaries or any of its or their officers, respective directors, officers or employees, investment bankers, financial advisors, attorneys, accountants, consultants accountants or other advisors, agents or advisors representatives (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate initiate, or take knowingly encourage or facilitate, any action to knowingly facilitate inquiries or encourage the submission making of any Company Acquisition proposal that constitutes or is reasonably likely to lead to a Takeover Proposal, (ii) other than solely informing Persons of the provisions contained in this Section 6.4, enter into or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with regarding any Takeover Proposal, furnish to any Third Party that is seeking to makeany information (whether orally or in writing) in connection with, or has madein furtherance, a Company Acquisition of any Takeover Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries toSubsidiaries, 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, is seeking to make or has informed the Company of any intention to make, or has madepublicly 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 take any action or make any statement inconsistent with the Offer Recommendation or Merger Recommendation (any of the foregoing in this clause (iii), a “Company Acquisition ProposalAdverse Recommendation Change”), (iv) take any action not already taken to make a Company Adverse Recommendation Change, (v) fail to enforce or grant 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 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 provisions of any such agreement that would prohibit a third party from communicating confidentially a Company Acquisition Proposal to the Company’s Board of Directors, “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (vi) approve including approving any transaction under, or any Person a Third Party becoming an “interested stockholdershareholder” under, Section 203 Article 14 (Affiliated Transactions) of Delaware Law the VSCA), or any restrictive provision of any applicable anti-takeover provision in the Company’s articles of incorporation or bylaws, inapplicable to any transactions contemplated by a Takeover Proposal, (viiv) 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 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.instrument

General Prohibitions. Neither the Company Board, the Company nor any of its Subsidiaries shall, nor shall the Company Board, the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate initiate, propose, encourage (including by providing information) or take any action to knowingly facilitate or encourage the submission of any Company Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (ii) enter into into, engage in or otherwise participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by with any Third Party that is seeking to make, or has made, a Company or, to the Knowledge of the Company, is considering making, an Acquisition Proposal, (iviii) make a Company an Adverse Recommendation Change, (v) fail to enforce or grant 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 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 (viiiv) 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 an Acquisition Proposal (other than a confidentiality agreement to the extent contemplated by Section 6.03(b)); provided or 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 to an Acquisition Proposal, and any such actions shall not be a breach of or that contradicts this Section 6.03(a). It is agreed that any violation of the restrictions on Agreement or requires the Company set forth in to abandon this Section by Agreement, (v) fail to take all action necessary to enforce, or waive or amend, any Representative of confidentiality, standstill or similar agreement to 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 by 5.2(b), fail to reject an Acquisition Proposal, (C) fail to publicly reaffirm the CompanyCompany 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. Neither Except as expressly permitted pursuant to Section 6.4(b), from and after the date hereof and prior to the earlier of the termination of this Agreement in accordance with Section 10.1 and the Effective Time, the Company nor shall not (and the Company shall (i) cause its Subsidiaries not to and (ii) not authorize or permit and shall instruct and use reasonable best efforts to cause its Representatives and any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Subsidiaries’ Representatives not to), directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate facilitate, encourage or encourage assist any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by to any Third Party that is seeking with respect to makeinquiries regarding, or has madethe making of, a Company an Acquisition Proposal, (iviii) fail to publicly make when required under this Agreement, qualify, withdraw, or modify 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 do any of the foregoing (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (viv) fail approve, endorse, recommend or enter into (or agree or publicly propose to enforce or grant do 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 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, (viforegoing) 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 an Acquisition Proposal (other than a confidentiality agreement with a Third Party to whom the Company is permitted to provide information in accordance with Section 6.4(b)(i)) (a “Company Acquisition Agreement”) or (v) grant any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute or similar 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 extent contemplated by Section 6.03(b)); provided that (so long as date hereof with respect to any 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 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 Subsidiaries 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Companyhereof.

