Common use of No Shopping Clause in Contracts

No Shopping. (1) PVY shall not, and shall not authorize or permit any of its (or any of its Subsidiaries') officers, directors, agents, financial advisors, attorneys, accountants or other Representatives to, directly or indirectly, solicit, initiate or encourage submission of proposals or offers from any Person relating to, or that could reasonably be expected to lead to, a Business Combination or participate in any negotiations or substantive discussions 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 a Business Combination; provided, however, that, prior to the PVY Shareholders' Approval, PVY may, in response to an unsolicited written proposal from a third party with respect to a Business Combination that PVY's Board of Directors determines, in its good faith judgment, after consultation with and the receipt of the advice of its financial advisor and outside counsel with customary qualifications, is a Superior Proposal, (i) furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, only if PVY's Board of Directors determines, in its good faith judgment after consultation with its financial advisors and outside legal counsel, that it is reasonably necessary in order to comply with its fiduciary duties under applicable law and (ii) take and disclose to PVY's shareholders a position with respect to another Business Combination proposal, or amend or withdraw such position, pursuant to Rule 14d-9 and 14e-2 under the Exchange Act, or make such disclosure to PVY's shareholders which in the good faith judgment of PVY's Board of Directors, based on the advice of its outside counsel, is required by applicable law. Prior to furnishing any non-public information to, entering into negotiations with or accepting a Superior Proposal from such third party, PVY will (i) provide written notice to SUG to the effect that it is furnishing information to or entering into discussions or negotiations with such third party and (ii) receive from such third party an executed confidentiality agreement containing substantially the same terms and conditions as the Confidentiality Agreement. PVY will immediately cease and cause to be terminated any existing solicitation, initiation, encouragement, activity, discussion or negotiations with any parties conducted heretofore by PVY or any of its representatives with respect to any Business Combination. (2) Except as expressly permitted by this Section 6.1(h), neither the PVY Board of Directors nor any committee thereof may, (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to SUG, the approval or recommendation by such Board of Directors or such committee of the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, a Business Combination or (iii) cause PVY to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Business Combination. Notwithstanding the foregoing, prior to the time at which the PVY Shareholders' Approval has been obtained, in response to an unsolicited Business Combination proposal from a third party, if PVY's Board of Directors determines, in its good faith judgment, after consultation with and the receipt of the advice of its financial advisor and outside counsel with customary qualifications, that such proposal is a Superior Proposal and that failure to do any of the actions set forth in clauses (i), (ii) or (iii) above would create a reasonable possibility of a breach of the fiduciary duties of PVY's Board of Directors under applicable law, PVY's Board of Directors may withdraw or modify its approval or recommendation of the Merger or this Agreement, approve or recommend a Business Combination or cause PVY to enter into a Business Combination or an agreement related to a Business Combination and, subject to PVY having paid to SUG the fees described in Section 8.3(a) hereof and having entered into a definitive agreement with respect to such Business Combination proposal, terminate this Agreement; provided, however, that prior to entering into a definitive agreement with respect to a Business Combination proposal, PVY shall give SUG at least two (2) business days' notice thereof, and shall cause its Representatives to, negotiate with SUG to make such adjustments in the terms and conditions of this Agreement as would enable PVY to proceed with the transactions contemplated herein on such adjusted terms; provided, further, that if PVY and SUG are unable to reach an agreement on such adjustments within two (2) business days after such notice from PVY, PVY may enter into such definitive agreement, subject to the provisions of Article VIII. (3) PVY shall notify SUG orally and in writing of any such inquiries, offers or proposals (including the material terms and conditions of any such offer or proposal and the identity of the Person making it), within two business days of the receipt thereof, shall use all reasonable efforts to keep SUG informed of the status and revised material terms and conditions of any such inquiry, offer or proposal and shall give SUG one (1) day's advance notice of the first delivery of non-public information to such Person. If any such inquiry, offer or proposal is in writing, PVY shall promptly deliver to SUG a copy of such inquiry, offer or proposal. (4) For purposes of this Agreement, (i) "Business Combination" means (other than the transactions contemplated or permitted by this Agreement) (A) a merger, consolidation or other business combination, share exchange, sale of a minimum of 2% of the outstanding shares of capital stock, tender offer or exchange offer or similar transaction involving PVY or any of its Subsidiaries, (B) acquisition in any manner, directly or indirectly, of a material interest in any capital stock of, or a material equity interest in a substantial portion of the assets of, PVY or any of its Subsidiaries, including any single or multi-step transaction or series of related transactions that is structured to permit a third party to acquire beneficial ownership of a majority or greater equity interest in PVY or any of its Subsidiaries, or (C) the acquisition in any manner, directly or indirectly, of any material portion of the business or assets (other than inventory in the Ordinary Course of Business) of PVY or any of its Subsidiaries and (ii) "Superior Proposal" means a proposed Business Combination involving at least 50% of the shares of capital stock or a material portion of the assets of PVY that PVY's Board of Directors determines, after consulting with PVY's financial advisors and outside counsel, is financially superior to the transactions contemplated hereby and it appears that the party making the proposal is reasonably likely to have the funds necessary to consummate the Business Combination.

