Common use of No Other Negotiations Clause in Contracts

No Other Negotiations. Company will not, and Company will not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of Company or any attorney, investment banker or other person on Company's or their behalf to, directly or indirectly: (i) solicit, initiate, encourage or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider any inquiry, offer or proposal received from any party concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iii) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company will not consider any Alternative Transaction); (iv) participate in any discussions or negotiations with any person or entity with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company will not consider any Alternative Transaction); (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity (other than Parent) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, agreement, commitment or understanding between Company and any third party that is related to, provides for or concerns any Alternative Transaction. Company will promptly notify Parent orally and in writing of any inquiries or proposals received by Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in this Section by any officer, director or employee of Company or any attorney, investment banker or other director or representative of Company shall be deemed a breach of this Section 5.7

No Other Negotiations. (a) The Company will not, and Company will not --------------------- authorize, encourage or permit any officerother Person, directorincluding any of its directors, employeeofficers, shareholderagents, affiliate or agent advisors and other representatives (all of the foregoing Persons collectively being the “Company or any attorneyRepresentatives”), investment banker or other person on Company's or their its behalf to, directly or indirectly: (i) solicit, initiate, encourage encourage, induce or induce facilitate the making, submission or announcement ofof any inquiry, any expression interest, offer or proposal from any party Person concerning any Alternative Transaction (as defined below) or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider furnish any information regarding the Business to any Person (other than Buyer) in connection with, or enter into, participate in, maintain or continue any discussions or negotiations with any Person (other than Buyer) regarding, any inquiry, offer or proposal received from any party concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iii) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company will not consider any Alternative Transaction); (iv) participate in any discussions or negotiations with any person or entity with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company will not consider any Alternative Transaction); (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentBuyer) to effect any Alternative Transaction; or (viiv) execute, enter into or become bound by any letter of intent, agreement, commitment or understanding between the Company and any third party Person (other than Buyer) that is related to, provides for or concerns any Alternative Transaction. The Company will promptly notify Parent orally and in writing Buyer of any inquiries or proposals received by the Company or its directorsor, officersto the Company’s Knowledge, shareholders, employees or agents by any Company Representative regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any such inquiry or proposal. Any violation of As used herein, the restrictions set forth in this Section by any officer, director or employee of Company or any attorney, investment banker or other director or representative of Company shall be deemed a breach of this Section 5.7term “

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage or permit any officerof its officers, directordirectors, employeeemployees, shareholderstockholders, affiliate or agent of Company or Affiliates, agents, advisors (including any attorneyattorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, “Company Representatives”) to, directly or indirectly: (ia) solicit, initiate, encourage or knowingly encourage, facilitate or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than Parent) concerning any Alternative Transaction Transaction; (b) furnish any nonpublic information regarding the Company or its Subsidiaries to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiParent and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.7); (ivc) enter into, participate in in, maintain or continue any discussions or negotiations with any person or entity Person (other than Parent and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.7); (vd) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentParent and its agents and advisors) to effect any Alternative Transaction; or (vie) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company and any third party Person (other than Parent) that is related to, provides for or concerns any Alternative Transaction, provided, however, that in the event the Company receives an unsolicited proposal with respect to such a transaction from any Person (other than Parent and its designees), the Company may, to the extent it is required to do so by applicable fiduciary duties or Applicable Law confirmed by advice of counsel to that effect, (a “Superior Proposal”) enter into discussion or transactions with or provide information to such Person. If any Company will promptly notify Parent orally and Representative, whether in writing of his or her capacity as such or in any inquiries or proposals received by other capacity, takes any action that the Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in is obligated pursuant to this Section by any officer5.7(a) to cause such Company Representative not to take, director or employee of Company or any attorney, investment banker or other director or representative of then the Company shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.75.7(a).