General Prohibitions. Neither Subject to Section 4.2(b), the Company nor any of its Subsidiaries shallSeller shall not, nor shall the Company or any of its Subsidiaries it authorize or permit any of its Subsidiaries or any of its or their officers, respective directors, officers or employees, or any investment bankers, financial advisors, attorneys, accountants, consultants accountants or other advisors, agents or advisors representatives retained by the Seller or any of its Subsidiaries (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate initiate, knowingly encourage or take knowingly facilitate, any action to knowingly facilitate inquiries or encourage the submission making of any Company proposal that constitutes or is reasonably likely to lead to an 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 with regarding any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, furnish to any third party any information (iiiwhether orally or in writing) furnish in connection with, or in furtherance, of any non-public information relating to the Company or any of its Subsidiaries Acquisition Proposal, or afford access to the business, properties, assets, books or records of the Company Seller or any of its Subsidiaries toSubsidiaries, otherwise knowingly 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, is seeking to make or has informed the Seller of any intention to make, or has madepublicly announced an intention to make, an Acquisition Proposal, (iii) 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 under, or a Company third party becoming an “interested shareholder” under, Article 14 (Affiliated Transactions) of the VSCA), or any restrictive provision of any applicable anti-takeover provision in the Seller’s articles of incorporation or bylaws, inapplicable to any transactions contemplated by an Acquisition Proposal, (iv) make a Company Adverse Recommendation Change, (v) fail to enforce or grant 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 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, asset purchase agreement, option agreement, joint venture agreement, partnership agreement or other similar instrument constituting or relating to a Company an 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 type referred 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(a4.2(b). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.) or

General Prohibitions. Neither the Company nor any of its the Company Subsidiaries shall, nor shall the Company or any of its the Company Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or knowingly encourage the making, submission or announcement of any Company inquiry, proposal or offer (including any inquiry, proposal or offer to the Company’s stockholders) which constitutes or would be reasonably expected to lead to any 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its the Company Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its the Company Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is reasonably expected to make, or is otherwise seeking to make, or 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) (A) publicly propose to, or otherwise 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 adopt, approve or recommend to stockholders of the Company, an Acquisition ProposalProposal or any transaction pursuant to which a Third 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 publicly recommend against acceptance of such tender offer or exchange offer by the Company’s stockholders within ten Business Days after the commencement thereof or (E) fail to publicly reaffirm the Company Board Recommendation following any Acquisition Proposal having been publicly made, proposed or 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), an “Adverse Recommendation Change”), (iv) make a Company Adverse Recommendation Change, (v) fail to enforce or grant 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 unless 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 of determines in good faith, after consultation with the Company determines after consulting with its Company’s outside legal counsel counsel, that the failure to waive take such provision action would be inconsistent with its the directors’ fiduciary duties under Applicable Law; provided, that the Company shall not enforce and hereby waives any provision of may waive any such agreement that would prohibit standstill provision applicable to such Third Party solely to the extent necessary to permit such Third Party to make a third party from communicating confidentially a Company confidential Acquisition Proposal to the Company’s Board of Directors, or (viv) approve any transaction underapprove, adopt, recommend or enter into, or any Person becoming an “interested stockholder” underpropose to approve adopt, Section 203 of Delaware Law recommend 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 an Acquisition Proposal (other than a confidentiality agreement to whether binding or nonbinding). It is agreed that any material violation of the extent contemplated by Section 6.03(b)); provided that (so long as restrictions on the Company and its Representatives have otherwise complied with set forth in this Section 6.03) none 6.03 by any Representative of the foregoing Company or any of the Company Subsidiaries shall be a breach of this Section by the Company; provided, however, that nothing in this Section 6.03(a) shall prohibit the Company and or its Representatives from, at from contacting in writing any time prior to the Company Stockholder Approval, participating in discussions with any Persons Person or group of Persons who has made a Company Acquisition Proposal after who, following the date of this Agreement solely to request Agreement, make an unsolicited Acquisition Proposal with such contact being for the clarification sole purpose of clarifying the terms and conditions thereof so as to determine whether the such Acquisition Proposal isconstitutes, 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). It is agreed that any violation of the restrictions on , so long as the Company set forth in otherwise complies with its obligations under this Section by 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 Representative agreement with any Third Party subsequent to the date of this Agreement which prohibits the Company or its Affiliates from providing any of its Subsidiaries shall be a breach of information to Parent in accordance with, or otherwise complying with, this Section by the Company6.03.