No Shopping. (1a) PVY The Company shall not, and shall not authorize or permit any of its (or any of its Subsidiaries') officers, directors, agents, financial advisorsadvisers, attorneys, accountants or other Representatives representatives to, directly or indirectly, solicit, initiate or encourage submission of proposals or offers from any Person relating to, or that could reasonably be expected to lead to, a Business Combination or participate in any negotiations or substantive discussions 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 a Business Combination; provided, however, that, prior to the PVY time at which the Company Shareholders' ApprovalApproval has been obtained, PVY the Company may, in response to an unsolicited written proposal from a third party with respect to a Business Combination that PVYthe Company's Board of Directors determines, in its good faith judgment, after consultation with and the receipt of the advice of its financial advisor and outside counsel with customary qualificationscounsel, is a Superior Proposal, (i) furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, only if PVYthe Company's Board of Directors determines, in its good faith judgment after consultation with its financial advisors and outside legal counsel, that it is reasonably necessary in order failing to comply with its take such action would create a reasonable possibility of a breach of the fiduciary duties of the Company's Board of Directors under applicable law and (ii) take and disclose to PVYthe Company's shareholders a position with respect to another Business Combination proposal, or amend or withdraw such position, pursuant to Rule Rules 14d-9 and 14e-2 under the Exchange Act, or make such disclosure to PVY's shareholders which in the good faith judgment of PVY's Board of Directors, based on the advice of its outside counsel, is required by applicable law. Prior to furnishing any non-public information to, entering into negotiations with or accepting a Superior Proposal from such third party, PVY the Company will (ix) provide written prompt notice to SUG Parent to the effect that it is furnishing information to or entering into discussions or negotiations with such third party and (iiy) receive from such third party an executed confidentiality agreement containing substantially in reasonably customary form on terms not materially more favorable to such third party than the same terms and conditions contained in the Letter Agreement (as the Confidentiality Agreementdefined in Section 6.1). PVY The Company will immediately cease and cause to be terminated any existing solicitation, initiation, encouragement, activity, discussion or negotiations with any parties conducted heretofore by PVY the Company or any of its representatives with respect to any Business Combination. (2b) Except as expressly permitted by this Section 6.1(h5.2(b), neither the PVY Company's Board of Directors nor any committee thereof may, may (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to SUGParent or Merger Sub, the approval or recommendation by such the Board of Directors or such committee of the First Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, a Business Combination or (iii) cause PVY the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Business Combination. Notwithstanding the foregoing, prior to the time at which the PVY Company Shareholders' Approval has been obtained, in response to an unsolicited Business Combination proposal from a third party, if PVYthe Company's Board of Directors determines, in its good faith judgment, after consultation with and the receipt of the advice of its financial advisor and outside counsel with customary qualificationscounsel, that such proposal is a Superior Proposal and that failure to do any of the actions set forth in clauses (i), (ii) or (iii) above would create a reasonable possibility of a breach of the fiduciary duties of PVYthe Company's Board of Directors under applicable law, PVYthe Company's Board of Directors may (x) withdraw or modify its approval or recommendation of the First Merger or this Agreement, approve or recommend a Business Combination or cause PVY the Company to enter into a Business Combination or an agreement related and (y) negotiate with a third party with respect to a such Business Combination proposal and, subject to PVY the Company having paid to SUG Parent the fees described in Section 8.3(a) hereof and having entered into a definitive agreement with respect to such Business Combination proposal, terminate this AgreementAgreement pursuant to Section 8.1(e)(iii); provided, however, that prior to entering into a definitive agreement with respect to a Business Combination proposal, PVY the Company shall give SUG Parent at least two (2) business days' five day's notice thereof, and shall cause its Representatives respective financial and legal advisors to, negotiate with SUG Parent to make such adjustments in the terms and conditions of this Agreement as would enable PVY the Company to proceed with the transactions contemplated herein on