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of Company Subsidiary or any attorneyof their respective officers, directors, employees, shareholders, affiliates, agents, advisors (including any attorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, "COMPANY REPRESENTATIVES") to, directly or indirectly: (i) solicit, initiate, encourage or knowingly encourage, facilitate or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than Acquiror) concerning any Alternative Transaction Transaction; (ii) furnish any nonpublic information regarding the Company or its Subsidiaries to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiAcquiror and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to a binding "no shop" covenant); (iviii) enter into, participate in in, maintain or continue any discussions or negotiations with any person or entity Person (other than Acquiror and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to a binding "no shop" covenant); (viv) otherwise knowingly cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentAcquiror and its agents and advisors) to effect any Alternative Transaction; or (viv) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company and any third party Person (other than Acquiror) that is related to, provides for or concerns any Alternative Transaction. If any Company will promptly notify Parent orally and Representative, whether in writing of his or her capacity as such or in any inquiries or proposals received by other capacity, takes any action that the Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in is obligated pursuant to this Section by any officer5.7(a) to cause such Company Representative not to take, director or employee of Company or any attorney, investment banker or other director or representative of then the Company shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.75.7(a).

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of Company Subsidiary or any attorneyof their respective officers, directors, employees, stockholders, affiliates, agents, advisors (including any attorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, "COMPANY REPRESENTATIVES") to, directly or indirectly: (ia) solicit, initiate, encourage or knowingly encourage, facilitate or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than Acquiror) concerning any Alternative Transaction Transaction; (b) furnish any nonpublic information regarding the Company or its Subsidiaries to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiAcquiror and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.7); (ivc) enter into, participate in in, maintain or continue any discussions or negotiations with any person or entity Person (other than Acquiror and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.7); (vd) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentAcquiror and its agents and advisors) to effect any Alternative Transaction; or (vie) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company and any third party Person (other than Acquiror) that is related to, -50- provides for or concerns any Alternative Transaction. If any Company will promptly notify Parent orally and Representative, whether in writing of his or her capacity as such or in any inquiries or proposals received by other capacity, takes any action that the Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in is obligated pursuant to this Section by any officer5.7(a) to cause such Company Representative not to take, director or employee of Company or any attorney, investment banker or other director or representative of then the Company shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.75.7(a).

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of Company the Operating Subsidiary or any attorneyof the Company’s or the Operating Subsidiary’s officers, directors, employees, stockholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, “Company Representatives”) to, directly or indirectly: (ia) solicit, initiate, encourage or knowingly encourage, facilitate or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than Parent) concerning any Alternative Transaction Transaction; (b) furnish any nonpublic information regarding the Company or the Operating Subsidiary to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiParent and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.8); (ivc) enter into, participate in in, entertain, maintain or continue any discussions or negotiations with any person or entity Person (other than Parent and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.8); (vd) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentParent and its agents and advisors) to effect any Alternative Transaction; or (vie) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company or the Operating Subsidiary and any third party Person (other than Parent) that is related to, provides for or concerns any Alternative Transaction. Company will promptly notify Parent orally and in writing of any inquiries or proposals received by Company or its directorsTransaction (each, officers, shareholders, employees or agents regarding any an “Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth Agreement”); provided, however, that nothing contained in this Section by 5.8 or any officer, director or employee other provision of this Agreement prohibits the Company or the Company Board from making such disclosure to the Company Stockholders as, in the good faith judgment of the Company Board, after receiving advice from its outside counsel, is required under Applicable Law in order to comply with its fiduciary duties. If any attorneyCompany Representative, investment banker whether in his or her capacity as such or in any other director or representative of capacity, takes any action that the Company is obligated pursuant to this Section 5.8 to cause such Company Representative not to take, then the Company shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.75.8(a).