General Prohibitions. Neither Except as expressly permitted pursuant to Section 6.4(b), from and after the date hereof and prior to the earlier of the termination of this Agreement in accordance with Section 10.1 and the Closing Date, the Company nor shall not (and the Company shall (A) cause its Subsidiaries not to and (B) not authorize or permit and shall instruct and use reasonable best efforts to cause its Representatives and any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Subsidiaries’ Representatives not to), directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage or assist any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by to any Third Party that is seeking with respect to makeinquiries regarding, or has madethe making of, a Company an Acquisition Proposal, (iviii) make qualify, withdraw, or modify 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 do any of the foregoing (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (viv) fail approve, endorse, recommend or enter into (or agree or publicly propose to enforce or grant do 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 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, (viforegoing) 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 an Acquisition Proposal (other than a confidentiality agreement with a Third Party to whom the extent contemplated by Company is permitted to provide information in accordance with Section 6.03(b6.4(b)(i)); provided that , or (so long as v) grant any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute or similar provision contained in the Company and its Representatives have otherwise complied with this Section 6.03) none Charter Documents other than a waiver 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 obligations of Persons who has made a Company Acquisition Proposal after 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 request the clarification of the terms and conditions thereof so as enable such Third Parties to determine whether the make an Acquisition Proposal isto 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 could reasonably be expected negotiations, if any, with any Third Party and its Representatives and its financing sources conducted prior to lead to, a Superior the date hereof with respect to any Acquisition Proposal or efforts to obtain an Acquisition Proposal, and any shall also request such actions shall not be a breach of this Section 6.03(a). It is agreed that any violation of the restrictions on Third Party to promptly return or destroy all confidential information concerning the Company set forth in this Section by any Representative of the Company or any of and its Subsidiaries shall be a breach of this Section by prior to the Companydate hereof.

General Prohibitions. Neither the The Company nor any of shall not, shall cause its Subsidiaries shalland the Company’s officers and directors not to, nor and shall the Company or any of instruct its Subsidiaries authorize or permit any of and its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or Subsidiaries’ respective other agents or advisors (“Representatives”) Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford 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 Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal in connection therewith, (iii) (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 such action, (ivC) make following the date any Acquisition Proposal or any 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 Meeting (as such date may be postponed or adjourned in accordance with the terms hereof) or (E) fail to include the Company Board Recommendation in the Proxy Statement when disseminated to the Company stockholders in accordance with Section 8.03 (any of the foregoing in this clause (iii), an “Adverse Recommendation Change, (v”) fail to enforce or grant 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 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 (viiiv) enter into any agreement in principle, letter of intent, indication of interest, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to a Company an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither Subject to Section 4.2(b), the Company nor any of its Subsidiaries shallSeller shall not, nor shall the Company or any of its Subsidiaries it authorize or permit any of its Subsidiaries or any of its or their officers, respective directors, officers or employees, or any investment bankers, financial advisors, attorneys, accountants, consultants accountants or other advisors, agents or advisors representatives retained by the Seller or any of its Subsidiaries (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate initiate, knowingly encourage or take knowingly facilitate, any action to knowingly facilitate inquiries or encourage the submission making of any Company proposal that constitutes or is reasonably likely to lead to an 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 with regarding any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, furnish to any third party any information (iiiwhether orally or in writing) furnish in connection with, or in furtherance, of any non-public information relating to the Company or any of its Subsidiaries Acquisition Proposal, or afford access to the business, properties, assets, books or records of the Company Seller or any of its Subsidiaries toSubsidiaries, otherwise knowingly 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, is seeking to make or has informed the Seller of any intention to make, or has madepublicly announced an intention to make, an Acquisition Proposal, (iii) 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 under, or a Company third party becoming an “interested shareholder” under, Article 14 (Affiliated Transactions) of the VSCA), or any restrictive provision of any applicable anti-takeover provision in the Seller’s articles of incorporation or bylaws, inapplicable to any transactions contemplated by an Acquisition Proposal, (iv) make a Company Adverse Recommendation