Common use of No Negotiations Clause in Contracts

No Negotiations. (a) Prior to termination of this Agreement in accordance with Section 7.1, neither VitalStream nor its Subsidiaries nor any officer, director, advisor or any other representative thereof shall directly or indirectly, (i) solicit or entertain offers from, negotiate with (whether such negotiations are initiated by them or otherwise), or in any manner encourage, discuss, accept or consider any proposal of any other person relating to a Potential Transaction involving VitalStream, (ii) provide any information with respect to VitalStream or its business or the negotiations with Parent to any person, other than Parent and its Affiliates and their representatives, in connection with a Potential Transaction involving VitalStream or (iii) enter into any contract, agreement or arrangement with any person, other than Parent and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving VitalStream. In the event that VitalStream shall receive or become aware of any proposal of a Potential Transaction involving VitalStream subsequent to the Agreement Date, VitalStream shall promptly inform Parent as to any such matter and the details thereof and shall convey to Parent a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving VitalStream is expressed. (b) Prior to termination of this Agreement in accordance with Section 7.1, neither Parent nor any officer, director, advisor or any other representative thereof shall directly or indirectly, (i) solicit or entertain offers from, negotiate with (whether such negotiations are initiated by them or otherwise), or in any manner encourage, discuss, accept or consider any proposal of any other person relating to a Potential Transaction involving Parent (ii) provide any information with respect to Parent or its business or the negotiations with VitalStream to any person, other than VitalStream its Affiliates and their representatives, in connection with a Potential Transaction involving Parent or (iii) enter into any contract, agreement or arrangement with any person, other than VitalStream and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving Parent. In the event that Parent shall receive or become aware of any proposal of a Potential Transaction involving Parent subsequent to the Agreement Date, Parent shall promptly inform VitalStream as to any such matter and the details thereof and shall convey to VitalStream a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving Parent is expressed.

No Negotiations. During the Interim Period, (a) Prior each of the Company, Seller Representatives and Sellers will, and will cause their Representatives to, immediately cease any existing discussion or negotiation with any Persons (other than Purchaser) conducted prior to termination the date hereof with respect to any proposed, potential or contemplated acquisition of this Agreement the Acquired Units, the Assets of any Company Party (other than assets disposed of in accordance with Section 7.1the Ordinary Course of Business), neither VitalStream nor its Subsidiaries nor any officera Company Party, director, advisor or the Subsidiary Equity Interests or any other representative thereof shall merger, consolidation, combination, share exchange, recapitalization, liquidation or dissolution involving the Company Parties (an “Acquisition Transaction”); and (b) each of the Company Parties, Seller Representative and Sellers will refrain, and will cause each Representative of the Company (including the Subsidiaries), Seller Representatives and Sellers to refrain from taking, directly or indirectly, any action (i) to solicit or entertain offers from, negotiate with (whether such negotiations are initiated by them or otherwise), or in any manner encourage, discuss, accept or consider initiate the submission of any proposal or indication of any other person interest relating to a Potential an Acquisition Transaction involving VitalStream, with any Person (other than Purchaser); (ii) provide to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to VitalStream or its business or the negotiations lead to, an Acquisition Transaction with Parent to any person, Person (other than Parent and its Affiliates and their representatives, in connection with a Potential Transaction involving VitalStream or Purchaser); (iii) to authorize, engage in, or enter into any contract, agreement or arrangement with any person, understanding (other than Parent and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving VitalStream. In the event that VitalStream shall receive or become aware of any proposal of a Potential Transaction involving VitalStream subsequent to the Agreement Date, VitalStream shall promptly inform Parent as to any such matter and the details thereof and shall convey to Parent a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving VitalStream is expressed. (bwith Purchaser) Prior to termination of this Agreement in accordance with Section 7.1, neither Parent nor any officer, director, advisor or any other representative thereof shall directly or indirectly, (i) solicit or entertain offers from, negotiate with (whether such negotiations are initiated by them or otherwise), or in any manner encourage, discuss, accept or consider any proposal of any other person relating to a Potential Transaction involving Parent (ii) provide any information with respect to Parent an Acquisition Transaction (or its business any proposal or the negotiations with VitalStream indication of interest relating thereto); (iv) to merge, consolidate, or combine, or to permit any personother Person to merge, other than VitalStream its Affiliates and their representativesconsolidate or combine with, in connection with a Potential Transaction involving Parent any Company Party; or (iiiv) to enter into any contractletter of intent, agreement memorandum of understanding or arrangement with any person, other than VitalStream and its Affiliates and their representatives, concerning Contract contemplating or otherwise relating to a Potential an Acquisition Transaction. If any proposal or offer for an Acquisition Transaction involving Parent. In is received by the event that Parent shall receive Company or become aware any of the Sellers, the Company and the Sellers agree to promptly notify Purchaser in writing, disclose the material terms of any such offer or proposal (including the identity of a Potential Transaction involving Parent subsequent the prospective purchaser) to Purchaser, and the Agreement DateCompany and the Sellers will notify any prospective purchaser of their obligation hereunder. For the sake of clarity, Parent shall promptly inform VitalStream as the restrictions on the actions of the Company Parties, the Sellers and Representatives of Sellers under this Section 5.5 will also apply to any such matter and the details thereof and shall convey unsolicited proposal with respect to VitalStream a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving Parent is expressedan Acquisition Transaction.

No Negotiations. (a) Prior Until the earliest to occur of the Closing Date or the termination of this Agreement in accordance with Section 7.1its terms, neither VitalStream nor its Subsidiaries nor Seller shall not, and shall direct the officers of Company and Seller’s agents or representatives, including Xxxxxxx Xxxxx & Co., not to solicit any officerproposal, directorindication of interest or offer from any Person (including any of the officers or employees of Company) relating to any liquidation, advisor dissolution, recapitalization, merger, consolidation or acquisition or purchase of all or a material portion of the assets (other than inventory in the ordinary course of business) of, or any equity interest in, Company or other representative thereof shall directly similar transaction or indirectly, (i) solicit or entertain offers from, negotiate with (whether such negotiations are initiated by them or otherwise)business combination involving the Business, or participate in any manner encouragenegotiations regarding any such transaction; provided, discusshowever, accept or consider any proposal that if Seller, after 60 days from the date of any this Agreement, determines in good faith that Buyer will not likely be able to consummate the Closing by the date this Agreement terminates in accordance with its terms, Seller may provide Buyer with written notice of such determination, following which notice Buyer and Seller will, within five business days, consult with each other person relating regarding the prospects for consummating the Closing. If, following such consultation, Seller in good faith again determines that Buyer will not likely be able to a Potential Transaction involving VitalStreamconsummate the Closing by the date this Agreement terminates in accordance with its terms, (ii) Seller may provide any information with respect to VitalStream or its business or the negotiations with Parent to any person, other than Parent and its Affiliates and their representatives, in connection Buyer with a Potential Transaction involving VitalStream or (iii) enter into any contract, agreement or arrangement with any person, other than Parent written notice regarding such determination and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving VitalStream. In the event that VitalStream shall receive or become aware Seller’s obligations under this Section 7.10 will cease ten days following Buyer’s receipt of any proposal of a Potential Transaction involving VitalStream subsequent to the Agreement Date, VitalStream shall promptly inform Parent as to any such matter and the details thereof and shall convey to Parent a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving VitalStream is expressedsecond written notice. (b) Prior The foregoing subsection (a) shall not preclude Seller, or Seller’s agents or representatives from taking any action to termination solicit any proposal, indication of this Agreement in accordance interest or offer from any Person relating to, or otherwise take any action with Section 7.1respect to, neither Parent nor any officerliquidation, directordissolution, advisor recapitalization, merger, consolidation or acquisition or purchase of all or a material portion of the assets of, or any equity interest in, Seller taken as a whole or any Subsidiary of Seller (other representative thereof shall directly or indirectly, (i) solicit or entertain offers from, negotiate with (whether such negotiations are initiated by them or otherwisethan Company and Company Subsidiaries), or other similar transaction or business combination involving an interest in Seller taken as a whole or any manner encourage, discuss, accept or consider any proposal Subsidiary of any other person relating to a Potential Transaction involving Parent Seller (ii) provide any information with respect to Parent or its business or the negotiations with VitalStream to any person, other than VitalStream its Affiliates Company and their representatives, in connection with a Potential Transaction involving Parent or (iii) enter into any contract, agreement or arrangement with any person, other than VitalStream and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving Parent. In the event that Parent shall receive or become aware of any proposal of a Potential Transaction involving Parent subsequent to the Agreement Date, Parent shall promptly inform VitalStream as to any such matter and the details thereof and shall convey to VitalStream a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving Parent is expressedCompany Subsidiaries).

