Common use of Inquiries and Negotiations Clause in Contracts

Inquiries and Negotiations. (a) In connection with any Alternative Transaction (as hereinafter defined), from the date hereof until the termination of this Agreement, the Company, the Subsidiaries and their respective officers, directors, employees, representatives and other agents will not, directly or indirectly, solicit or initiate any discussions, submissions of proposals or offers or negotiations with, or continue any pre-existing discussions with, or participate in any negotiations or discussions with, or provide any information or data of any nature whatsoever to, or otherwise cooperate in any other way with, or assist or participate in, facilitate or encourage any effort or attempt by, any person, corporation, entity or "group" (as defined in Section 13(d) of the Exchange Act) other than Parent and its affiliates, representatives and agents (each, a "Third Party"). Notwithstanding the foregoing, if required by the fiduciary duties of the Company's Board of Directors as determined in good faith by the Board of Directors after consultation with counsel, and if solely in connection with a Superior Proposal (as hereinafter defined) or a proposal that is reasonably likely to lead to a Superior Proposal, then but only then may the Company take any of the foregoing actions. The Company shall promptly notify Parent if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations, including discussions or negotiations commenced prior to the date hereof, are sought to be initiated or continued with, the Company in respect of an Alternative Transaction, and shall, in any such notice to Parent, indicate the identity of the Third Party and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter shall keep Parent informed, on a current basis, of all material developments affecting the status and terms of any such proposals or offers or the status of any such discussions or negotiations. Without limiting the generality of the foregoing, the Company shall provide Parent with not less than two business days' notice prior to the execution by the Company of any definitive agreement with respect to any Alternative Transaction or any public announcement relating to the approval of any Alternative Transaction. Prior to furnishing any non-public information to, or entering into negotiations or discussions with, any Third Party, the Company shall obtain an executed confidentiality agreement from such Third Party on terms substantially the same as, or no less favorable to the Company in any material respect than, those contained in the Confidentiality Agreement; provided such agreement need not contain a "standstill" provision or otherwise restrict the ability of the Third Party to make a proposal to the Company's Board of Directors. The Company shall not release any Third Party from, or waive any provision of, any such confidentiality agreement or any other confidentiality or standstill agreement to which the Company is a party, other than any such provision that would prevent or otherwise restrict the ability of a Third Party to make a proposal to the Company's Board of Directors. As of the date hereof, the Company shall cease, and shall use best efforts to cause the

Inquiries and Negotiations. (a) In connection with any Alternative Transaction (as hereinafter defined), from From the date hereof until the termination of this Agreementhereof, the Company, the Subsidiaries and their respective officers, directors, employees, representatives and other agents will not, directly or indirectly, solicit or initiate any discussions, submissions of proposals or offers or negotiations withwith or, or continue any pre-existing discussions withsubject to the fiduciary duties of the Company's Board of Directors as advised by counsel, or participate in any negotiations or discussions with, or provide any information or data of any nature whatsoever to, or otherwise cooperate in any other way with, or assist or participate in, facilitate or encourage any effort or attempt by, any person, corporation, entity or "group" (as defined in Section 13(d) of the Exchange Act) other than Parent and its affiliates, representatives and agents (each, a "Third Party"). Notwithstanding the foregoing, if required by the fiduciary duties of the Company's Board of Directors as determined in good faith by the Board of Directors after consultation with counsel, and if solely ) in connection with a Superior Proposal (as hereinafter defined) any merger, consolidation, sale of any Subsidiary or a proposal division that is reasonably likely material to lead to a Superior Proposal, then but only then may the business of the Company take any and the Subsidiaries, sale of shares of capital stock or other equity securities, tender or exchange offer, recapitalization, debt restructuring or similar transaction involving the foregoing actionsCompany (such transactions being hereinafter referred to as "Alternative Transactions"). The Company shall promptly immediately notify Parent if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations, including discussions or negotiations commenced prior to the date hereof, are sought to be initiated or continued with, the Company in respect of an Alternative Transaction, and shall, in any such notice to Parent, indicate the identity of the Third Party and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter shall keep Parent informed, on a current basis, of all material developments affecting the status and terms of any such proposals or offers or and the status of any such discussions or negotiations. Without limiting the generality of the foregoing, the Company shall provide Parent with not less than two business days' notice prior to the execution by the Company of any definitive agreement with respect to any Alternative Transaction or any public announcement relating to the approval of any Alternative Transaction. Prior to furnishing any non-public information to, or entering into negotiations or discussions with, any Third Party, the Company shall obtain an executed confidentiality agreement from such Third Party on terms substantially the same as, or no less favorable to the Company in any material respect than, those contained in the Confidentiality Agreement; provided such agreement need not contain a "standstill" provision or otherwise restrict the ability of the Third Party to make a proposal to the Company's Board of Directors. The Company shall not release any Third Party from, or waive any provision of, any such confidentiality agreement or any other confidentiality or standstill agreement to which the Company is a party, other than any such provision that would prevent or otherwise restrict the ability of a Third Party to make a proposal to the Company's Board of Directors. As of the date hereof, except as contemplated above, the Company shall cease, and shall use best efforts cause the Subsidiaries and the officers, directors, employees, representatives and other agents of the Company and the Subsidiaries to cause thecease all discussions, negotiations and communications with all Third Parties and demand the immediate return of all confidential information previously provided to Third Parties.