Change, (v) fail to enforce or grant 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 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, asset purchase agreement, option agreement, joint venture agreement, partnership agreement or other similar instrument constituting or relating to a Company an 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 type referred to in Section 4.2(b)) or (v) grant any time prior third party any waiver or release under any standstill or similar agreement with respect to the Company Stockholder Approval, participating in discussions with any Persons or group class of Persons who has made a Company Acquisition Proposal after the date of this Agreement solely to request the clarification equity securities of the terms and conditions thereof so as to determine whether Seller or any of its Subsidiaries. Without limiting the Acquisition Proposal isforegoing, 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). It it is agreed that any violation of the restrictions on the Company Seller set forth in this Section the preceding sentence by any Representative of the Company Seller or any of its Subsidiaries shall be a breach of this Section by the CompanySeller.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants consultants, or other agents or advisors (“Representatives”in their capacities as representatives of the Company) to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, (iviii) withdraw, modify or fail to make in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal) (any of the foregoing in this clause (iii), an “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, (viv) fail to enforce enforce, or grant 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 unless Subsidiaries, other than (A) in connection with a bona fide Acquisition Proposal or (B) to the extent the Board of Directors of the Company determines (or any committee thereof) has determined in good faith, after consulting consultation with its outside legal counsel counsel, that the failure to waive take such provision action would be reasonably likely to be inconsistent with its fiduciary duties under Applicable 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, (viv) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viivi) 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 an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section 6.04 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall and the Company or any of and its Subsidiaries authorize or permit any of shall cause its or and their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage the submission of any Company Acquisition Proposal, Proposal or inquiry in respect thereto; (ii) enter into or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by with any Third Party that is seeking in connection with an Acquisition Proposal or inquiry in respect thereto; (iii) (A) fail to make, withdraw, qualify or has mademodify in a manner adverse to Parent the Company Board Recommendation, a (B) fail to include the Company Board Recommendation in the Proxy Statement, (C) approve, adopt or recommend an Acquisition Proposal, (ivD) make a fail 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, 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 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 (E) publicly propose to do any of the foregoing (any of the foregoing in this clause (iii), an “Adverse Recommendation Change, (v) fail to enforce or grant 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 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 (viiiv) authorize or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument or agreement, whether written or oral, binding or non-binding, relating to a Company an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither After the date hereof and prior to the earlier of the Acceptance Time and the termination of this Agreement in accordance with this Section 7.03 or Article 11, the Company nor any of and its Subsidiaries shall, nor (and its and their directors and officers) shall not (and the Company shall use its reasonable best efforts to cause its or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or Subsidiaries’ other agents or advisors (“Representatives”) Representatives not to), directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage the submission of any Company Acquisition Proposal, or any offer or inquiry that could reasonably be expected to result in an Acquisition Proposal, (ii) enter into into, continue or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by to any Third Party that is seeking with respect to makeinquiries regarding, or has madethe making of or otherwise relating to, a Company an Acquisition Proposal, (iviii) make fail to make, 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 approve, recommend or declare advisable) an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) terminate, amend, modify, grant any 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 Company that is not publicly disclosed by such Third Party and is not directly made to the Company’s stockholders, (v) fail to enforce approve, adopt, recommend or grant enter into (x) any waiver merger agreement, acquisition agreement or release under any standstill or other similar definitive 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 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 Alternative Acquisition Agreement”) or (viiy) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar agreement or instrument relating to a Company (or that contemplates or that would reasonably be expected to lead to) an Acquisition Proposal (other than a confidentiality agreement with a Third Party to whom the extent contemplated by Company is permitted to provide information in accordance with Section 6.03(b7.03(b)(i)); provided that , or (so long as the Company and its Representatives have otherwise complied with this Section 6.03vi) none resolve, publicly propose or agree to do any 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Companyforegoing.