No Negotiations. The Company hereby agrees that neither Guest Supply --------------- nor any of its officers, directors, employees, investment bankers, representatives or agents shall, directly or indirectly: (ai) Prior solicit, initiate, entertain, encourage or respond to any inquiries or proposals that constitute or could reasonably be expected to lead to an Alternative Transaction, as defined below; provided, however, the Company -------- ------- shall not be in breach of this Section 3.5 for responses (but not to an Alternative Transaction) relating to the contested proxy solicitation initiated by BFMA Holding Corporation for the Company's 2001 Annual Meeting of Stockholders, so long as the Company does not breach the covenants of the fourth sentence of Section 3.8; or (ii) negotiate, discuss or provide any non-public information to any third party in connection with an Alternative Transaction; or (iii) from and after the date hereof until the termination of this Agreement in accordance with and except as expressly permitted by the following provisions of this Section 7.13.5, neither VitalStream nor permit any of its Subsidiaries nor to, and will not authorize any officer, directordirector or employee of or any investment banker, attorney, accountant or other advisor or representative of, the Company or any other representative thereof shall of its Subsidiaries to (and will instruct such persons not to), directly or indirectly, (i) solicit solicit, initiate or entertain offers from, negotiate with encourage the submission of a proposal for any Alternative Transaction (whether such negotiations are initiated by them as hereinafter defined) or otherwise), or in any manner encourage, discuss, accept or consider any proposal of any other person relating to a Potential Transaction involving VitalStream, (ii) provide participate in any discussions or negotiations regarding, or furnish to any person (which includes a "person" as such term is defined in Section 13(d)(3) of the Exchange Act) (a "Third Party") other than Sysco, Merger Sub or ------------ any affiliate thereof any information with respect to, or take any other action knowingly to VitalStream facilitate, any Alternative Transaction or its business any inquiries or the negotiations with Parent to any person, other than Parent and its Affiliates and their representatives, in connection with a Potential Transaction involving VitalStream or (iii) enter into any contract, agreement or arrangement with any person, other than Parent and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving VitalStream. In the event that VitalStream shall receive or become aware making of any proposal that constitutes, or may reasonably be expected to lead to, any Alternative Transaction; provided, however, that nothing contained in this Section 3.5(iii) or in Sections 3.5(i) or 3.5(ii) shall prohibit the Company Board from furnishing information to, or entering into discussions or negotiations with, any Third Party that makes an unsolicited bona fide written proposal of a Potential an Alternative Transaction involving VitalStream subsequent if, and only to the Agreement Dateextent that (A) the Company Board, VitalStream shall promptly inform Parent after consultation with legal counsel, determines in good faith that such action is necessary for the Company Board to comply with its fiduciary duties to the Stockholders under applicable law, (B) the Company Board determines in good faith, after consultation with a financial advisor of nationally recognized reputation, that such Alternative Transaction would, if consummated, constitute or be reasonably likely to constitute a Superior Proposal (as hereinafter defined) and (C) prior to any taking such matter action, the Company (x) provides notice to Sysco to the effect that it is taking such action (including, without limitation, the material terms and conditions thereof and the details thereof and shall convey to Parent identity of the person making it) as promptly as practicable (but in no case later than 24 hours) after taking such action, (y) provides Sysco with a copy of any letterAlternative Transaction or amendments or supplements thereto and (z) receives from such Third Party an executed confidentiality agreement in reasonably customary form and in any event containing terms at least as stringent as those between Sysco and the Company. Subsequent to furnishing information to, proposal or entering into discussions or negotiations with, any document in which any such proposal of a Potential Transaction involving VitalStream is expressed. (b) Prior to termination of this Agreement Third Party in accordance with this Section 7.13.5, neither Parent nor the Company shall inform Sysco on a prompt basis of the status of any discussions or negotiations with such Third Party, and any material changes to the terms and conditions of such Alternative Transaction. Promptly after the execution and delivery of this Agreement, the Company will, and will cause its Subsidiaries to, and will instruct their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Alternative Transaction and shall notify each party that it, or any officer, director, advisor investment advisor, financial advisor, attorney or any other representative thereof shall directly retained by it, has had discussions with during the 60 days prior to the date of this Agreement that the Company Board no longer seeks the making of any Alternative Transaction. (iv) (x) withdraw or indirectlymodify, or propose to withdraw or modify, in a manner adverse to Sysco , the Company Recommendations or (y) approve or recommend an Alternative Transaction unless the Company Board, after consultation with legal counsel, determines in good faith that such action is necessary for the Company Board to comply with its fiduciary duties to the Stockholders under applicable Law; provided, however, the Company Board may not approve or recommend (and in connection therewith, withdraw or modify the Company Recommendations) an Alternative Transaction unless (i) solicit or entertain offers fromsuch Alternative Transaction is a Superior Proposal, negotiate with (whether such negotiations are initiated by them or otherwise), or in any manner encourage, discuss, accept or consider any proposal of any other person relating to a Potential Transaction involving Parent (ii) provide any information the Company Board shall have first consulted with respect legal counsel and have determined that such action is necessary for the Company Board to Parent or comply with its business or fiduciary duties to the negotiations with VitalStream to any personStockholders, other than VitalStream its Affiliates and their representatives, in connection with a Potential Transaction involving Parent or (iii) enter into the Company Board has provided written notice to Sysco (a "Notice of Superior Proposal") advising Sysco that the Company Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal, and (iv) two business days have elapsed after Sysco 's receipt of the Notice of Superior Proposal and Sysco has not made an offer such that the Company Board determines in its good faith judgment (after consultation with a financial adviser of nationally recognized reputation and consultation with legal counsel) that the Alternative Transaction is not a Superior Proposal. If Sysco makes an offer as contemplated by clause (iv) of the preceding sentence, upon the Company's request Sysco shall execute an amendment to this Agreement to implement the terms contemplated by such offer. Nothing contained in this Section 3.5 shall prohibit the Company from taking and disclosing to the Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any contractdisclosure to the Stockholders which, agreement in the good faith reasonable judgment of the Company Board, after consultation with legal counsel, is required under applicable law; provided, that except as otherwise permitted in this Section 3.5, the Company shall not withdraw or arrangement modify, or propose to withdraw or modify, the Company Recommendations or approve or recommend, or propose to approve or recommend, an Alternative Transaction. Notwithstanding anything contained in this Agreement to the contrary, any action by the Company Board permitted by, and taken in accordance with, this Section 3.5 shall not constitute a breach of this Agreement by the Company. Notwithstanding anything in this Agreement to the contrary but subject to the proviso contained in the first sentence of Section 3.5(iii) hereof, nothing in this Agreement shall (x) limit the Company Board's ability to make any disclosure to the Stockholders that the Company Board determines in good faith (after consultation with legal counsel) is required to be made to satisfy its fiduciary duties under applicable law or (y) limit the Company's ability to make any persondisclosure required by applicable law, other than VitalStream and such actions shall not be considered a breach of this Agreement. (v) For all purposes of this Agreement, "Alternative Transaction" means the occurrence of any of the following events: (i) the acquisition of the Company by merger or otherwise by any Third Party, (ii) the acquisition by a Third Party of 20% or more of the assets of the Company and its Affiliates and their representativesSubsidiaries taken as a whole, concerning (iii) the acquisition by a Third Party of 20% or relating to a Potential Transaction involving Parent. In more of the event that Parent shall receive outstanding Shares or become aware the issuance by the Company of any proposal capital stock containing terms which are inconsistent with the consummation of the transactions contemplated by this Agreement, (iv) the adoption by the Company of a Potential Transaction involving Parent subsequent to plan of liquidation or the Agreement Date, Parent shall promptly inform VitalStream declaration or payment by the Company of an extraordinary dividend representing 20% or more of the value of the Company and its Subsidiaries taken as to any such matter and a whole or (v) the details thereof and shall convey to VitalStream a copy of any letter, proposal repurchase by the Company or any document in which any such proposal of a Potential Transaction involving Parent is expressedits Subsidiaries of more than 20% of the outstanding Shares.