such adjusted terms; provided, further, that if PVY the Company and SUG Parent are unable to reach an agreement on such adjustments within two (2) business five days after such notice from PVYthe Company, PVY the Company may enter into such definitive agreement, subject to the provisions of Article VIII. (3c) PVY The Company shall notify SUG Parent orally and in writing of any such inquiries, offers or proposals (including including, without limitation, the material terms and conditions of any such offer or proposal and the identity of the Person making it), within two business days 24 hours of the receipt thereof, shall use all reasonable efforts to keep SUG Parent informed of the status and revised material terms and conditions details of any such inquiry, offer or proposal and shall give SUG one (1) Parent two day's advance notice of the first delivery of non-public information to such Person. If any such inquiry, offer or proposal is in writing, PVY the Company shall promptly deliver to SUG Parent a copy of such inquiry, offer or proposal. (4d) For purposes of this Agreement, (i) "Business Combination" means (other than the transactions contemplated or permitted by this Agreement) (A) a merger, consolidation or other business combination, share exchange, sale of a minimum of 2% of the outstanding shares of capital stock, tender offer or exchange offer or similar transaction involving PVY the Company or any of its Subsidiariessubsidiaries, (B) acquisition in any manner, directly or indirectly, of a material interest in any capital stock voting securities of, or a material equity interest in a substantial portion of the assets of, PVY the Company or any of its Subsidiariessubsidiaries, including any single or multi-step transaction or series of related transactions that is structured to permit a third party to acquire beneficial ownership of a majority or greater equity interest in PVY or any of its Subsidiariesthe Company, or (C) the acquisition in any manner, directly or indirectly, of any material portion of the business or assets (other than immaterial or insubstantial assets or inventory in the Ordinary Course ordinary course of Businessbusiness or assets held for sale) of PVY or any of its Subsidiaries the Company and (ii) "Superior Proposal" means a proposed Business Combination involving at least 50% of the shares of capital stock or a material portion of the assets of PVY the Company that PVYthe Company's Board of Directors determines, after consulting with PVYthe Company's financial advisors and outside counsel, counsel is financially superior to the transactions contemplated hereby and it appears that the party making the proposal is reasonably likely to have the funds necessary to consummate the Business Combination.

No Shopping. (1) PVY PNT shall not, and shall not authorize or permit any of its (or any of its Subsidiaries') officers, directors, agents, ,financial advisors, attorneys, accountants or other Representatives repre- sentatives to, directly or indirectly, solicit, initiate or encourage submission of proposals or offers from any Person relating to, or that could reasonably be expected to lead to, a Business Combination or participate in any negotiations or substantive discussions dis- cussions regarding, or furnish to any other Person any information informa- tion 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 a Business Combination; provided, however, that, prior to the PVY PNT Shareholders' Approval, PVY -------- ------- PNT may, in response to an unsolicited written proposal from a third party with respect to a Business Combination that PVYPNT's Board of Directors determines, in its good faith judgment, after consultation with and the receipt of the advice of its financial advisor and outside counsel with customary qualifications, is a Superior Proposal, (i) furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, only if PVYPNT's Board of Directors determines, in its good faith judgment after consultation with its financial advisors and outside legal counsel, that it is reasonably necessary neces- sary in order to comply with its fiduciary duties under applicable appli- cable law and (ii) take and disclose to PVYPNT's shareholders a position with respect to another Business Combination proposal, or amend or withdraw such position, pursuant to Rule 14d-9 and 14e-2 under the Exchange Act, or make such disclosure to PVYPNT's shareholders which in the good faith judgment of PVYPNT's Board of DirectorsDirectors is required by applicable law, based on the advice of its outside counsel, is required by applicable law. Prior to furnishing any non-public information informa- tion to, entering into negotiations with or accepting a Superior Proposal from such third party, PVY PNT will (i) provide written notice to SUG to the effect that it is furnishing information to or entering into discussions or negotiations with such third party and (ii) receive from such third party an executed confidentiality confi- dentiality agreement containing substantially the same terms and conditions as the