Inquiries and Negotiations. (a) In connection with any Alternative Transaction (as hereinafter defined), from From the date hereof until the Effective Time or earlier termination of this Agreement, the Company, the Subsidiaries and their respective officers, directors, employees, representatives and other agents or otherwise will not, directly or indirectlyindirectly (i) solicit, solicit initiate or initiate knowingly encourage the submission of any discussionsAlternative Transaction, submissions of proposals or offers or negotiations withincluding any Superior Proposal, or continue any pre-existing discussions with, or (ii) participate in any discussions or negotiations or discussions withregarding, or provide furnish to any person, any non-public information or data of any nature whatsoever with respect to, or otherwise cooperate in any other way withwith respect to, or assist or participate in, in or facilitate or encourage any effort or attempt by, Alternative Transaction with any person, corporation, entity or "group" (as defined in Section 13(d) of the Exchange Act) other than Parent and its affiliates, representatives and agents (each, a "Third Party"). Notwithstanding ) except that the foregoing, Company may take any action referred to in this clause (ii) if (A) the Board determines in good faith (after consultation with outside counsel) that such action is required by the fiduciary duties of the Board under applicable law, (B) the Board determines in good faith that the Alternative Transaction constitutes a Superior Proposal, and (C) the Company has given prior written notice to Parent and Acquisition and entered into a customary confidentiality agreement on terms no less favorable to the Company that those contained in the Confidentiality Agreement (provided that such confidentiality agreement need not contain terms which restrict the ability of the Third Party to make a proposal to the Company's Board of Directors as determined in good faith by the Board of Directors after consultation with counsel, and if solely in connection with a Superior Proposal (as hereinafter defined) or a proposal that is reasonably likely to lead to a Superior Proposal, then but only then may the Company take any of the foregoing actionsDirectors). The Company shall promptly notify Parent orally and in writing if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations, including discussions or negotiations commenced prior to the date hereof, are sought to be initiated or continued with, the Company in respect of an Alternative Transaction, and shall, in any such notice to Parent, indicate the identity of the Third Party and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter shall keep Parent informed, on a reasonably current basis, of all material developments affecting the status and terms of any such proposals or offers or the status of any such discussions or negotiations. Without limiting the generality of the foregoing, the Company shall provide Parent with not less than two business days' notice prior to the execution by the Company of any definitive agreement with respect to any Alternative Transaction or any public announcement relating to the approval of any Alternative Transaction. Prior to furnishing any non-public information to, or entering into negotiations or discussions with, any Third Party, the Company shall obtain an executed confidentiality agreement from such Third Party on terms substantially the same as, or no less favorable to the Company in any material respect than, those contained in the Confidentiality Agreement; provided such agreement need not contain a "standstill" provision or otherwise restrict the ability of the Third Party to make a proposal to the Company's Board of Directors. The Company shall not release any Third Party from, or waive any provision of, any such confidentiality agreement or any other confidentiality or standstill agreement to which the Company is a partyagreement, other than any such provision that would prevent or otherwise restrict the ability of a Third Party to make a proposal to the Company's Board of Directors. As of the date hereof, the Company shall cease, and shall use best efforts cause the Subsidiaries and the officers, directors, employees, representatives and other agents of the Company and the Subsidiaries, to cause thecease, all discussions, negotiations and communications with all Third Parties and demand the immediate return of all confidential information previously provided to Third Parties.