No Negotiations. (a) Prior From and after the date of this Agreement until the earlier to occur of the Closing Date or termination of this Agreement in accordance with Section 7.1pursuant to its terms, neither VitalStream nor Parent, Seller and the Companies shall not, and each of Parent, Seller and the Companies will instruct their respective officers, directors, employees, agents, representatives and Affiliates, not to, directly or indirectly solicit, initiate or encourage submission of any proposal or offer from any Person (including any of its Subsidiaries nor or their officers or employees, representatives, agents, or affiliates) relating to any officerliquidation, directordissolution, advisor recapitalization, tender or exchange offer, solicitation of proxies, merger, consolidation or acquisition or purchase of all or a material portion of the assets of, or any equity interest in, the Companies or any of the Subsidiaries or other representative thereof similar transaction or business combination involving the Companies or any of the Subsidiaries, or participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. Parent shall promptly notify Buyer if any such proposal or offer, or any inquiry from or contact with any Person with respect thereto, is made and shall promptly provide Buyer with such information regarding such proposal, offer, inquiry or contact as Buyer may request. In addition, from and after the date of this Agreement until the earlier to occur of the Closing Date or the termination of this Agreement pursuant to its terms, Parent, Seller and Companies shall not, and each of Parent, Seller and the Companies shall instruct their respective directors, officers, employees, representatives, agents and Affiliates not to, directly or indirectly, (i) solicit make or entertain offers fromauthorize any public statement, negotiate with (whether such negotiations are initiated by them recommendation or otherwise), or solicitation in any manner encourage, discuss, accept or consider any proposal of any other person relating to a Potential Transaction involving VitalStream, (ii) provide any information with respect to VitalStream or its business or the negotiations with Parent to any person, other than Parent and its Affiliates and their representatives, in connection with a Potential Transaction involving VitalStream or (iii) enter into any contract, agreement or arrangement with any person, other than Parent and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving VitalStream. In the event that VitalStream shall receive or become aware support of any proposal of a Potential Transaction involving VitalStream subsequent to the Agreement Date, VitalStream shall promptly inform Parent as made by any Person or group (other than Buyer) relating to any such matter and of the details thereof and shall convey to Parent a copy of any letterforegoing. The parties agree, proposal or any document however, that nothing in which any such proposal of a Potential Transaction involving VitalStream is expressed. (b) Prior to termination the foregoing sentences of this Agreement in accordance Section 6.3 shall prohibit Parent from entering into any agreement, discussion or negotiation with Section 7.1, neither Parent nor or providing any officer, director, advisor or information to any other representative thereof shall directly or indirectly, (i) solicit or entertain offers from, negotiate with third party who has made a bona fide unsolicited offer to acquire (whether such negotiations are initiated by them way of merger, purchase of the equity or assets of Parent or otherwise), ) Parent if the Board of Directors of Parent determines in good faith and after receipt of advice of outside counsel that the failure to provide such information or engage in any manner encourage, discuss, accept such discussions or consider any proposal negotiations could reasonably be expected to result in a breach of any other person relating to a Potential Transaction involving Parent (ii) provide any information with respect to Parent or its business or the negotiations with VitalStream to any person, other than VitalStream its Affiliates and their representatives, in connection with a Potential Transaction involving Parent or (iii) enter into any contract, agreement or arrangement with any person, other than VitalStream and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving Parent. In the event that Parent shall receive or become aware of any proposal of a Potential Transaction involving Parent subsequent to the Agreement Date, Parent shall promptly inform VitalStream as to any such matter and the details thereof and shall convey to VitalStream a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving Parent is expressed’s Board’s fiduciary duties under applicable Law.

No Negotiations. (a) Prior to Except as otherwise permitted herein, including Section 5.13, Seller agrees that between the date of this Agreement and the Closing, or the earlier termination of this Agreement in accordance with Section 7.1pursuant to Article VII, neither VitalStream nor Seller shall not, and shall cause its Subsidiaries nor any officerRepresentatives not to, director, advisor or any other representative thereof shall directly or indirectlyindirectly solicit, (i) solicit encourage or entertain initiate the submission of proposals or offers from, negotiate provide any confidential information to, or participate in discussions or negotiations or enter into any agreement, other than directly in connection with the Restructuring Transactions, with, any Person (whether such negotiations are initiated by them or otherwiseother than Acquiror and its Affiliates) concerning (a) the sale of the Acquired Business (including the Company and the Assets), or in (b) any manner encouragemerger, discussbusiness combination, accept joint venture or consider any proposal of any other person relating to a Potential Transaction similar transaction involving VitalStream, the Acquired Business (ii) provide any information with respect to VitalStream or its business or including the negotiations with Parent to any person, other than Parent and its Affiliates and their representatives, in connection with a Potential Transaction involving VitalStream or (iii) enter into any contract, agreement or arrangement with any person, other than Parent and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving VitalStream. In the event that VitalStream shall receive or become aware of any proposal of a Potential Transaction involving VitalStream subsequent to the Agreement Date, VitalStream shall promptly inform Parent as to any such matter Company and the details thereof and shall convey to Parent a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving VitalStream is expressedAssets) (an “Acquisition Proposal”). (b) Prior Subject to termination Section 5.13, Seller shall (and shall instruct its Representatives to) immediately end any discussions or negotiations with any Persons conducted before the date of this Agreement in accordance with Section 7.1, neither Parent nor any officer, director, advisor or any other representative thereof shall directly or indirectly, (i) solicit or entertain offers from, negotiate with (whether such negotiations are initiated by them or otherwise), or in any manner encourage, discuss, accept or consider any proposal of any other person relating to a Potential Transaction involving Parent (ii) provide any information with respect to Parent or its business or the negotiations with VitalStream an Acquisition Proposal and use all commercially reasonable efforts to any person, other than VitalStream its Affiliates and their representatives, have each Person that has heretofore executed a confidentiality agreement in connection with such Person’s consideration or proposal of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by Seller or any of its Representatives in connection therewith. (c) Seller shall not (and shall not permit its Representatives to) amend, waive or terminate, or otherwise release a Potential Transaction involving Parent Person from, any provision of any confidentiality or similar agreement relating to such Person’s consideration or proposal of an Acquisition Proposal without the prior consent of Acquiror. (iiid) enter Following the Closing Date, Seller shall take actions reasonably necessary to enforce and protect its rights (including upon any reasonable request of Acquiror) pursuant to each confidentiality agreement entered into any contract, agreement by Seller or arrangement its Affiliates with any personPerson in connection with the sale, other than VitalStream and its Affiliates and their representativesor potential sale, concerning of all or relating a portion of the Acquired Business, to a Potential Transaction involving Parentthe extent such rights relate to the Acquired Business or any confidential information related thereto. In the event that Parent Seller shall receive or become promptly notify Acquiror if it becomes aware of any proposal breach of a Potential Transaction involving Parent subsequent to the Agreement Date, Parent shall promptly inform VitalStream as to any such matter and the details thereof and shall convey confidentiality agreement or if it intends to VitalStream a copy take any actions in respect of any letter, proposal or any document in which any such proposal of a Potential Transaction involving Parent is expressedbreach.