Confidentiality Agreement. PVY PNT will immediately immedi- ately cease and cause to be terminated any existing solicitation, initiation, encouragement, activity, discussion or negotiations with any parties conducted heretofore by PVY PNT or any of its representatives with respect to any Business Combination. (2) Except as expressly permitted by this Section 6.1(h), neither the PVY PNT Board of Directors nor any committee thereof may, (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to SUG, the approval or recommendation recommenda- tion by such Board of Directors or such committee of the Merger or this Agreement, (ii) approve or recommend, or propose publicly pub- licly to approve or recommend, a Business Combination or (iii) cause PVY PNT to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Business Combination. Notwithstanding the foregoingfore- going, prior to the time at which the PVY PNT Shareholders' Approval has been obtained, in response to an unsolicited Business Combination Combi- nation proposal from a third party, if PVYPNT's Board of Directors determines, in its good faith judgment, after consultation with and the receipt of the advice of its financial advisor and outside out- side counsel with customary qualifications, that such proposal is a Superior Proposal and that failure to do any of the actions set forth in clauses (i), (ii) or (iii) above would create a reasonable reason- able possibility of a breach of the fiduciary duties of PVYPNT's Board of Directors under applicable law, PVYPNT's Board of Directors may (i) withdraw or modify its approval or recommendation of the Merger or this Agreement, approve or recommend a Business Combination Combi- nation or cause PVY PNT to enter into a Business Combination or an agreement related and (ii) negotiate with a third party with respect to a such Business Combination Combi- nation proposal and, subject to PVY PNT having paid to SUG the fees described in Section 8.3(a) hereof and having entered into a definitive agreement with respect to such Business Combination proposal, terminate this Agreement; provided, however, that prior -------- ------- to entering into a definitive agreement with respect to a Business Busi- ness Combination proposal, PVY the Company shall give SUG at least two five (25) business days' day's notice thereof, and shall cause its Representatives representa- tives to, negotiate with SUG to make such adjustments in the terms and conditions of this Agreement as would enable PVY PNT to proceed with the transactions contemplated herein on such adjusted terms; provided, further, that if PVY PNT and SUG are unable -------- ------- to reach an agreement on such adjustments within two five (25) business days after such notice from PVYPNT, PVY PNT may enter into such definitive agreement, subject to the provisions of Article VIII. (3) PVY PNT shall notify SUG orally and in writing of any such inquiries, offers or proposals (including including, without limitation, the material terms and conditions of any such offer or proposal and the identity of the Person making it), within two one business days day of the receipt thereof, shall use all reasonable efforts to keep SUG informed of the status and revised material terms and conditions details of any such inquiry, offer or proposal and shall give SUG one two (12) day's advance notice of the first delivery of non-public information to such Person. If any such inquiry, offer or proposal is in writing, PVY PNT shall promptly deliver to SUG a copy of such inquiry, offer or proposalpro- posal. (4) For purposes of this Agreement, (i) "Business CombinationCombina- tion" means (other than the transactions contemplated or permitted per- mitted by this Agreement) (A) a merger, consolidation or other business combination, share exchange, sale of a minimum of 2% of the outstanding shares of capital stock, tender offer or exchange offer or similar transaction involving PVY or any of its Subsidiaries, (B) acquisition in any manner, directly or indirectly, of a material interest in any capital stock of, or a material equity interest in a substantial portion of the assets of, PVY or any of its Subsidiaries, including any single or multi-step transaction or series of related transactions that is structured to permit a third party to acquire beneficial ownership of a majority or greater equity interest in PVY or any of its Subsidiaries, or (C) the acquisition in any manner, directly or indirectly, of any material portion of the business or assets (other than inventory in the Ordinary Course of Business) of PVY or any of its Subsidiaries and (ii) "Superior Proposal" means a proposed Business Combination involving at least 50% of the shares of capital stock or a material portion of the assets of PVY that PVY's Board of Directors determines, after consulting with PVY's financial advisors and outside counsel, is financially superior to the transactions contemplated hereby and it appears that the party making the proposal is reasonably likely to have the funds necessary to consummate the Business Combination.)