Inquiries and Negotiations. (a) In connection with any Alternative Transaction (as hereinafter defined), from the date hereof until the termination of this Agreement, the The Company, the Subsidiaries its subsidiaries and their respective directors, officers, directors, employees, representatives and other agents will notshall immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). Neither the Company nor any of its subsidiaries shall, nor shall the Company authorize or permit any of its or their respective directors, officers, employees, representatives or agents to, directly or indirectly, solicit encourage, solicit, participate in or initiate any discussions, submissions of proposals or offers discussions or negotiations with, or continue any pre-existing discussions with, or participate in any negotiations or discussions with, with or provide any non-public information to any person or data of any nature whatsoever to, or otherwise cooperate in any other way with, or assist or participate in, facilitate or encourage any effort or attempt by, any person, corporation, entity or "group" group (as defined in Section 13(d) of the Exchange Act) other than Parent and its affiliatesPurchaser or any designees of Parent and Purchaser) concerning any Third Party Acquisition; provided, representatives and agents however, that (each, a "Third Party"). Notwithstanding the foregoing, if required by the fiduciary duties of i) nothing herein shall prevent the Company's Board of Directors from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; (ii) if the Company receives an unsolicited proposal for a Third Party Acquisition from a Third Party, nothing herein shall prevent the Company or its representatives from making such inquiries or conducting such discussions as determined in good faith by the Company's Board of Directors, after consultation with legal counsel, may deem necessary to inform itself for the purpose of exercising its fiduciary duties, and (iii) if the Company receives an unsolicited proposal for a Third Party Acquisition from a Third Party that the Company's Board of Directors by a majority vote determines in its good faith judgment (after consultation with counselwith, and if solely in connection with duly considering the advice of, a Superior Proposal (as hereinafter definedfinancial advisor of nationally recognized reputation) or a proposal that is reasonably likely to lead to result in a Superior Proposal, then the Company and its representatives may conduct such additional discussions or provide such information as the Company's Board of Directors shall determine, but only then may if, prior to such provision of information or additional discussion, (A) such Third Party has entered into a confidentiality and standstill agreement substantially similar to Section 5.3 hereof and Section 7 of the Stock Purchase Agreement which agreement contains provisions that expressly permit the Company take any to comply with the provisions of this Section 5.5; provided, that if the Company enters into a confidentiality agreement without standstill provisions substantially similar to those contained in the Stock Purchase Agreement, then Parent will, to the extent of the foregoing actionsdifference, be relieved of compliance with the Stock Purchase Agreement's standstill provisions and (B) the Company's Board of Directors determines in its good faith judgment, after consultation with legal counsel, that it is required to do so in order to comply with its fiduciary duties. The Company shall promptly notify the Parent if in the event it receives any proposal, offer, proposal or inquiry or other contact is received by, any information is requested from, or any discussions or negotiations, concerning a Third Party Acquisition including discussions or negotiations commenced prior to the date hereof, are sought to be initiated or continued with, the Company in respect of an Alternative Transaction, terms and shall, in any such notice to Parent, indicate conditions thereof and the identity of the Third Party and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter shall keep Parent informed, on a current basis, of all material developments affecting the status and terms of any party submitting such proposals or offers or the status of any such discussions or negotiations. Without limiting the generality of the foregoing, the Company shall provide Parent with not less than two business days' notice prior to the execution by the Company of any definitive agreement with respect to any Alternative Transaction or any public announcement relating to the approval of any Alternative Transaction. Prior to furnishing any non-public information to, or entering into negotiations or discussions with, any Third Party, the Company shall obtain an executed confidentiality agreement from such Third Party on terms substantially the same as, or no less favorable to the Company in any material respect than, those contained in the Confidentiality Agreement; provided such agreement need not contain a "standstill" provision or otherwise restrict the ability of the Third Party to make a proposal to the Company's Board of Directorsproposal. The Company shall not release any Third Party from, or waive any provision of, any such confidentiality agreement or any other confidentiality or standstill agreement advise the Parent from time to which the Company is a party, other than any such provision that would prevent or otherwise restrict the ability of a Third Party to make a proposal to the Company's Board of Directors. As time of the date hereof, status and any material developments concerning the Company shall cease, and shall use best efforts to cause thesame.