No Negotiations. (a) Prior From and after the date of this Agreement until the earlier to occur of the Closing Date or termination of this Agreement in accordance with Section 7.1pursuant to its terms, neither VitalStream nor Parent, Seller and the Companies shall not, and each of Parent, Seller and the Companies will instruct their respective officers, directors, employees, agents, representatives and Affiliates, not to, directly or indirectly solicit, initiate or encourage submission of any proposal or offer from any Person (including any of its Subsidiaries nor or their officers or employees, representatives, agents, or affiliates) relating to any officerliquidation, directordissolution, advisor recapitalization, tender or exchange offer, solicitation of proxies, merger, consolidation or acquisition or purchase of all or a material portion of the assets of, or any equity interest in, the Companies or any of the Subsidiaries or other representative thereof similar transaction or business combination involving the Companies or any of the Subsidiaries, or participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. Parent shall promptly notify Buyer if any such proposal or offer, or any inquiry from or contact with any Person with respect thereto, is made and shall promptly provide Buyer with such information regarding such proposal, offer, inquiry or contact as Buyer may request. In addition, from and after the date of this Agreement until the earlier to occur of the Closing Date or the termination of this Agreement pursuant to its terms, Parent, Seller and Companies shall not, and each of Parent, Seller and the Companies shall instruct their respective directors, officers, employees, representatives, agents and Affiliates not to, directly or indirectly, (i) solicit make or entertain offers fromauthorize any public statement, negotiate with (whether such negotiations are initiated by them recommendation or otherwise), or solicitation in any manner encourage, discuss, accept or consider any proposal of any other person relating to a Potential Transaction involving VitalStream, (ii) provide any information with respect to VitalStream or its business or the negotiations with Parent to any person, other than Parent and its Affiliates and their representatives, in connection with a Potential Transaction involving VitalStream or (iii) enter into any contract, agreement or arrangement with any person, other than Parent and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving VitalStream. In the event that VitalStream shall receive or become aware support of any proposal of a Potential Transaction involving VitalStream subsequent to the Agreement Date, VitalStream shall promptly inform Parent as made by any Person or group (other than Buyer) relating to any such matter and of the details thereof and shall convey to Parent a copy of any letterforegoing. The parties agree, proposal or any document however, that nothing in which any such proposal of a Potential Transaction involving VitalStream is expressed. (b) Prior to termination the foregoing sentences of this Agreement in accordance Section 6.3 shall prohibit Parent from entering into any agreement, discussion or negotiation with Section 7.1, neither Parent nor or providing any officer, director, advisor or information to any other representative thereof shall directly or indirectly, (i) solicit or entertain offers from, negotiate with third party who has made a bona fide unsolicited offer to acquire (whether such negotiations are initiated by them way of merger, purchase of the equity or assets of Parent or otherwise), ) Parent if the Board of Directors of Parent determines in good faith and after receipt of advice of outside counsel that the failure to provide such information or engage in any manner encourage, discuss, accept such discussions or consider any proposal negotiations could reasonably be expected to result in a breach of any other person relating to a Potential Transaction involving Parent (ii) provide any information with respect to Parent or its business or the negotiations with VitalStream to any person, other than VitalStream its Affiliates and their representatives, in connection with a Potential Transaction involving Parent or (iii) enter into any contract, agreement or arrangement with any person, other than VitalStream and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving Parent. In the event that Parent shall receive or become aware of any proposal of a Potential Transaction involving Parent subsequent to the Agreement Date, Parent shall promptly inform VitalStream as to any such matter and the details thereof and shall convey to VitalStream a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving Parent is expressed's Board's fiduciary duties under applicable Law.

No Negotiations. (a) Prior From and after the date of this Agreement until the earlier to occur of the Closing Date or the date of termination of this Agreement in accordance with Section 7.1its terms, neither VitalStream nor its Subsidiaries nor any officerSeller and the Company shall not, directorand each of Seller and the Company will instruct their respective directors, advisor or any other representative thereof shall officers, managing members, Executive Committee members, employees, agents, representatives and affiliates, including the Controlling Stockholders (collectively, “Representatives”), not to, directly or indirectly, : (i) encourage, initiate, solicit or entertain offers from, negotiate with (whether such negotiations are initiated by them or otherwise)take any other action designed to, or in which could reasonably be expected to, facilitate any manner encourage, discuss, accept inquiries or consider the making of any proposal of that constitutes or may reasonably be expected to lead to, an Acquisition Proposal or the making, submission or announcement of, any other person relating to a Potential Transaction involving VitalStreamAcquisition Proposal, (ii) provide participate or engage in any discussions or negotiations regarding, or furnish to any person any nonpublic information with respect to, or take any other action to VitalStream or its business facilitate any inquiries or the negotiations making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions or otherwise cooperate with Parent any person with respect to any personAcquisition Proposal, other than Parent and its Affiliates and their representativesexcept to notify such person as to the existence of these provisions, in connection (iv) approve, endorse or recommend any Acquisition Proposal with a Potential Transaction involving VitalStream respect to it, or (iiiv) enter into any contractletter of intent or similar document or any agreement, commitment or understanding contemplating or otherwise relating to any Acquisition Proposal or a transaction contemplated thereby; provided, that so long as there has been no breach of this Section 6.3(a), the Seller and the Company may, in response to an Acquisition Proposal that was not solicited after the date hereof and otherwise in compliance with the obligations under Section 6.3(b), participate in discussions or negotiations with, request clarifications from, or furnish information to, any person which makes such Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement containing customary terms and conditions, (B) Seller’s Board of Directors reasonably determines in good faith, after consultation with outside legal counsel (which may be its current outside legal counsel) and financial advisor (which may be its current outside financial advisor), that such Acquisition Proposal is, or arrangement could reasonably be expected to lead to, a Superior Proposal and (C) Seller’s Board of Directors reasonably determines in good faith, after consultation with outside legal counsel (which may be its current outside legal counsel), that failure to take such actions would constitute a breach of fiduciary duties under applicable Law. Seller and the Company shall immediately terminate, and shall cause their Representatives to immediately terminate, all discussions or negotiations, if any, with any personthird party with respect to, other than Parent and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving VitalStream. In the event that VitalStream shall receive or become aware of any proposal of a Potential Transaction involving VitalStream subsequent to the Agreement Date, VitalStream shall promptly inform Parent as to any such matter and the details thereof and shall convey to Parent a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving VitalStream is expressedthat could reasonably be expected to lead to, an Acquisition Proposal. (b) Prior In addition to termination of this Agreement the obligations set forth in accordance with Section 7.1, neither Parent nor any officer, director, advisor or any other representative thereof shall directly or indirectly, (i) solicit or entertain offers from, negotiate with (whether such negotiations are initiated by them or otherwise6.3(a), or Seller and the Company shall as promptly as practicable (and in any manner encourage, discuss, accept or consider any proposal event within two (2) business days) advise Buyer orally and in writing of any other person relating to a Potential Transaction involving Parent (ii) provide any request for information with respect to Parent any Acquisition Proposal or its business of any Acquisition Proposal, or the negotiations any inquiry, proposal, discussions or negotiation with VitalStream respect to any personAcquisition Proposal and the material terms and conditions of such request, other than VitalStream its Affiliates Acquisition Proposal, inquiry, proposal, discussion or negotiation. Seller and their representatives, the Company shall keep Parent reasonably informed of the status and material details (including material amendments) with respect to the information previously provided by Seller and the Company in connection with a Potential Transaction an Acquisition Proposal. (c) For purposes of this Agreement, “Acquisition Proposal” means any offer or proposal concerning any (i) merger, consolidation, business combination, or similar transaction involving Parent Seller or the Company, (ii) sale, lease or other disposition directly or indirectly by merger, consolidation, business combination, share exchange, joint venture, or otherwise of assets of Seller or the Company representing 20% or more of the assets of Seller or the Company, (iii) enter into any contractissuance, agreement sale, or arrangement with any personother disposition of (including by way of merger, other than VitalStream and its Affiliates and their representativesconsolidation, concerning or relating to a Potential Transaction involving Parent. In the event that Parent shall receive or become aware of any proposal of a Potential Transaction involving Parent subsequent to the Agreement Datebusiness combination, Parent shall promptly inform VitalStream as to any such matter and the details thereof and shall convey to VitalStream a copy of any lettershare exchange, proposal joint venture, or any document similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for such securities) representing 20% or more of the voting power of Seller or the Company, (iv) transaction in which any such proposal person shall acquire beneficial ownership, or the right to acquire beneficial ownership or any group shall have been formed which beneficially owns or has the right to acquire beneficial ownership of a Potential Transaction involving Parent is expressed20% or more of the outstanding voting equity interests of Seller or the Company or (v) any combination of the foregoing (other than the transactions contemplated by this Agreement).