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage or permit any officerof its officers, directordirectors, employeeemployees, shareholdershareholders, affiliate or agent of Company or Affiliates, agents, advisors (including any attorneyattorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, “Company Representatives”) to, directly or indirectly: (i) solicit, initiate, encourage or knowingly encourage, facilitate or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than Parent) concerning any Alternative Transaction Transaction; (ii) furnish any nonpublic information regarding the Company to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiParent and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.8); (iviii) enter into, participate in in, maintain or continue any discussions or negotiations with any person or entity Person (other than Parent and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.8); (viv) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentParent and its agents and advisors) to effect any Alternative Transaction; or (viv) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company and any third party Person (other than Parent) that is related to, provides for or concerns any Alternative Transaction. If any Company will promptly notify Parent orally and Representatives, whether in writing of his or her capacity as such or in any inquiries or proposals received by other capacity, takes any action that the Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in is obligated pursuant to this Section by any officer5.8(a) to cause such Company Representatives not to take, director or employee of Company or any attorney, investment banker or other director or representative of then the Company shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.75.8(a).

No Other Negotiations. Company will not, and Company will not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of Company or any attorney, investment banker or other person on Company's ’s or their behalf to, directly or indirectly: (i) solicit, initiate, encourage or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction (as defined below) or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider any inquiry, offer or proposal received from any party concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iii) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company will is not consider interested in any Alternative Transaction); (iv) participate in any discussions or negotiations with any person or entity with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company will is not consider interested in any Alternative Transaction); (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity (other than Parent) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, agreement, commitment or understanding between Company and any third party that is related to, provides for or concerns any Alternative Transaction. Company will promptly notify Parent orally and in writing of any inquiries or proposals received by Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will will, identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in this Section by any officer, director or employee of Company or any attorney, investment banker banker, director or other director or representative of Company shall be deemed a breach of this Section 5.75.7 by Company. As used herein, the term “Alternative Transaction” means any commitment, agreement or transaction involving or providing for (a) the possible disposition of all or any substantial portion of Company’s business, assets or capital stock, whether by way of merger, consolidation, sale of assets, sale of stock, stock exchange, tender offer and/or any other form of business combination, or (b) any initial public offering of capital stock or other securities of Company pursuant to a registration statement filed under the Securities Act.

No Other Negotiations. (a) The Company will and the Company Shareholders shall not, and Company will shall not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate of its Subsidiaries or agent of Company or any attorney, investment banker or other person on Company's or their behalf Representatives to, directly or indirectly: (ia) solicit, initiate, encourage or knowingly encourage, facilitate or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than Buyer) concerning any Alternative Transaction Transaction; (b) furnish any nonpublic information regarding any Group Company to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiBuyer and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that the Company will not consider any Alternative Transactionis subject to this Section 7.7); (ivc) enter into, participate in in, entertain, maintain or continue any discussions or negotiations with any person or entity Person (other than Buyer and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that the Company will not consider any Alternative Transactionis subject to this Section 7.7); (vd) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentBuyer and its agents and advisors) to effect any Alternative Transaction; or (vie) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between any Group Company and any third party Person (other than Buyer) that is related to, provides for or concerns any Alternative Transaction. If any Company will promptly notify Parent orally and Representative, whether in writing of his or her capacity as such or in any inquiries or proposals received by other capacity, takes any action that the Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in is obligated pursuant to this Section by any officer7.7(a) to cause such Company Representative not to take, director or employee of Company or any attorney, investment banker or other director or representative of then the Company shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.77.7(a).