General Prohibitions. Neither After the date hereof and prior to the earlier of the Acceptance Time and the termination of this Agreement in accordance with ‎Article 11, the Company nor any of and its Subsidiaries shall, nor shall not (and the Company shall cause its or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Subsidiaries’ Representatives not to), directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by to any Third Party that is seeking with respect to makeinquiries regarding, or has madethe making of, a Company an Acquisition Proposal, (iviii)(A) withdraw or modify in a manner adverse to Parent, the Company Board Recommendation, (B) approve, adopt or recommend any Acquisition Proposal, (C) make any recommendation in connection with a Company tender offer or exchange offer other than a recommendation against such offer or (D) exempt any person from the restrictions contained in any state takeover or similar Laws, including Section 203 of Delaware Law (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (viv) fail to enforce or grant 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 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 (viiv) 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 an Acquisition Proposal (other than a confidentiality agreement with a Third Party to whom the extent contemplated by Company is permitted to provide information in accordance with Section 6.03(b7.04(b)(i)); 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit direct any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents agents, representatives, or advisors (“Representatives”) to, directly or indirectly, indirectly (i) solicit, initiate or take any action to knowingly facilitate or encourage (including by way of furnishing non-public information) the submission of any Company Acquisition ProposalProposal or any inquiry, proposal, request for non-public information or offer that would reasonably be expected to lead to an Acquisition Proposal (an “Acquisition Inquiry”), (ii) enter into or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking has made, or would reasonably be expected to make an Acquisition Proposal or Acquisition Inquiry, (iii) fail to make, withdraw or has mademodify in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal or take any action or make any public statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), a Company Acquisition Proposalan “Adverse Recommendation Change”), (iv) make a Company Adverse Recommendation Change, (v) fail to enforce or grant 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 Subsidiaries 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, (provided that the Company shall not enforce be required to enforce, and hereby waives shall be permitted to waive, any provision of any such agreement Contract that would prohibits or purports to prohibit a third party from communicating confidentially a Company Acquisition Proposal confidential proposal being made to the Company’s Board of Directors), (viv) approve any transaction under, or any Person (other than Parent or Merger Subsidiary) becoming an “interested stockholdershareholder” under, Section 203 302A.673 of Delaware Law the MBCA or (viivi) 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 a Company an 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)Inquiry. It is agreed that any violation of the restrictions on the Company set forth in this Section 6.04 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither the The Company nor any shall not, and shall cause each of its Subsidiaries shall, nor shall the Company or any of Affiliates and its Subsidiaries authorize or permit any of its or and their respective officers, directors, employees, financial advisors, investment bankers, attorneys, accountants, consultants or other agents or advisors (collectively, “Representatives”) not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company to or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by with any Third Party that is seeking to make, or has made, an 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 manner adverse to Parent the Company Board Recommendation, (ii) approve or recommend an Acquisition Proposal, (iv) make a Company Adverse Recommendation Change, (v) fail to enforce or grant 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 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 (viiiii) 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 an Acquisition Proposal Proposal, or (other than a confidentiality agreement iv) publicly propose or announce an intention 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 take any of the foregoing actions (any of the foregoing in clauses (i) through (iv), an “Adverse Recommendation Change”). The Company shall prohibit not grant any waiver or release under any standstill, confidentiality or similar provision of any agreement 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 Person other than Parent 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 Affiliates under any such actions shall not be a breach of this Section 6.03(a)provisions. It is agreed that any Any violation of the restrictions on the Company set forth in this Section 7.03 by any Affiliate or Representative of the Company or any of its Subsidiaries shall be a breach of this Section 7.03 by the Company.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company Acquisition Proposal or any inquiry, indication of interest or the making of any proposal that could reasonably be expected to lead to any Acquisition Proposal, or, (ii) enter into conduct or participate engage in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish disclose any non-public information relating to the Company or any of its Subsidiaries to, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly cooperate in any way with, or knowingly assist, participate in, knowingly facilitate or encourage any effort by by, any Third Party that is seeking to make, or has made, a Company any Acquisition Proposal, (iviii) make a Company Adverse Recommendation Change, (vx) fail to enforce amend or grant 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 unless the Board of Directors of under 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; providedRights Agreement, 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, or (viy) approve any transaction under, or any Person Third Party becoming an “interested stockholdershareholders” underunder Applicable Law, Section 203 of Delaware Law or (viiiv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other 