Inquiries and Negotiations. (a) In connection with any Alternative Transaction (as hereinafter defined), from From the date hereof -------------------------- until the termination of this Agreement, the Company, the Subsidiaries and their respective officers, directors, employees, representatives representa-tives and other agents will not, directly or indirectlyindi-rectly, solicit or initiate any discussions, submissions of proposals or offers or negotiations withwith or, or continue subject to the fiduciary duties of the Company's Board of Direc-tors as determined in good faith by the Board of Directors after consultation with counsel, take any preof the following actions: partici-existing discussions with, or participate pxxx in any negotiations or discussions discus-sions with, or provide any information or data of any nature whatsoever whatso-ever to, or otherwise cooperate in any other way with, or assist or participate partici-pxxx in, facilitate or encourage any effort or attempt by, any person, corporation, entity or "group" (as defined in Section 13(d) of the Exchange Act) other than Parent Acquisition and its affiliatesaffili-ates, representatives representa-tives and agents (each, a "Third Party"). Notwithstanding the foregoing, if required by the fiduciary duties of the Company's Board of Directors as determined in good faith by the Board of Directors after consultation with counsel, and if solely ) in connection with a Superior Proposal any Alternative Transaction (as hereinafter defined) or a proposal that is reasonably likely to lead to a Superior Proposal, then but only then may the Company take any of the foregoing actions). The Company shall promptly immediately notify Parent Acquisition if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions discus-sions or negotiations, including discussions or negotiations commenced prior to the date hereof, negotia-tions are sought to be initiated or continued with, the Company in respect of an Alternative TransactionTransac-tion, and shall, in any such notice to ParentAcquisition, indicate the identity of the Third Party and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter shall keep Parent Acquisition informed, on a current basis, of all material developments affecting the status and terms of any such proposals or offers or the status of any such discussions or negotiations. Without limiting the generality of the foregoing, the Company shall provide Parent Acquisition with not less than then two business days' notice prior to the execution by the Company of any definitive defini-tive agreement with respect to any Alternative Transaction or any public announcement relating to the approval of any Alternative Transaction. Prior to furnishing any non-public information to, or entering into negotiations or discussions with, any Third Party, the Company shall obtain an executed confidentiality agreement from such Third Party on terms substantially the same as, or no less favorable to the Company in any material respect than, those contained in the Confidentiality Agreement; provided such agreement need not contain a "standstill" provision or otherwise restrict the ability of the Third Party to make a proposal to the Company's Board of Directors. The Company shall not release any Third Party from, or waive any provision of, any such confidentiality agreement or any other confidentiality or standstill agreement to which the Company is a party, other than any such provision that would prevent or otherwise restrict the ability of a Third Party to make a proposal to the Company's Board of Directors. As of the date hereof, the Company shall cease, and shall use best efforts to cause theAlternative

Inquiries and Negotiations. (a) In connection with any Alternative Transaction (as hereinafter defined), from the date hereof until the termination of this AgreementNeither Holdings, the CompanyCompany nor any of their subsidiaries, the Subsidiaries and nor any of their respective officersaffiliates, directors, officers, employees, representatives and other agents will notrepresentatives, advisors or agents, shall, directly or indirectly, encourage, solicit or initiate any discussions, submissions of proposals or offers or negotiations with, or continue any pre-existing discussions withor, or subject to the fiduciary obligations of the Board of Directors of the Company and the Board of Directors of Holdings under applicable law as advised by counsel, participate in any negotiations or discussions with, or provide any information or data of any nature whatsoever to, or otherwise cooperate in any other way with, or assist or participate in, facilitate or encourage any effort or attempt by, any person, corporation, entity or "group" (as defined in Section 13(d) of the Exchange Act) other than Parent and its affiliates, representatives and agents agents, concerning any merger, consolidation, sale of substantial assets, sale of shares of capital stock or other equity securities, recapitalization, debt restructuring or similar transaction involving the Company, or any division of the Company (each, a such transactions being hereinafter referred to as "Third PartyAlternative Transactions"). Notwithstanding the foregoing, if required by the fiduciary duties of the Company's Board of Directors as determined in good faith by the Board of Directors after consultation with counsel, Holdings and if solely in connection with a Superior Proposal (as hereinafter defined) or a proposal that is reasonably likely to lead to a Superior Proposal, then but only then may the Company take any of the foregoing actions. The Company shall promptly immediately notify Parent if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations, including discussions or negotiations commenced prior to the date hereof, are sought to be initiated or continued with, the Company in respect of an Alternative Transaction, and shall, in any such notice to Parent, indicate the identity of the Third Party offeror and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter shall keep Parent informed, on a current basis, informed of all material developments affecting the status and terms of any such proposals or offers or and the status of any such discussions or negotiations. Without limiting the generality of the foregoing, the Company shall provide Parent with not less than two business days' notice prior to the execution by the Company of any definitive agreement with respect to any Alternative Transaction or any public announcement relating to the approval of any Alternative Transaction. Prior to furnishing any non-public information to, or entering into negotiations or discussions with, any Third Party, the Company shall obtain an executed confidentiality agreement from such Third Party on terms substantially the same as, or no less favorable to the Company in any material respect than, those contained in the Confidentiality Agreement; provided such agreement need not contain a "standstill" provision or otherwise restrict the ability of the Third Party to make a proposal to the Company's Board of Directors. The Company shall not release any Third Party third party from, or waive any provision of, any such confidentiality agreement or any other confidentiality or standstill agreement to which the Company is a party, . Nothing herein shall prevent Holdings from participating in any merger or other than any such provision business combination that would prevent does not involve the transfer of the Company Common Stock or otherwise restrict the ability of a Third Party to make a proposal to the Company's Board assets; provided, however, that any third party acquiror of Directors. As of Holdings expressly consents to abide by the date hereofterms, the Company shall ceaseconditions, and shall use best efforts to cause theobligations of this Agreement.