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage or permit any officerof its officers, directordirectors, employeeemployees, shareholderstockholders, affiliate or agent of Company or Affiliates, agents, advisors (including any attorneyattorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, “Company Representatives”) to, directly or indirectly: (ia) solicit, initiate, encourage or knowingly encourage, facilitate or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than Parent) concerning any Alternative Transaction Transaction; (b) furnish any nonpublic information regarding the Company or its Subsidiaries to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiParent and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.6); (ivc) enter into, participate in in, maintain or continue any discussions or negotiations with any person or entity Person (other than Parent and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.6); (vd) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentParent and its agents and advisors) to effect any Alternative Transaction; or (vie) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company and any third party Person (other than Parent) that is related to, provides for or concerns any Alternative Transaction, provided, however, that in the event the Company receives an unsolicited proposal with respect to such a transaction from any Person (other than Parent and its designees), the Company may, to the extent it is required to do so by applicable fiduciary duties confirmed by advice of counsel to that effect, (a “Superior Proposal”) enter into discussion or transactions with or provide information to such Person. If any Company will promptly notify Parent orally and Representative, whether in writing of his or her capacity as such or in any inquiries or proposals received by other capacity, takes any action that the Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in is obligated pursuant to this Section by any officer5.6(a) to cause such Company Representative not to take, director or employee of Company or any attorney, investment banker or other director or representative of then the Company shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.75.6(a).

No Other Negotiations. (a) Neither Company will notshall, and Company will not --------------------- nor shall it authorize, encourage or permit any officerof its officers, directordirectors, employeeemployees, shareholderAffiliates, affiliate or agent of Company or agents, advisors (including any attorneyattorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, “Company Representatives”) to, directly or indirectly: (ia) solicit, initiate, encourage or knowingly encourage, facilitate or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than Parent) concerning any Alternative Transaction Transaction; (b) furnish any nonpublic information regarding either Company or its Subsidiaries to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiParent and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that such Company will not consider any Alternative Transactionis subject to this Section 5.7); (ivc) enter into, participate in in, maintain or continue any discussions or negotiations with any person or entity Person (other than Parent and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company will not consider any Alternative Transactionthe Companies are subject to this Section 5.7); (vd) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentParent and its agents and advisors) to effect any Alternative Transaction; or (vie) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between either Company and any third party Person (other than Parent) that is related to, provides for or concerns any Alternative Transaction, provided, however, that in the event that either Company receives an unsolicited proposal with respect to such a transaction from any Person (other than Parent and its designees), such Company may, to the extent it is required to do so by applicable fiduciary duties confirmed by advice of counsel to that effect, (a “Superior Proposal”) enter into discussion or transactions with or provide information to such Person. If any Company will promptly notify Parent orally and Representative, whether in writing of his or her capacity as such or in any inquiries or proposals received by other capacity, takes any action that such Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in is obligated pursuant to this Section by any officer5.7(a) to cause such Company Representative not to take, director or employee of Company or any attorney, investment banker or other director or representative of then such Company shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.75.7(a).

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of Company Subsidiary or any attorneyof their respective officers, directors, employees, shareholders, affiliates, agents, advisors (including any attorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, "COMPANY REPRESENTATIVES") to, directly or indirectly: (ia) solicit, initiate, encourage encourage, induce or induce knowingly facilitate the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than Acquiror) concerning any Alternative Transaction Transaction; (b) furnish any nonpublic information regarding the Company or the Company Subsidiaries to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiAcquiror and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to a binding "no shop" covenant); (ivd) enter into, participate in in, maintain or continue any discussions or negotiations with any person or entity Person (other than Acquiror and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to a binding "no shop" covenant); (vd) otherwise cooperate with, encourage or knowingly facilitate or encourage any effort or attempt by any person or entity Person (other than ParentAcquiror and its agents and advisors) to effect any Alternative Transaction; or (vih) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company and any third party Person (other than Acquiror) that is related to, provides for or concerns any Alternative Transaction. Company will promptly notify Parent orally and in writing of any inquiries or proposals received by Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in this Section by any officer, director or employee of Company or any attorney, investment banker or other director or representative of Company shall be deemed a breach of this Section 5.7.