No Negotiations. The Company hereby agrees that neither Guest Supply nor any of its officers, directors, employees, investment bankers, representatives or agents shall, directly or indirectly: (ai) Prior solicit, initiate, entertain, encourage or respond to any inquiries or proposals that constitute or could reasonably be expected to lead to an Alternative Transaction, as defined below; provided, however, the Company shall not be in breach of this Section 3.5 for responses (but not to an Alternative Transaction) relating to the contested proxy solicitation initiated by BFMA Holding Corporation for the Company's 2001 Annual Meeting of Stockholders, so long as the Company does not breach the covenants of the fourth sentence of Section 3.8; or (ii) negotiate, discuss or provide any non-public information to any third party in connection with an Alternative Transaction; or (iii) from and after the date hereof until the termination of this Agreement in accordance with and except as expressly permitted by the following provisions of this Section 7.13.5, neither VitalStream nor permit any of its Subsidiaries nor to, and will not authorize any officer, directordirector or employee of or any investment banker, attorney, accountant or other advisor or representative of, the Company or any other representative thereof shall of its Subsidiaries to (and will instruct such persons not to), directly or indirectly, (i) solicit solicit, initiate or entertain offers from, negotiate with encourage the submission of a proposal for any Alternative Transaction (whether such negotiations are initiated by them as hereinafter defined) or otherwise), or in any manner encourage, discuss, accept or consider any proposal of any other person relating to a Potential Transaction involving VitalStream, (ii) provide participate in any discussions or negotiations regarding, or furnish to any person (which includes a "person" as such term is defined in Section 13(d)(3) of the Exchange Act) (a "Third Party") other than Sysco, Merger Sub or any affiliate thereof any information with respect to, or take any other action knowingly to VitalStream facilitate, any Alternative Transaction or its business any inquiries or the negotiations with Parent to any person, other than Parent and its Affiliates and their representatives, in connection with a Potential Transaction involving VitalStream or (iii) enter into any contract, agreement or arrangement with any person, other than Parent and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving VitalStream. In the event that VitalStream shall receive or become aware making of any proposal that constitutes, or may reasonably be expected to lead to, any Alternative Transaction; provided, however, that nothing contained in this Section 3.5(iii) or in Sections 3.5(i) or 3.5(ii) shall prohibit the Company Board from furnishing information to, or entering into discussions or negotiations with, any Third Party that makes an unsolicited bona fide written proposal of a Potential an Alternative Transaction involving VitalStream subsequent if, and only to the Agreement Dateextent that (A) the Company Board, VitalStream shall promptly inform Parent after consultation with legal counsel, determines in good faith that such action is necessary for the Company Board to comply with its fiduciary duties to the Stockholders under applicable law, (B) the Company Board determines in good faith, after consultation with a financial advisor of nationally recognized reputation, that such Alternative Transaction would, if consummated, constitute or be reasonably likely to constitute a Superior Proposal (as hereinafter defined) and (C) prior to any taking such matter action, the Company (x) provides notice to Sysco to the effect that it is taking such action (including, without limitation, the material terms and conditions thereof and the details thereof and shall convey to Parent identity of the person making it) as promptly as practicable (but in no case later than 24 hours) after taking such action, (y) provides Sysco with a copy of any letterAlternative Transaction or amendments or supplements thereto and (z) receives from such Third Party an executed confidentiality agreement in reasonably customary form and in any event containing terms at least as stringent as those between Sysco and the Company. Subsequent to furnishing information to, proposal or entering into discussions or negotiations with, any document in which any such proposal of a Potential Transaction involving VitalStream is expressed. (b) Prior to termination of this Agreement Third Party in accordance with this Section 7.13.5, neither Parent nor the Company shall inform Sysco on a prompt basis of the status of any discussions or negotiations with such Third Party, and any material changes to the terms and conditions of such Alternative Transaction. Promptly after the execution and delivery of this Agreement, the Company will, and will cause its Subsidiaries to, and will instruct their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Alternative Transaction and shall notify each party that it, or any officer, director, advisor investment advisor, financial advisor, attorney or any other representative thereof shall directly retained by it, has had discussions with during the 60 days prior to the date of this Agreement that the Company Board no longer seeks the making of any Alternative Transaction. (iv) (x) withdraw or indirectlymodify, or propose to withdraw or modify, in a manner adverse to Sysco, the Company Recommendations or (y) approve or recommend an Alternative Transaction unless the Company Board, after consultation with legal counsel, determines in good faith that such action is necessary for the Company Board to comply with its fiduciary duties to the Stockholders under applicable Law; provided, however, the Company Board may not approve or recommend (and in connection therewith, withdraw or modify the Company Recommendations) an Alternative Transaction unless (i) solicit or entertain offers fromsuch Alternative Transaction is a Superior Proposal, negotiate with (whether such negotiations are initiated by them or otherwise), or in any manner encourage, discuss, accept or consider any proposal of any other person relating to a Potential Transaction involving Parent (ii) provide any information the Company Board shall have first consulted with respect legal counsel and have determined that such action is necessary for the Company Board to Parent or comply with its business or fiduciary duties to the negotiations with VitalStream to any personStockholders, other than VitalStream its Affiliates and their representatives, in connection with a Potential Transaction involving Parent or (iii) enter into the Company Board has provided written notice to Sysco (a "Notice of Superior Proposal") advising Sysco that the Company Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal, and (iv) two business days have elapsed after Sysco's receipt of the Notice of Superior Proposal and Sysco has not made an offer such that the Company Board determines in its good faith judgment (after consultation with a financial adviser of nationally recognized reputation and consultation with legal counsel) that the Alternative Transaction is not a Superior Proposal. If Sysco makes an offer as contemplated by clause (iv) of the preceding sentence, upon the Company's request Sysco shall execute an amendment to this Agreement to implement the terms contemplated by such offer. Nothing contained in this Section 3.5 shall prohibit the Company from taking and disclosing to the Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any contractdisclosure to the Stockholders which, agreement in the good faith reasonable judgment of the Company Board, after consultation with legal counsel, is required under applicable law; provided, that except as otherwise permitted in this Section 3.5, the Company shall not withdraw or arrangement modify, or propose to withdraw or modify, the Company Recommendations or approve or recommend, or propose to approve or recommend, an Alternative Transaction. Notwithstanding anything contained in this Agreement to the contrary, any action by the Company Board permitted by, and taken in accordance with, this Section 3.5 shall not constitute a breach of this Agreement by the Company. Notwithstanding anything in this Agreement to the contrary but subject to the proviso contained in the first sentence of Section 3.5(iii) hereof, nothing in this Agreement shall (x) limit the Company Board's ability to make any disclosure to the Stockholders that the Company Board determines in good faith (after consultation with legal counsel) is required to be made to satisfy its fiduciary duties under applicable law or (y) limit the Company's ability to make any persondisclosure required by applicable law, other than VitalStream and such actions shall not be considered a breach of this Agreement. (v) For all purposes of this Agreement, "Alternative Transaction" means the occurrence of any of the following events: (i) the acquisition of the Company by merger or otherwise by any Third Party, (ii) the acquisition by a Third Party of 20% or more of the assets of the Company and its Affiliates and their representativesSubsidiaries taken as a whole, concerning (iii) the acquisition by a Third Party of 20% or relating to a Potential Transaction involving Parent. In more of the event that Parent shall receive outstanding Shares or become aware the issuance by the Company of any proposal capital stock containing terms which are inconsistent with the consummation of the transactions contemplated by this Agreement, (iv) the adoption by the Company of a Potential Transaction involving Parent subsequent to plan of liquidation or the Agreement Date, Parent shall promptly inform VitalStream declaration or payment by the Company of an extraordinary dividend representing 20% or more of the value of the Company and its Subsidiaries taken as to any such matter and a whole or (v) the details thereof and shall convey to VitalStream a copy of any letter, proposal repurchase by the Company or any document in which any such proposal of a Potential Transaction involving Parent is expressedits Subsidiaries of more than 20% of the outstanding Shares.