No Shopping. (1) PVY Subject to the qualification and provisions of Section 6.1(h)(2) below, ONSS will immediately cease and cause to be terminated any existing solicitation, initiation, encouragement, activity, discussion or negotiations with any parties conducted heretofore by ONSS or any of its representatives with respect to any Business Combination. (2) ONSS shall not, and shall not authorize or permit any of its (or any of its Subsidiaries') officers, directors, agents, financial advisors, attorneys, accountants or other Representatives to, directly or indirectly, solicit, initiate or encourage submission of proposals or offers from any Person relating to, or that could reasonably be expected to lead to, a Business Combination or participate in any negotiations or substantive discussions 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 a Business Combination; providedPROVIDED, howeverHOWEVER, that, prior to that until the PVY Shareholderslater of the ONSS Stockholders' Approval, PVY the USXX Stockholders' Approval, the date upon which USXX satisfies the condition to ONSS' obligation to close that is set forth in Section 7.2(l) hereof, and such other date upon which USXX (which shall have no obligation but may do so in its sole discretion) waives in writing its condition of Closing set forth in Section 7.1(n), ONSS may, in response to an unsolicited written proposal from a third party with respect to a Business Combination that PVY's Combination, (i) furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party if ONSS' Board of Directors determines, in its good faith judgment, after consultation with and the receipt of the advice of its financial advisor and its outside counsel counsel, in each case with customary qualifications, is that the failure to take any of such actions could result in a Superior Proposalbreach of fiduciary duty by ONSS' Board of Directors under applicable law, (iii) furnish information toin connection with any Business Combination proposal, take and negotiatedisclose to ONSS' stockholders a position in favor of such proposal or not in favor of the transactions contemplated hereby in connection therewith, explore or otherwise engage in substantive discussions with such third party, only if PVY's ONSS' Board of Directors determines, in its good faith judgment judgment, after consultation with and the receipt of the advice of its financial advisors advisor and its outside legal counsel, in each case with customary qualifications, that it such Business Combination is reasonably necessary a Superior Proposal and that the failure to do any of the foregoing actions could result in order to comply with its a breach of the fiduciary duties of ONSS' Board of Directors under applicable law and (iiiii) take and disclose to PVY's shareholders a position with respect to another Business Combination proposal, or amend or withdraw such position, pursuant to Rule 14d-9 and 14e-2 under the Exchange Act, or make such disclosure to PVY's shareholders ONSS' stockholders which in the good faith judgment of PVY's ONSS' Board of DirectorsDirectors is required by applicable law, based on the advice of its outside counsel, is required by applicable law. Prior to furnishing any non-public information to, entering into negotiations with or accepting a Superior Proposal from such third party, PVY ONSS will (i) provide written notice to SUG USXX to the effect that it is furnishing information to or entering into discussions or negotiations with such third party and (ii) receive from such third party an executed confidentiality agreement containing substantially the same customary terms and conditions as the Confidentiality Agreement. PVY will immediately cease and cause to be terminated any existing solicitation, initiation, encouragement, activity, discussion or negotiations with any parties conducted heretofore by PVY or any for transactions of its representatives with respect to any Business Combinationsuch nature. (23) Except as expressly permitted by this Section 6.1(h), neither the PVY ONSS Board of Directors nor any committee thereof may, (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to SUGUSXX, the approval or recommendation by such Board of Directors or such committee of the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, a Business Combination or (iii) cause PVY ONSS to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Business Combination. Notwithstanding the foregoing, prior until the later of the ONSS Stockholders' Approval, the USXX Stockholders' Approval, the date upon which USXX satisfies the condition to the time at ONSS' obligation to close that is set forth in Section 7.2(l) hereof, and such other date upon which the PVY Shareholders' Approval has been obtainedUSXX (which shall have no obligation but may do so in its sole discretion) waives in writing its condition of Closing set forth in Section 7.1(n), in response to an unsolicited Business Combination proposal from a third party, if PVY's ONSS' Board of Directors determines, in its good faith judgment, after consultation with and the receipt of the advice of its financial advisor and outside counsel with customary qualifications, that such proposal is a Superior Proposal and that failure to do any of the actions set forth in clauses (i), (ii) or (iii) above would create a reasonable possibility of could result in a breach of the fiduciary duties of PVY's ONSS' Board of Directors under applicable law, PVY's ONSS' Board of Directors may (i) withdraw or modify its approval or recommendation of the Merger or this Agreement, approve or recommend a Business Combination or cause PVY ONSS to enter into a Business Combination or an agreement related to a Business Combination and, and (ii) subject to PVY ONSS having paid to SUG USXX the fees described in Section 8.3(a) hereof and having entered into a definitive agreement with respect to such Business Combination proposal, terminate this Agreement; providedPROVIDED, howeverHOWEVER, that