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage or permit any officerof its officers, directordirectors, employeeemployees, shareholderstockholders, affiliate or agent of Company or Affiliates, agents, advisors (including any attorneyattorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf Representatives (collectively, “Company Representatives”) to, directly or indirectly: (ia) solicit, initiate, encourage or knowingly encourage, facilitate or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than Parent) concerning any Alternative Transaction Transaction; (b) furnish any nonpublic information regarding the Company to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiParent and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.8); (ivc) enter into, participate in in, maintain or continue any discussions or negotiations with any person or entity Person (other than Parent and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.8); (vd) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentParent and its agents and advisors) to effect any Alternative Transaction; or (vie) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company and any third party Person (other than Parent) that is related to, provides for or concerns any Alternative Transaction. If any Company will promptly notify Parent orally and Representatives, whether in writing of his or her capacity as such or in any inquiries or proposals received by other capacity, takes any action that the Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in is obligated pursuant to this Section by any officer5.8(a) to cause such Company Representatives not to take, director or employee of Company or any attorney, investment banker or other director or representative of then the Company shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.75.8(a).

No Other Negotiations. Company will not, and Company will not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of Company or any attorney, investment banker or other person on Company's ’s or their behalf to, directly or indirectly: (i) solicit, initiate, encourage or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction (as defined below) or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider any inquiry, offer or proposal received from any party concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iii) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company will is not consider interested in any Alternative Transaction); (iv) participate in any discussions or negotiations with any person or entity with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that Company will is not consider interested in any Alternative Transaction); (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity (other than Parent) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, agreement, commitment or understanding between Company and any third party that is related to, provides for or concerns any Alternative Transaction. Company will promptly notify Parent orally and in writing of any inquiries or proposals received by Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will will, identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in this Section by any officer, director or employee of Company or any attorney, investment banker banker, director or other director or representative of Company shall be deemed a breach of this Section 5.75.7 by Company. As used herein, the term "Alternative Transaction" means any commitment, agreement or transaction involving or providing for (a) the possible disposition of all or any substantial portion of Company’s business, assets or capital stock, whether by way of merger, consolidation, sale of assets, sale of stock, stock exchange, tender offer and/or any other form of business combination, or (b) any initial public offering of capital stock or other securities of Company pursuant to a registration statement filed under the Securities Act.

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage authorize or permit any officer, director, employee, shareholder, affiliate or agent of its Company or any attorney, investment banker or other person on Company's or their behalf Representatives to, directly or indirectly: (i) solicit, initiate, or knowingly encourage or induce participate in the making, submission or announcement ofof any Acquisition Proposal, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider furnish any inquiry, offer or proposal received from nonpublic information regarding the Company to any party concerning any Alternative Transaction Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiParent and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction Acquisition Proposal (other than to respond to such inquiry, offer or proposal Acquisition Proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 6.7); , (iviii) enter into, participate in in, maintain or continue any discussions or negotiations with any person or entity Person (other than Parent and its agents and advisors) with respect to any inquiry, offer or proposal from any Person (other than Parent) for, regarding or concerning any Alternative Transaction (an “Acquisition Proposal”) other than the Merger (other than to respond to such inquiry, offer or proposal Acquisition Proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 6.7); , (viv) otherwise cooperate with, knowingly facilitate or knowingly encourage any effort or attempt by any person or entity Person (other than ParentParent and its agents and advisors) to effect any Alternative Transaction; or Acquisition Proposal, (viv) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company and any third party Person (other than Parent) that is related to, provides for or concerns any Alternative Transaction. Company will promptly notify Parent orally and in writing , (vi) submit any Acquisition Proposal to the vote of any inquiries Equityholder or proposals received by Company (vii) enter into any other transaction not in the ordinary course of business, with the intent to impede, interfere with, prevent or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify materially delay the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in this Section by any officer, director or employee of Company or any attorney, investment banker or other director or representative of Company shall be deemed a breach of this Section 5.7Merger.