No Negotiations. (a) Prior Until the earliest to occur of the Closing Date or the termination of this Agreement in accordance with Section 7.1its terms, neither VitalStream nor its Subsidiaries nor Seller shall not, and shall direct the officers of Company and Seller's agents or representatives, including Xxxxxxx Xxxxx & Co., not to solicit any officerproposal, directorindication of interest or offer from any Person (including any of the officers or employees of Company) relating to any liquidation, advisor dissolution, recapitalization, merger, consolidation or acquisition or purchase of all or a material portion of the assets (other than inventory in the ordinary course of business) of, or any equity interest in, Company or other representative thereof shall directly similar transaction or indirectly, (i) solicit or entertain offers from, negotiate with (whether such negotiations are initiated by them or otherwise)business combination involving the Business, or participate in any manner encouragenegotiations regarding any such transaction; PROVIDED, discusshowever, accept or consider any proposal that if Seller, after 60 days from the date of any this Agreement, determines in good faith that Buyer will not likely be able to consummate the Closing by the date this Agreement terminates in accordance with its terms, Seller may provide Buyer with written notice of such determination, following which notice Buyer and Seller will, within five business days, consult with each other person relating regarding the prospects for consummating the Closing. If, following such consultation, Seller in good faith again determines that Buyer will not likely be able to a Potential Transaction involving VitalStreamconsummate the Closing by the date this Agreement terminates in accordance with its terms, (ii) Seller may provide any information with respect to VitalStream or its business or the negotiations with Parent to any person, other than Parent and its Affiliates and their representatives, in connection Buyer with a Potential Transaction involving VitalStream or (iii) enter into any contract, agreement or arrangement with any person, other than Parent written notice regarding such determination and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving VitalStream. In the event that VitalStream shall receive or become aware Seller's obligations under this Section 7.10 will cease ten days following Buyer's receipt of any proposal of a Potential Transaction involving VitalStream subsequent to the Agreement Date, VitalStream shall promptly inform Parent as to any such matter and the details thereof and shall convey to Parent a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving VitalStream is expressedsecond written notice. (b) Prior The foregoing subsection (a) shall not preclude Seller, or Seller's agents or representatives from taking any action to termination solicit any proposal, indication of this Agreement in accordance interest or offer from any Person relating to, or otherwise take any action with Section 7.1respect to, neither Parent nor any officerliquidation, directordissolution, advisor recapitalization, merger, consolidation or acquisition or purchase of all or a material portion of the assets of, or any equity interest in, Seller taken as a whole or any Subsidiary of Seller (other representative thereof shall directly or indirectly, (i) solicit or entertain offers from, negotiate with (whether such negotiations are initiated by them or otherwisethan Company and Company Subsidiaries), or other similar transaction or business combination involving an interest in Seller taken as a whole or any manner encourage, discuss, accept or consider any proposal Subsidiary of any other person relating to a Potential Transaction involving Parent Seller (ii) provide any information with respect to Parent or its business or the negotiations with VitalStream to any person, other than VitalStream its Affiliates Company and their representatives, in connection with a Potential Transaction involving Parent or (iii) enter into any contract, agreement or arrangement with any person, other than VitalStream and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving Parent. In the event that Parent shall receive or become aware of any proposal of a Potential Transaction involving Parent subsequent to the Agreement Date, Parent shall promptly inform VitalStream as to any such matter and the details thereof and shall convey to VitalStream a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving Parent is expressedCompany Subsidiaries).

No Negotiations. (a) Prior to The Company hereby agrees that from and after the date hereof until the termination of this Agreement in accordance with and except as expressly permitted by the following provisions of this Section 7.16.4, neither VitalStream nor its Subsidiaries the Company nor any officerof its officers, directordirectors, advisor employees, investment bankers, representatives or any other representative thereof shall agents shall, directly or indirectly, : (i) solicit solicit, initiate, entertain, encourage or entertain offers fromrespond to any inquiries or proposals that constitute or could reasonably be expected to lead to an Alternative Transaction, negotiate with (whether such negotiations are initiated by them or otherwise), or in any manner encourage, discuss, accept or consider any proposal of any other person relating to a Potential Transaction involving VitalStream, as defined below; or (ii) negotiate, discuss or provide any non-public information with respect to VitalStream or its business or the negotiations with Parent to any person, other than Parent and its Affiliates and their representatives, third party in connection with an Alternative Transaction; provided, however, that nothing contained in Section 6.4(i) or this Section 6.4(ii) shall prohibit the Company Board from furnishing information to, or entering into discussions or negotiations with, any Third Party that makes an unsolicited bona fide written proposal of an Alternative Transaction if, and only to the extent that (A) the Company Board, after consultation with legal counsel, determines in good faith that such action is necessary for the Company Board to comply with its fiduciary duties to the Company Stockholders under applicable Law, (B) the Company Board determines in good faith, that such Alternative Transaction would, if consummated, constitute or be reasonably likely to constitute a Potential Transaction involving VitalStream or Superior Proposal (as hereinafter defined), and (C) prior to taking such action, the Company provides notice to Acquirer to the effect that it is taking such action, and receives from such Third Party an executed confidentiality agreement in reasonably customary form and in any event containing terms at least as stringent as those between Acquirer and the Company. (iii) enter into any contract(x) withdraw or modify, agreement or arrangement propose to withdraw or modify, in a manner adverse to Acquirer, the Company Recommendations, or (y) approve or recommend an Alternative Transaction unless the Company Board, after consultation with any personlegal counsel, other than Parent and determines in good faith that such action is necessary for the Company Board to comply with its Affiliates and their representatives, concerning or relating to a Potential Transaction involving VitalStream. In the event that VitalStream shall receive or become aware of any proposal of a Potential Transaction involving VitalStream subsequent fiduciary duties to the Company Stockholders under applicable Law; provided, however, the Company Board may not approve or recommend (and in connection therewith, withdraw or modify the Company Recommendations) an Alternative Transaction unless (A) such Alternative Transaction is a Superior Proposal, (B) the Company Board shall have first consulted with legal counsel and have determined that such action is necessary for the Company Board to comply with its fiduciary duties to the Company Stockholders, and (C) the Company Board has provided written notice to Acquirer (a "NOTICE OF SUPERIOR PROPOSAL") advising Acquirer that the Company Board has received a Superior Proposal. Except as otherwise permitted in this Section 6.4, the Company shall not withdraw or modify, or propose to withdraw or modify, the Company Recommendations or approve or recommend, or propose to approve or recommend, an Alternative Transaction. Notwithstanding anything contained in this Agreement Dateto the contrary, VitalStream any action by the Company Board permitted by, and taken in accordance with, this Section 6.4 shall promptly inform Parent as not constitute a breach of this Agreement by the Company. Notwithstanding anything in this Agreement to the contrary, but subject to the proviso to Sections 6.4(i) and 6.4(ii) hereof, nothing in this Agreement shall (x) limit the Company Board's ability to make any disclosure to the Company Stockholders that the Company Board determines in good faith is required to be made to satisfy its fiduciary duties under applicable Law, or (y) limit the Company's ability to make any disclosure required by applicable Law, and such matter and the details thereof and actions shall convey to Parent not be considered a copy breach of any letter, proposal or any document in which any such proposal of a Potential Transaction involving VitalStream is expressedthis Agreement. (biv) Prior to termination For all purposes of this Agreement in accordance with Section 7.1Agreement, neither Parent nor "ALTERNATIVE TRANSACTION" means any officer, director, advisor of the following: (A) the acquisition of the Company by merger or otherwise by any other representative thereof shall directly Third Party; (B) the acquisition by a Third Party of 20% or indirectly, more of the Assets of the Company; (iC) solicit the acquisition by a Third Party of 20% or entertain offers from, negotiate with (whether such negotiations are initiated by them or otherwise), or in any manner encourage, discuss, accept or consider any proposal more of any other person relating to a Potential Transaction involving Parent (ii) provide any information with respect to Parent or its business the outstanding Company Shares or the negotiations issuance by the Company of capital stock containing terms which are inconsistent with VitalStream to any person, other than VitalStream its Affiliates and their representatives, in connection with the consummation of the transactions contemplated by this Agreement; (D) the adoption by the Company of a Potential Transaction involving Parent plan of liquidation or the declaration or payment by the Company of an extraordinary dividend representing 20% or more of the value of the Company; or (iiiE) enter into any contract, agreement or arrangement with any person, other the repurchase by the Company of more than VitalStream and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving Parent. In 20% of the event that Parent shall receive or become aware of any proposal of a Potential Transaction involving Parent subsequent to the Agreement Date, Parent shall promptly inform VitalStream as to any such matter and the details thereof and shall convey to VitalStream a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving Parent is expressedoutstanding Company Shares.