prior to entering into a definitive agreement with respect to a Business Combination proposal, PVY ONSS shall give SUG USXX at least two five (25) business days' day's notice thereofthereof (which notice shall include a copy of the proposed definitive agreement), and shall cause its Representatives to, negotiate with SUG USXX to make such adjustments in the terms and conditions of this Agreement as would enable PVY ONSS to proceed with the transactions contemplated herein on such adjusted terms; providedPROVIDED, furtherFURTHER, that if PVY ONSS and SUG USXX are unable to reach an agreement on such adjustments within two five (25) business days after such notice from PVYONSS, PVY ONSS may enter into such definitive agreement, subject to the provisions of Article VIII. (34) PVY ONSS shall notify SUG USXX orally and in writing of any such inquiries, offers or proposals (including including, without limitation, the material terms and conditions of any such offer or proposal and the identity of the Person making it), ) within two one (1) business days day of the receipt thereof, and, subject to the terms and conditions of any confidentiality agreement entered into by ONSS in accordance with Section 6.1(h)(2), shall use all commercially reasonable efforts to keep SUG USXX informed of the status and revised material terms and conditions details of any such inquiry, offer or proposal and shall give SUG USXX one (1) day's business day advance notice of the first delivery of non-public information to such Person. If any such inquiry, offer or proposal is in writing, PVY shall promptly deliver to SUG a copy of such inquiry, offer or proposal. (45) For purposes of this Agreement, (i) "Business Combination" means (other than the transactions contemplated or permitted by this Agreement) (A) a merger, consolidation or other business combination, share exchange, sale issuance of a minimum of 2% of the outstanding shares of capital stock, tender offer or exchange offer offer, or similar transaction involving PVY or any of its SubsidiariesONSS, (B) acquisition in any manner, directly or indirectly, of a material majority interest in any the capital stock of, or a material an equity interest in a substantial material portion of the assets of, PVY or any of its SubsidiariesONSS, including any single or multi-step transaction or series of related transactions that is structured to permit a third party to acquire beneficial ownership of a majority or greater equity interest in PVY or any of its SubsidiariesONSS, or (C) the acquisition in any manner, directly or indirectly, of any material portion of the business or assets (other than immaterial or insubstantial assets or inventory in the Ordinary Course of Business) of PVY or any of its Subsidiaries ONSS and (ii) "Superior Proposal" means a proposed Business Combination involving at least 50% of the shares of capital stock or a material portion of the assets of PVY that PVY's ONSS' Board of Directors determines, after consulting with PVY's ONSS' financial advisors and outside counsel, is financially superior (taking into account the financial terms of the proposed Business Combination and all other factors that the ONSS Board of Directors determines in good faith to be relevant) to the transactions contemplated hereby and it appears that the party making the proposal is reasonably likely to have the funds necessary be able to consummate the Business Combination, including funding therefor.

No Shopping. (1) PVY FAL shall not, and shall not authorize or permit any of its (or any of its Subsidiaries') officers, directors, agents, financial advisors, attorneys, accountants or other Representatives to, directly or indirectly, solicit, initiate or encourage submission of proposals or offers from any Person relating to, or that could reasonably be expected to lead to, a Business Combination or participate in any negotiations or substantive discussions 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 a Business Combination; provided, however, that, prior to the PVY ShareholdersFAL Stockholders' Approval, PVY FAL may, in response to an unsolicited written proposal from a third party with respect to a Business Combination that PVYFAL's Board of Directors determines, in its good faith judgment, after consultation with and the receipt of the advice of its financial advisor and outside counsel with customary qualifications, is a Superior Proposal, (i) furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, only if PVYFAL's Board of Directors determines, in its good faith judgment after consultation with its financial advisors and outside legal counsel, that it is reasonably necessary in order to comply with its fiduciary duties under applicable law and (ii) take and disclose to PVYFAL's shareholders stockholders a position with respect to another Business Combination proposal, or amend or withdraw such position, pursuant to Rule 14d-9 and 14e-2 under the Exchange Act, or make such disclosure to PVYFAL's shareholders stockholders which in the good faith judgment of PVYFAL's Board of DirectorsDirectors is required by applicable law, based on the advice of its outside counsel, is required by applicable law. Prior to furnishing any non-public information to, entering into negotiations with or accepting a Superior Proposal from such third party, PVY FAL will (i) provide written notice to SUG to the effect that it is furnishing information to or entering into discussions or negotiations with such third party and (ii) receive from such third party an executed confidentiality agreement containing substantially the same terms and conditions as the Confidentiality Agreement. PVY FAL will immediately cease and cause to be terminated any existing solicitation, initiation, encouragement, activity, discussion or negotiations with any parties conducted heretofore by PVY FAL or any of its representatives with respect to any Business Combination. (2) Except as expressly permitted by this