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 Company Acquisition Proposal (other than a confidentiality agreement manner adverse to the extent contemplated by Section 6.03(b)); provided that (so long as Buyer the Company and its Representatives have otherwise complied Board Recommendation or take any action or make any statement inconsistent with this Section 6.03the Company Board Recommendation, or (D) none resolve or agree to take any of the foregoing shall prohibit the Company and its Representatives from, at actions (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 isforegoing in this clause (v), 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(aan “Adverse Recommendation Change”). It is agreed that any violation of the restrictions on of the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither Except as expressly permitted by this Section 6.03, the Company nor any of shall not, and shall cause its Subsidiaries shall, nor shall the Company or any of and its Subsidiaries authorize or permit any of its or and their respective officers, directors, directors and employees, and shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants, consultants or and other agents or advisors agents, advisors, intermediaries and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by by, any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, (iviii) make a Company Adverse Recommendation Change, (v) fail to enforce amend or grant 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 Subsidiaries, unless the Board board of Directors directors of the Company determines after consulting with its 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, Law (provided that the Company foregoing shall not enforce 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 waives or the Company Board Recommendation (it being understood that if any provision Company Acquisition Proposal structured as a tender or exchange offer is commenced, the board of any directors of the Company failing to recommend against acceptance of such agreement that would prohibit 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 third party from communicating confidentially 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 to (any of the Company’s Board of Directorsforegoing in this clause (iv), (vi) approve any transaction underan “Adverse Recommendation Change”), or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viiv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument agreement 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Subsidiary of the Company or any Representative of the Company or any of its Subsidiaries shall be deemed a breach of this Section by the Company.

General Prohibitions. Neither (a) No Shareholder may sell, transfer, assign, pledge (except with the Company nor any approval of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, (iv) make a Company Adverse Recommendation Change, (v) fail to enforce or grant 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 unless the Board of Directors of the Company determines Company) or otherwise dispose of, whether voluntarily or involuntarily (a "Transfer"), any -------- interest in any Capital Stock (which is defined as all the capital stock authorized by the Company, including the Series A Common Stock, Series B Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock or any additional series of Preferred Stock) or subordinated notes issued on or about September 7, 1997 ("Subordinated Debt" ----------------- and together with Capital Stock, "Securities"), whether now owned or hereafter ---------- acquired, except after consulting compliance with its outside legal counsel the provisions of this Section 1. In any ------ event, any Shareholder who owns both Capital Stock and Subordinated Debt shall not transfer either without similarly transferring a proportionate amount of the other security (as such proportionate amount shall be reasonably determined in the discretion of the Company's Board of Directors). Notwithstanding the foregoing, the parties aclmowledge and agree that Xxxxxxx X. Xxxxxxxxxx has pledged his initial unit purchase of preferred stock and subordinated debt to fund his investment in the failure to waive Company. To the extent such provision would be inconsistent with its fiduciary duties under Applicable Law; providedpledge is enforced, the parties agree that the Company will have a right of first refusal subject to Section 1.3 of this Agreement. (b) No Securities shall not enforce be transferred except on the books of the Company by the respective holders of record thereof or by their legal representatives who shall furnish proper evidence of authority to transfer, or by their attorney thereunto authorized by power of attorney duly executed and hereby waives filed with the secretary of the Company, subject to the restrictions, if any, set forth in the By-Laws and this Agreement. The holder in whose name Securities stand on the books of the Company shall be deemed by the Company to be owner thereof for all purposes. (c) No Shareholder shall transfer any provision Securities until such Shareholder has first given written notice to the Company describing briefly the manner of any such agreement that would prohibit a third party proposed transfer and until (i) the Company has received, if requested, from communicating confidentially a Company Acquisition Proposal the Shareholders counsel an opinion (reasonably satisfactory in form and substance to the Company’s Board 's counsel) that such transfer can be made without compliance with the registration provisions of Directors, (vi) approve any transaction under, the Securities Act or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law applicable state securities laws or (viiii) 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 the Shareholder shall have otherwise complied with this Section 6.03Rule 144 promulgated by the Commission and applicable state securities laws requirements, or (iii) none of the foregoing shall prohibit a registration statement filed by the Company is declared effective by the Securities and its Representatives from, at any time prior Exchange Commission and governing state securities act authorities or steps necessary to perfect exemptions from such registration are completed with respect 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 Securities to request the clarification of the terms and conditions thereof be 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Companytransferred.