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of Company Subsidiary or any attorneyof their respective officers, directors, employees, shareholders, affiliates, agents, advisors (including any attorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, “Company Representatives”) to, directly or indirectly: (ia) solicit, initiate, encourage encourage, facilitate or induce the making, submission or announcement ofof any inquiry, any offer or proposal from any party Person (other than Acquiror) concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction with any Person (other than Acquiror) or a an offer or proposal therefor; (iib) consider any inquiry, offer or proposal received from any party Person (other than Acquiror) concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company is not interested in any Alternative Transaction); (iiic) furnish any nonpublic information regarding the Company or its Subsidiaries to any person or entity Person (other than Acquiror and its agents and advisors) in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will is not consider interested in any Alternative Transaction); (ivd) enter into, participate in in, maintain or continue any discussions or negotiations with any person or entity Person (other than Acquiror and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will is not consider interested in any Alternative Transaction); (vf) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentAcquiror and its agents and advisors) to effect any Alternative Transaction; or (vih) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company and any third party Person (other than Acquiror) that is related to, provides for or concerns any Alternative Transaction. If any Company will promptly notify Parent orally and Representative, whether in writing of his or her capacity as such or in any inquiries or proposals received by other capacity, takes any action that the Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in is obligated pursuant to this Section by any officer5.7(a) to cause such Company Representative not to take, director or employee of Company or any attorney, investment banker or other director or representative of then the Company shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.75.7(a).

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage or permit any officerof its officers, directordirectors, employeeemployees, shareholderstockholders, affiliate or agent of Company or Affiliates, agents, advisors (including any attorneyattorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, “Company Representatives”) to, directly or indirectly: (ia) solicit, initiate, encourage or knowingly encourage, facilitate or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than PAR3) concerning any Alternative Transaction Transaction; (b) furnish any nonpublic information regarding the Company to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiPAR3 and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.8); (ivc) enter into, participate in in, maintain or continue any discussions or negotiations with any person or entity Person (other than PAR3 and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.8); (vd) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentPAR3 and its agents and advisors) to effect any Alternative Transaction; or (vie) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company and any third party Person (other than PAR3) that is related to, provides for or concerns any Alternative Transaction. If any Company will promptly notify Parent orally and Representative, whether in writing of his or her capacity as such or in any inquiries or proposals received by other capacity, takes any action that the Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in is obligated pursuant to this Section by any officer5.8(a) to cause such Company Representative not to take, director or employee of Company or any attorney, investment banker or other director or representative of then the Company shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.75.8(a).

No Other Negotiations. The Company will not, and the Company will not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of the Company or any attorney, investment banker or other person on the Company's or their behalf to, directly or indirectly: (i) solicit, initiate, encourage or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction (as defined below) or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider any inquiry, offer or proposal received from any party concerning any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company is not interested in any Alternative Transaction); (iii) furnish any information regarding the Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will is not consider interested in any Alternative Transaction); (iv) participate in any discussions or negotiations with any person or entity with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will is not consider interested in any Alternative Transaction); (v) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity (other than Parent) to effect any Alternative Transaction; or (vi) execute, enter into or become bound by any letter of intent, agreement, commitment or understanding between Company and any third party that is related to, provides for or concerns any Alternative Transaction. Company will promptly notify Parent orally and in writing of any inquiries or proposals received by Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in this Section by any officer, director or employee of Company or any attorney, investment banker or other director or representative of Company shall be deemed a breach of this Section 5.7or