Section 6.1(h), neither the PVY FAL Board of Directors nor any committee thereof may, (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to SUG, the approval or recommendation by such Board of Directors or such committee of the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, a Business Combination or (iii) cause PVY FAL to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Business Combination. Notwithstanding the foregoing, prior to the time at which the PVY ShareholdersFAL Stockholders' Approval has been obtained, in response to an unsolicited Business Combination proposal from a third party, if PVYFAL's Board of Directors determines, in its good faith judgment, after consultation with and the receipt of the advice of its financial advisor and outside counsel with customary qualifications, that such proposal is a Superior Proposal and that failure to do any of the actions set forth in clauses (i), (ii) or (iii) above would create a reasonable possibility of a breach of the fiduciary duties of PVYFAL's Board of Directors under applicable law, PVYFAL's Board of Directors may (i) withdraw or modify its approval or recommendation of the Merger or this Agreement, approve or recommend a Business Combination or cause PVY FAL to enter into a Business Combination or an agreement related and (ii) negotiate with a third party with respect to a such Business Combination proposal and, subject to PVY FAL having paid to SUG the fees described in Section 8.3(a) hereof and having entered into a definitive agreement with respect to such Business Combination proposal, terminate this Agreement; provided, however, that prior to entering into a definitive agreement with respect to a Business Combination proposal, PVY FAL shall give SUG at least two five (25) business days' day's notice thereof, and shall cause its Representatives to, negotiate with SUG to make such adjustments in the terms and conditions of this Agreement as would enable PVY FAL to proceed with the transactions contemplated herein on such adjusted terms; provided, further, that if PVY FAL and SUG are unable to reach an agreement on such adjustments within two five (25) business days after such notice from PVYFAL, PVY FAL may enter into such definitive agreement, subject to the provisions of Article VIII. (3) PVY FAL shall notify SUG orally and in writing of any such inquiries, offers or proposals (including including, without limitation, the material terms and conditions of any such offer or proposal and the identity of the Person making it), within two one business days day of the receipt thereof, shall use all reasonable efforts to keep SUG informed of the status and revised material terms and conditions details of any such inquiry, offer or proposal and shall give SUG one two (12) day's days advance notice of the first delivery of non-public information to such Person. If any such inquiry, offer or proposal is in writing, PVY FAL shall promptly deliver to SUG a copy of such inquiry, offer or proposal. (4) For purposes of this Agreement, (i) "Business Combination" means (other than the transactions contemplated or permitted by this Agreement) (A) a merger, consolidation or other business combination, share exchange, sale of a minimum of 2% of the outstanding shares of capital stock, tender offer or exchange offer or similar transaction involving PVY FAL or any of its Subsidiaries, (B) acquisition in any manner, directly or indirectly, of a material interest in any capital stock of, or a material equity interest in a substantial portion of the assets of, PVY FAL or any of its Subsidiaries, including any single or multi-step transaction or series of related transactions that is structured to permit a third party to acquire beneficial ownership of a majority or greater equity interest in PVY FAL or any of its Subsidiaries, or (C) the acquisition in any manner, directly or indirectly, of any material portion of the business or assets (other than immaterial or insubstantial assets or inventory in the Ordinary Course of Business) of PVY FAL or any of its Subsidiaries and (ii) "Superior Proposal" means a proposed Business Combination involving at least 50% of the shares of capital stock or a material portion of the assets of PVY FAL that PVYFAL's Board of Directors determines, after consulting with PVYFAL's financial advisors and outside counsel, is financially superior to the transactions contemplated hereby and it appears that the party making the proposal is reasonably likely to have the funds necessary to consummate the Business Combination.

No Shopping. (1) PVY FAL shall not, and shall not authorize or permit any of its (or any of its Subsidiaries') officers, directors, agents, financial advisors, attorneys, accountants or other Representatives to, directly or indirectly, solicit, initiate or encourage submission submis- sion of proposals or offers from any Person relating to, or that could reasonably be expected to lead to, a Business Combination or participate in any negotiations nego- tiations or substantive discussions 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 a Business Busi- ness Combination; provided, however, that, prior to -------- ------- the PVY ShareholdersFAL Stockholders' Approval, PVY FAL may, in response to an unsolicited written proposal from a third party with respect to a Business Combination that PVYFAL's Board of Directors determines, in its good faith judgment, after consultation with and the receipt of the advice of its financial advisor and outside counsel with customary qualifications, is a Superior Proposal, (i) furnish information to, and negotiate, explore or otherwise engage in substantive substan- tive discussions with such third party, only if PVYFAL's Board of Directors determines, in its good faith judgment after consultation with its financial advisors and outside legal counsel, that it is reasonably rea- sonably necessary in order to comply with its fiduciary duties under applicable law and (ii) take