General Prohibitions. Neither Except as expressly permitted by this Section 6.03, the Company nor any of shall not, and shall cause its Subsidiaries shall, nor shall the Company or any of and its Subsidiaries authorize or permit any of its or and their respective officers, directors, directors and employees, and shall instruct and use reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants, consultants or and other agents or advisors agents, advisors, intermediaries and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by by, any Third Party that is seeking to make, or has made, a Company Acquisition Proposal, (iviii) make a Company Adverse Recommendation Change, (v) fail to enforce amend or grant 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 Subsidiaries, unless the Board board of Directors directors of the Company determines after consulting with its 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, Law (provided that the Company foregoing shall not enforce 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 waives or the Company Board Recommendation (it being understood that if any provision Company Acquisition Proposal structured as a tender or exchange offer is commenced, the board of any directors of the Company failing to recommend against acceptance of such agreement that would prohibit 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 third party from communicating confidentially 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 to (any of the Company’s Board of Directorsforegoing in this clause Section 6.03, (vi) approve any transaction underan “Adverse Recommendation Change”), or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viiv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument agreement 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Subsidiary of the Company or any Representative of the Company or any of its Subsidiaries shall be deemed a breach of this Section by the Company.

General Prohibitions. Neither From the date of this Agreement until the Effective Time, and subject to Section 6.04(b), Section 6.04(c) and Section 6.04(d), the Company nor any of its Subsidiaries shallshall not, nor shall and the Company or any of its Subsidiaries shall not authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate 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 the submission of any Company Acquisition Proposal, (ii) other than informing Persons of the provisions contained in this Section 6.04, enter into or participate in any discussions (other than to state that the Company is not permitted to have discussions) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, knowingly participate in, knowingly facilitate or knowingly encourage any effort by by, any Third Party that has made or is seeking (to make, or has made, a Company the knowledge of the Company) to make an Acquisition Proposal, (iviii) fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal or take any action or make a any public statement inconsistent with the Company Board Recommendation) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (viv) fail to enforce or grant 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 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 LawCompany; 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, (viv) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viivi) 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 an Acquisition Proposal (other than a confidentiality agreement pursuant to the extent contemplated by Section 6.03(b6.04(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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither The Company and its Subsidiaries shall not, and the Company nor any of and its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of instruct its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the non-public business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, (iviii) make fail to make, withdraw or modify in a manner adverse to Parent the Company Board Recommendation (or recommend an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (viv) fail to enforce or grant 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 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, (viv) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viivi) 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 an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither the Company Parent nor any of its Subsidiaries shall, nor shall the Company Parent or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company Parent Acquisition Proposal, (ii) enter into or participate in any discussions discus- sions (other than to state that the Company Parent is not permitted to have discussions) or negotiations with any Third Party that is seeking to make, or has made, a Company Parent Acquisition Proposal, (iii) furnish any non-public information relating to the Company Parent or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company Parent or any of its Subsidiaries to, otherwise other- wise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage en- courage any effort by any Third Party that is seeking to make, or has made, a Company Parent Acquisition Proposal, (iv) make a Company Parent Adverse Recommendation Change, (v) fail to enforce or grant 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 Subsidiaries unless the Board of Directors of the Company 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, provided that the Company Parent shall not enforce en- force and hereby waives any provision of any such agreement that would prohibit a third party Third Party from communicating confidentially a Company Parent Acquisition Proposal to the CompanyParent’s Board of DirectorsDi- 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 intentin- tent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument in- strument relating to a Company Parent Acquisition Proposal (other than a confidentiality agreement to the extent contemplated by Section 6.03(b7.04(b)); provided that (so long as the Company Parent and its Representatives Representa- tives have otherwise complied in all material respects with this Section 6.037.04) none of the foregoing fore- going shall prohibit the Company Parent and its Representatives from, at any time prior to the Company Stockholder Parent Stock- holder Approval, participating in discussions with any Persons or group of Persons who has made a Company Parent Acquisition Proposal after the date of this Agreement solely to request the clarification 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 6.03(a7.04(a). It is agreed that any violation of the restrictions on the Company Parent set forth in this Section 7.04 by any Representative of the Company Parent or any of its Subsidiaries shall be a breach of this Section 7.04 by the CompanyParent.