No Negotiations. (a) Prior to termination of this Agreement in accordance with Section 7.1From and after the Effective Date until the Closing Date, neither VitalStream Parent nor its Subsidiaries Seller shall, directly or indirectly, and neither Parent nor Seller shall authorize any Affiliate, officer, director, advisor employee, representative or agent to, solicit, initiate, enter into, engage in or conduct any discussions or negotiations with, or provide any non-public information to, or enter into any agreement or letter of intent with any Person or group of Persons regarding any Competing Transaction. Each of Parent, Seller, and their controlled Affiliates, shall promptly (and in any event within two (2) Business Days) notify Buyer of (a) the receipt by Parent, Seller, or any of their controlled Affiliates of any written inquiries, or proposals or requests for information concerning a Competing Transaction, or (b) Parent or Seller becoming aware that any such written inquiries or proposals have been received by Parent’s or Seller’s non-controlled Affiliates or by Parent’s, Seller’s or their Affiliates’ investment bankers, financial advisors, attorneys, accountants or other representative thereof representatives and shall directly provide Buyer with a copy of all written materials relating to such inquiries, proposals or indirectlyrequests. As of the Effective Date, Parent and Seller shall, and shall direct their respective officers, directors, employees, representatives and agents to, cease all discussions or negotiations with any Person (other than Buyer and its Affiliates) relating to a Competing Transaction. A “Competing Transaction” means any of the following (other than any transaction contemplated by this Agreement): (w) any sale of stock or other Equity Interests in any Acquired Company or Seller, (x) a merger, consolidation, share exchange, business combination, or other similar transaction by any Acquired Company or Seller, (y) any sale, lease, transfer or other disposition of all or substantially all of the assets of any Acquired Company or Seller in a single transaction or a series of related transactions, or (z) any agreement to endorse a carrier other than Buyer or its Affiliates in a renewal rights transaction with respect to the Acquired Business. Notwithstanding anything to the contrary in this Agreement, Buyer hereby acknowledges and agrees that Parent and its officers, directors, employees, representatives and agents shall be permitted (without the consent of, or notice to, Buyer or its Affiliates) to solicit, initiate, enter into, engage in or conduct any discussion or negotiations with, provide any information to, enter into any agreement or letter of intent with, any Person or group of Persons, and/or consummate a transaction regarding (i) solicit any sale of stock or entertain offers from, negotiate with (whether such negotiations are initiated by them or otherwise), or other Equity Interests in any manner encourage, discuss, accept or consider any proposal of any other person relating to a Potential Transaction involving VitalStreamParent, (ii) provide any information with respect to VitalStream a merger, consolidation, share exchange, business combination, or other similar transaction involving Parent or its business or the negotiations with Parent to any personAffiliates, other than Parent and its Affiliates and their representativesthe Acquired Companies or Seller, in connection with a Potential Transaction involving VitalStream or (iii) enter into any contractsale, agreement lease, transfer or arrangement with any personother disposition of the assets of Parent or its Affiliates, other than Parent and its Affiliates and their representativesthe Acquired Companies or Seller, concerning in a single transaction or relating to a Potential Transaction involving VitalStream. In the event that VitalStream shall receive or become aware series of any proposal of a Potential Transaction involving VitalStream subsequent to the Agreement Daterelated transactions; provided, VitalStream shall promptly inform Parent as however, that, with respect to any such matter and transaction described in the details thereof and shall convey to Parent a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving VitalStream is expressed. (b) Prior to termination of this Agreement in accordance with Section 7.1, neither Parent nor any officer, director, advisor or any other representative thereof shall directly or indirectly, (i) solicit or entertain offers from, negotiate with (whether such negotiations are initiated by them or otherwise), or in any manner encourage, discuss, accept or consider any proposal of any other person relating to a Potential Transaction involving Parent foregoing clauses (ii) provide any information with respect to Parent or its business or the negotiations with VitalStream to any person, other than VitalStream its Affiliates and their representatives, in connection with a Potential Transaction involving Parent or (iii) enter into any contract, agreement that (A) would be a Triggering Event (as defined in Section 4.15) if such transaction occurred on or arrangement with any person, other than VitalStream and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving Parent. In after the event that Parent shall receive or become aware of any proposal of a Potential Transaction involving Parent subsequent to the Agreement Closing Date, Parent (or its successor) shall promptly inform VitalStream perform or cause to be performed the obligations set forth in Section 4.15 as if a Triggering Event had occurred or (B) includes HN Life, Parent (or its successor) shall take such action prior to the consummation of such transaction so as to any ensure that the obligations of HN Life under the Transaction Documents will be binding on HN Life or its successor after the consummation of such matter and the details thereof and shall convey to VitalStream a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving Parent is expressedtransaction.

No Negotiations. (a) Prior The Company Entities and the Seller acknowledge and agree that the Purchaser has made and shall continue to termination make substantial expenditures of time, effort and expense in connection with its due diligence efforts and the consideration and negotiation of the transactions contemplated by this Agreement in accordance with Section 7.1Agreement. During the Interim Period, neither VitalStream nor its Subsidiaries nor any officerthe Company Entities and the Seller will refrain, directorand will cause their respective Representatives to refrain from taking, advisor or any other representative thereof shall directly or indirectly, any action (i) solicit to solicit, initiate or entertain offers from, negotiate knowingly facilitate or encourage any inquiries or the submission of any proposal or indication of interest from any Person (other than the Purchaser) unrelated to the Company or its Affiliates with (whether such negotiations are initiated by them respect to an acquisition of a significant portion of the outstanding equity or otherwise)material Assets, or in any manner encouragemerger, discussconsolidation, accept combination, share exchange, recapitalization, liquidation or consider dissolution involving any proposal Company Entity (an “Alternative Proposal”, provided that “Alternative Proposal” specifically excludes the sale, lease, license, transfer or disposition of any the Seller and its Affiliates (other person relating to than the Company Entities) taken as a Potential Transaction involving VitalStreamwhole), (ii) provide to enter into, continue, knowingly encourage or facilitate or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to VitalStream lead to, an Alternative Proposal (or any proposal or indication of interest relating thereto) with any Person (other than the Purchaser), (iii) to authorize, engage in, execute or enter into any agreement, letter of intent, Contract or understanding with any Person (other than with the Purchaser) with respect to an Alternative Proposal or (iv) waive, terminate, or modify or fail to enforce any provision of any “standstill” or similar obligation of any Person (other than Purchaser or its business or the negotiations Affiliates) with Parent respect to any personCompany Entity; (b) The Seller and the Company Entities shall, and each of them shall cause their and their respective Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations (including electronic data room access) with any Person (other than Parent and Purchaser, its Affiliates and their representatives, in connection with a Potential Transaction involving VitalStream or (iiirespective Representatives) enter into any contract, agreement or arrangement with any person, other than Parent and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving VitalStream. In the event that VitalStream shall receive or become aware of any proposal of a Potential Transaction involving VitalStream subsequent conducted prior to the Agreement Date, VitalStream shall promptly inform Parent as to any such matter and the details thereof and shall convey to Parent a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving VitalStream is expressed. (b) Prior to termination date of this Agreement in accordance with Section 7.1, neither Parent nor any officer, director, advisor or any other representative thereof shall directly or indirectly, (i) solicit or entertain offers from, negotiate with (whether such negotiations are initiated by them or otherwise), or in any manner encourage, discuss, accept or consider any proposal of any other person relating to a Potential Transaction involving Parent (ii) provide any information with respect to Parent any Alternative Proposal. The Company Entities shall promptly (and in any event within two (2) Business Days hereof) deliver a written notice to each such Person to the effect that the Company Entity is ending all such solicitations, communications, activities, discussions or its business or the negotiations with VitalStream such Person, effective on the date hereof, which written notice shall also request that each Person promptly return or destroy all non-public information previously furnished to any person, other than VitalStream its Affiliates and their representatives, in connection with a Potential Transaction involving Parent or (iii) enter into any contract, agreement or arrangement with any person, other than VitalStream and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving Parent. In the event that Parent shall receive or become aware of any proposal of a Potential Transaction involving Parent subsequent to the Agreement Date, Parent shall promptly inform VitalStream as to any such matter and the details thereof and shall convey to VitalStream a copy of any letter, proposal Person or any document in which any such proposal of a Potential Transaction involving Parent is expressedits Representatives by or on behalf of the Company Entities.