and disclose to PVYFAL's shareholders stockholders a position with respect to another Business Combination proposal, or amend or withdraw such position, pursuant to Rule 14d-9 and 14e-2 under the Exchange Act, or make such disclosure to PVYFAL's shareholders stockholders which in the good faith judgment of PVYFAL's Board of DirectorsDirectors is required by applicable law, based on the advice of its outside counsel, is required by applicable law. Prior to furnishing any non-non- public information to, entering into negotiations with or accepting a Superior Proposal from such third party, PVY FAL will (i) provide written notice to SUG to the effect that it is furnishing information to or entering into discussions or negotiations with such third party and (ii) receive from such third party an executed confidentiality agreement containing con- taining substantially the same terms and conditions as the Confidentiality Agreement. PVY FAL will immediately immedi- ately cease and cause to be terminated any existing solicitation, initiation, encouragement, activity, discussion or negotiations with any parties conducted con- ducted heretofore by PVY FAL or any of its representatives representa- tives with respect to any Business Combination. (2) Except as expressly permitted by this Section 6.1(h), neither the PVY FAL Board of Directors nor any committee thereof may, (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to SUG, the approval or recommendation by such Board of Directors or such committee of the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, a Business Busi- ness Combination or (iii) cause PVY FAL to enter into any letter of intent, agreement in principle, acquisition acqui- sition agreement or other similar agreement related to any Business Combination. Notwithstanding the foregoing, prior to the time at which the PVY ShareholdersFAL Stock- holders' Approval has been obtained, in response to an unsolicited Business Combination proposal from a third party, if PVYFAL's Board of Directors determines, in its good faith judgment, after consultation with and the receipt of the advice of its financial advisor ad- visor and outside counsel with customary qualificationsqualifica- tions, that such proposal is a Superior Proposal and that failure to do any of the actions set forth in clauses (i), (ii) or (iii) above would create a reasonable possibility of a breach of the fiduciary duties of PVYFAL's Board of Directors under applicable law, PVYFAL's Board of Directors may (i) withdraw or modify its approval or recommendation of the Merger or this Agreement, approve or recommend a Business Combination or cause PVY FAL to enter into a Business Combination or an agreement related and (ii) negotiate with a third party with respect to a such Business Combination proposal and, subject to PVY FAL having paid to SUG the fees described in Section 8.3(a) hereof and having entered into a definitive agreement with respect to such Business Combination proposal, terminate this Agreement; provided, however, that prior to entering -------- ------- into a definitive agreement with respect to a Business Busi- ness Combination proposal, PVY FAL shall give SUG at least two five (25) business days' day's notice thereof, and shall cause its Representatives to, negotiate with SUG to make such adjustments in the terms and conditions of this Agreement as would enable PVY FAL to proceed with the transactions contemplated herein on such adjusted terms; provided, further, that if PVY FAL and SUG are -------- ------- unable to reach an agreement on such adjustments within two five (25) business days after such notice from PVYFAL, PVY FAL may enter into such definitive agreement, subject to the provisions of Article VIII. (3) PVY FAL shall notify SUG orally and in writing of any such inquiries, offers or proposals (including including, without limitation, the material terms and conditions condi- tions of any such offer or proposal and the identity of the Person making it), within two one business days day of the receipt thereof, shall use all reasonable efforts to keep SUG informed of the status and revised material terms and conditions details of any such inquiry, offer or proposal and shall give SUG one two (12) day's days advance notice of the first delivery of non-public information to such Person. If any such inquiry, offer or proposal is in writing, PVY FAL shall promptly deliver to SUG a copy of such inquiry, offer or proposal. (4) For purposes of this Agreement, (i) "Business CombinationCombi- nation" means (other than the transactions contemplated contem- plated or permitted by this Agreement) (A) a merger, consolidation or other business combination, share exchange, sale of a minimum of 2% of the outstanding shares of capital stock, tender offer or exchange offer or similar transaction involving PVY or any of its Subsidiaries, (B) acquisition in any manner, directly or indirectly, of a material interest in any capital stock of, or a material equity interest in a substantial portion of the assets of, PVY or any of its Subsidiaries, including any single or multi-step transaction or series of related transactions that is structured to permit a third party to acquire beneficial ownership of a majority or greater equity interest in PVY or any of its Subsidiaries, or (C) the acquisition in any manner, directly or indirectly, of any material portion of the business or assets (other than inventory in the Ordinary Course of Business) of PVY or any of its Subsidiaries and (ii) "Superior Proposal" means a proposed Business Combination involving at least 50% of the shares of capital stock or a material portion of the assets of PVY that PVY's Board of Directors determines, after consulting with PVY's financial advisors and outside counsel, is financially superior to the transactions contemplated hereby and it appears that the party making the proposal is reasonably likely to have the funds necessary to consummate the Business Combination.)