General Prohibitions. Neither Except as expressly permitted by this Section 6.03, neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquisition Proposal, Proposal (iv) make a Company Adverse Recommendation Change, (v) fail to enforce or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of provided that the Company or any 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 its Subsidiaries unless the Board of Directors of the Company determines after consulting with informing itself about such Acquisition Proposal and the Person that made it (and such Person’s Subsidiaries and its outside legal counsel that the failure and their respective Representatives)), (iii) withhold, withdraw or modify in a manner adverse to waive such provision would be inconsistent with its fiduciary duties under Applicable Law; provided, that Parent the Company shall not enforce and hereby waives Board Recommendation (or recommend an Acquisition Proposal) (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 Directorsforegoing in this clause (iii), (vi) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law Adverse Recommendation Change”) or (viiiv) 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 effect an Acquisition Proposal with the Person making such Acquisition Proposal (or any of its Subsidiaries) (other than a confidentiality agreement to entered into in compliance with 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 provisions of this Section 6.03(a6.03 and, after such execution of a confidentiality agreement, any customary engagement, joint defense, clean team or similar agreements) (an “Alternative Acquisition Agreement”). It is agreed that any violation breach of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.

General Prohibitions. Neither the Company Acquiror nor any of its Subsidiaries shall, nor shall the Company Acquiror or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or encourage the submission of any Company Acquiror 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 with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company Acquiror or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company Acquiror or any of its Subsidiaries to, otherwise knowingly cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, a Company an Acquiror Acquisition Proposal, (iviii) make fail to make, withdraw or modify in a manner adverse to the Company the Acquiror Board Recommendation (or recommend an Acquiror Acquisition Proposal) (any of the foregoing in this clause (iii), an “Acquiror Adverse Recommendation Change”), (viv) fail to enforce or grant 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 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 underSubsidiaries, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law or (viiv) 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 an Acquiror 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). It is agreed that any violation of the restrictions on the Company Acquiror and its Subsidiaries set forth in this Section by any Subsidiary or Representative of the Company Acquiror or any of its Subsidiaries shall be a breach of this Section by the CompanyAcquiror.

General Prohibitions. Neither the Company nor any of its Subsidiaries shall, nor shall and the Company or any of and its Subsidiaries authorize or permit any of shall cause its or and their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) respective Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly take any action to knowingly facilitate or encourage the submission of of, or that would reasonably be expected to lead to the submission of, any Company Acquisition Proposal, ; (ii) enter into or participate in any discussions (other than except solely to state notify a Person that makes any offer, proposal, inquiry or indication of interest with respect to an Acquisition Proposal of the Company is not permitted to have discussionsexistence of the relevant restrictions of this Section 6.03) or negotiations with any Third Party that is seeking to makewith, or has made, a Company Acquisition Proposal, (iii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise knowingly 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 is seeking an Acquisition Proposal; (iii) (A) fail to make, withdraw, qualify or has mademodify in a manner adverse to Parent the Company Board Recommendation, a (B) fail to include the Company Board Recommendation in the Proxy Statement, (C) approve, adopt or recommend an Acquisition Proposal, (ivD) make fail 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), 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 (E) publicly propose to do any of the foregoing in clauses (A) through (D) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change, (v) fail to enforce or grant 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 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 (viiiv) authorize or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument or agreement, whether written or oral, binding or non-binding, relating to a Company an 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). It is agreed that any violation of the restrictions on the Company set forth in this Section by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section by the Company.