No Negotiations. (a) Prior Subject to the provisions of Sections 5.2(b) and 5.2(c), between the date of this Agreement and the first to occur of (i) the Closing, and (ii) the termination of this Agreement in accordance with Section 7.1Agreement, neither VitalStream nor Seller will not (and will cause its Subsidiaries nor any officerRepresentatives and Affiliates not to), director, advisor or any other representative thereof shall directly or indirectly, (ia) solicit take any action to solicit, initiate, seek, encourage or entertain offers support any inquiry, proposal, submission or offer from, negotiate with (whether such negotiations are initiated by them or otherwise)b) furnish any information to, or (c) participate in any manner encouragediscussions or negotiations with, discussany Person or other entity or group (other than Buyer) regarding any acquisition of Seller that would include any of the Acquisition Assets, accept any merger or consider consolidation with or involving Seller that would include any proposal of the Acquisition Assets, or any acquisition of any other person relating of the Acquisition Assets. Seller agrees that any such discussions or negotiations in progress as of the date hereof will be terminated or suspended during such period. Seller represents and warrants that it has the legal right to a Potential Transaction involving VitalStreamterminate or suspend any such pending discussions or negotiations and agrees to indemnify and hold harmless the Buyer and its Representatives and Affiliates (the “Buyer Group”) from and against any claims by any party, (ii) provide including, without limitation, any information with respect party to VitalStream such pending discussions or its business negotiations, which claims are based on or arise out of such pending discussions or negotiations or the negotiations with Parent to any person, other than Parent and its Affiliates and their representatives, in connection with a Potential Transaction involving VitalStream or (iii) enter into any contract, agreement or arrangement with any person, other than Parent and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving VitalStream. In the event that VitalStream shall receive or become aware execution of any proposal of a Potential Transaction involving VitalStream subsequent to the this Agreement Date, VitalStream shall promptly inform Parent as to any such matter and the details thereof and shall convey to Parent a copy of any letter, proposal or any document consummation of the transactions contemplated by this Agreement, as further set forth in which any such proposal of a Potential Transaction involving VitalStream is expressedSection 7.2(e). (b) Prior Seller will immediately (and in no event later than 24 hours after the board of directors of Seller or any committee thereof has considered any bona fide Transfer Proposal) notify Buyer in writing of any bona fide Transfer Proposal that has been considered by the board of directors of Seller or any committee thereof, (including the material terms thereof) that is made or submitted by any Person during the period set forth in the first sentence of Section 5.2(a). Seller will keep Buyer fully informed with respect to termination the status of any such Transfer Proposal and any modification or proposed modification thereto. (c) Notwithstanding the provisions of Section 5.2(a), Seller, during the period set forth in the first sentence of Section 5.2(a), may provide non-public information to and enter into discussions with any third party with respect to an unsolicited written bona fide Transfer Proposal if (1) neither Seller nor any Representative of Seller shall have violated any of the restrictions set forth in this Section 5.2, (2) the board of directors of Seller concludes in good faith, after having taken into account the advice of its outside legal counsel, that such action is required for the board of directors of Seller to comply with its fiduciary obligations to Seller’s stockholders under applicable law, (3) the board of directors of Seller concludes in good faith that such Transfer Proposal is reasonably likely to result in the making of a Superior Offer, (4) at least two (2) Business Days prior to furnishing any such non-public information to, or entering into discussions with, such third party, Seller gives Buyer the material terms of the Transfer Proposal and of Seller’s intention to furnish non-public information to, or enter into discussions with, such third party, and Buyer does not within such two (2) Business Day period, adjust the Maximum Aggregate Purchase Price commensurate with the Transfer Proposal, (5) Seller receives from such third party an executed confidentiality agreement containing customary limitations on the use and disclosure of all non-public written and oral information furnished to such third party by or on behalf of Seller, and (6) at least two (2) Business Days prior to furnishing any such non-public information to, or entering into discussions with, such third party, Seller furnishes such non-public information to Buyer (to the extent such non-public information has not been previously furnished by Seller to Buyer). Without limiting the generality of the foregoing, Seller acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any Representative of Seller, whether or not such Representative is purporting to act on behalf of Seller, shall be deemed to constitute a breach of this Agreement Section 5.2 by Seller. (d) For purposes of Section 5.2(c), “Superior Offer” shall mean any unsolicited, bona fide written Transfer Proposal that the Seller’s board of directors determines, in accordance with Section 7.1its good faith judgment taking into account applicable legal, neither Parent nor any officerfinancial, directorregulatory and other relevant aspects of the Transfer Proposal, advisor or any the identity of the third party making the proposal and other representative thereof shall directly or indirectlyrelevant considerations, (i) solicit or entertain offers fromis more favorable from a financial point of view to Seller’s stockholders than the sale of the Acquisition Assets to Buyer, negotiate with (whether such negotiations are initiated by them or otherwise), or in any manner encourage, discuss, accept or consider any proposal of any other person relating to a Potential Transaction involving Parent (ii) provide any information with respect is subject only to Parent or its business or conditions to the negotiations with VitalStream to any personconsummation of such Transfer Proposal that are reasonably capable of being satisfied promptly, other than VitalStream its Affiliates and their representatives, in connection with a Potential Transaction involving Parent or (iii) enter into any contract, agreement is supported by financing that is then committed or arrangement with any person, other than VitalStream and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving Parent. In the event that Parent shall receive or become aware for which Seller’s board of any proposal of a Potential Transaction involving Parent subsequent to the Agreement Date, Parent shall promptly inform VitalStream as to any such matter and the details thereof and shall convey to VitalStream a copy of any letter, proposal or any document directors concludes in which any such proposal of a Potential Transaction involving Parent good faith is expressedavailable.

No Negotiations. (a) Prior to termination In consideration of the substantial expenditure of time, effort and expense undertaken by the Buyer in connection with the purchase and sale contemplated by this Agreement, unless and until this Agreement in accordance with Section 7.1is terminated pursuant to Article XI hereof, neither VitalStream nor its Subsidiaries nor any officerthe Sellers shall not, directorand shall cause their respective representatives and Affiliates not to, advisor or any other representative thereof shall directly or indirectly, solicit, initiate, facilitate, or encourage (iincluding by way of furnishing information) solicit any inquiries or entertain offers proposals from, discuss, respond to or negotiate with with, or provide any non-public information to, any Person (whether other than the Buyer) relating to (a) any transaction involving the sale, lease or other disposition of the Business or substantially all of the assets of the Sellers used in the Business or any merger, consolidation, reorganization, business combination, or similar transaction involving the Business (any such negotiations are initiated by them or otherwisetransaction being referred to herein as an “Acquisition Transaction”), or in any manner encourage, discuss, accept or consider any proposal of (b) any other person transaction the consummation of which could reasonably be expected to impair, impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement, or dilute the benefit to the Buyer of the transactions contemplated by this Agreement (any such transaction being referred to herein as an “Alternate Transaction”). The Sellers shall, and shall direct, as applicable, their respective Subsidiaries, Affiliates, representatives, managers, directors, officers and any other agents to, cease, as of the date hereof, all discussions and negotiations with any third party concerning any Acquisition Transaction and shall use Commerially Reasonable Efforts to cause any such third party to either return to the Sellers or destroy all property in its possession or under its control containing any Confidential Information of the Business. If any Seller receives an offer or proposal relating to a Potential possible Acquisition Transaction involving VitalStreamor Alternate Transaction, (ii) the Sellers shall promptly notify the Buyer and, subject to confidentiality restrictions in existence as of the date hereof, provide any information with respect to VitalStream or its business or the negotiations with Parent to any person, other than Parent and its Affiliates and their representatives, in connection with a Potential Transaction involving VitalStream or (iii) enter into any contract, agreement or arrangement with any person, other than Parent and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving VitalStream. In the event that VitalStream shall receive or become aware of any proposal of a Potential Transaction involving VitalStream subsequent to the Agreement Date, VitalStream shall promptly inform Parent Buyer all information available to the Sellers as to the identity of the Person making any such matter offer or proposal and the details terms thereof and shall convey to Parent and, if in writing, provide a copy of any letter, such offer or proposal or any document in which any such proposal of a Potential Transaction involving VitalStream is expressed. (b) Prior to termination of this Agreement in accordance with Section 7.1, neither Parent nor any officer, director, advisor or any other representative thereof shall directly or indirectly, (i) solicit or entertain offers from, negotiate with (whether such negotiations are initiated by them or otherwise), or in any manner encourage, discuss, accept or consider any proposal of any other person relating to a Potential Transaction involving Parent (ii) provide any information with respect to Parent or its business or the negotiations with VitalStream to any person, other than VitalStream its Affiliates and their representatives, in connection with a Potential Transaction involving Parent or (iii) enter into any contract, agreement or arrangement with any person, other than VitalStream and its Affiliates and their representatives, concerning or relating to a Potential Transaction involving Parent. In the event that Parent shall receive or become aware of any proposal of a Potential Transaction involving Parent subsequent to the Agreement Date, Parent shall promptly inform VitalStream as to any such matter and the details thereof and shall convey to VitalStream a copy of any letter, proposal or any document in which any such proposal of a Potential Transaction involving Parent is expressedBuyer.