No Other Negotiations. Company will (a) Buyer shall not, and Company will shall not --------------------- authorize, encourage or permit any officer, director, employee, shareholder, affiliate or agent of Company its Subsidiaries or any attorneyof their respective officers, directors, employees, shareholders, Affiliates, agents, advisors (including any attorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, the “Buyer Representatives”) to, directly or indirectly: (ia) solicit, initiate, encourage or knowingly encourage, facilitate or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than Cyrus, the Company Shareholders or the Company) concerning any Alternative Transaction Buyer Transaction; (b) furnish any nonpublic information regarding Buyer to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiBuyer and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Company will not consider any Alternative TransactionBuyer is subject to this Section 8.3); (ivc) enter into, participate in in, entertain, maintain or continue any discussions or negotiations with any person Person (other than Cyrus, the Company Shareholders or entity the Company and their agents and advisors) with respect to any Alternative Buyer Transaction (other than to respond to such inquiry, offer or proposal solely by indicating that Company will not consider any Alternative TransactionBuyer is subject to this Section 8.3); (vd) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentCyrus, the Company Shareholders or the Company and their agents and advisors) to effect any Alternative Buyer Transaction; or (vie) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between Company Buyer and any third party Person (other than Cyrus, the Company Shareholders or the Company) that is related to, provides for or concerns any Alternative Buyer Transaction. Company will promptly notify Parent orally and If any Buyer Representative, whether in writing of his or her capacity as such or in any inquiries or proposals received by Company or its directorsother capacity, officers, shareholders, employees or agents regarding takes any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in action that Buyer is obligated pursuant to this Section by any officer8.3(a) to cause such Buyer Representative not to take, director or employee of Company or any attorney, investment banker or other director or representative of Company then Buyer shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.78.3(a). Buyer shall, and shall cause each of its Subsidiaries and the Buyer Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to an Alternative Buyer Transaction.

No Other Negotiations. (a) The Company will shall not, and Company will shall not --------------------- authorize, encourage or permit any officerof its officers, directordirectors, employeeemployees, shareholderAffiliates, affiliate or agent of Company or agents, advisors (including any attorneyattorneys, financial advisors, investment banker bankers or accountants) or other person on Company's or their behalf representatives (collectively, “Company Representatives”) to, directly or indirectly: (ia) solicit, initiate, encourage or knowingly encourage, facilitate or induce the making, submission or announcement of, any offer or proposal from any party concerning any Alternative Transaction or take any other action that could reasonably be expected to lead to an Alternative Transaction or a proposal therefor; (ii) consider of any inquiry, offer or proposal received from any party Person (other than Parent) concerning any Alternative Transaction Transaction; (b) furnish any nonpublic information regarding the Company or its Subsidiaries to any Person (other than to respond to such inquiry, offer or proposal by indicating that Company is not interested in any Alternative Transaction); (iiiParent and its agents and advisors) furnish any information regarding Company to any person or entity in connection with or in response to any inquiry, offer or proposal for or regarding any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.7); (ivc) enter into, participate in in, maintain or continue any discussions or negotiations with any person or entity Person (other than Parent and its agents and advisors) with respect to any Alternative Transaction (other than to respond to such inquiry, offer or proposal by indicating that the Company will not consider any Alternative Transactionis subject to this Section 5.7); (vd) otherwise cooperate with, facilitate or encourage any effort or attempt by any person or entity Person (other than ParentParent and its agents and advisors) to effect any Alternative Transaction; or (vie) execute, enter into or become bound by any letter of intent, agreementmemorandum of understanding, commitment other Contract or understanding between the Company and any third party Person (other than Parent) that is related to, provides for or concerns any Alternative Transaction, provided, however, that in the event the Company receives an unsolicited proposal with respect to such a transaction from any Person (other than Parent and its designees), the Company may, to the extent it is required to do so by applicable fiduciary duties confirmed by advice of counsel to that effect, (a “Superior Proposal”) enter into discussion or transactions with or provide information to such Person. If any Company will promptly notify Parent orally and Representative, whether in writing of his or her capacity as such or in any inquiries or proposals received by other capacity, takes any action that the Company or its directors, officers, shareholders, employees or agents regarding any Alternative Transaction and will identify the party making the inquiry or proposal and the nature and terms of any inquiry or proposal. Any violation of the restrictions set forth in is obligated pursuant to this Section by any officer5.7(a) to cause such Company Representative not to take, director or employee of Company or any attorney, investment banker or other director or representative of then the Company shall be deemed a breach for all purposes of this Agreement to have breached this Section 5.75.7(a).