Common use of No Solicitation by Company Clause in Contracts

No Solicitation by Company. 5.3.1 Except as specifically permitted by this Section 5.3, Company shall not and shall cause each of the Company Subsidiaries and their Representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, directly or indirectly, (a) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal, or (b) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person material non-public information in connection with any Company Takeover Proposal, or otherwise cooperate with or assist or participate in, or encourage or knowingly facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover Proposal. Company shall, and shall cause each of the Company Subsidiaries and each of its and the Company Subsidiaries' Representatives to (i) immediately upon execution of this Plan of Merger, cease any solicitation, encouragement, discussions or negotiations with any Person that may be ongoing with respect to a Company Takeover Proposal as of the date of this Plan of Merger, (ii) request promptly thereafter that such Person promptly return or destroy all confidential information concerning Company and the Company Subsidiaries delivered or made available to such Person or its Representatives by Company, the Company Subsidiaries or any Representatives thereof, in connection with its consideration of a Company Takeover Proposal and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted to any such Person or its Representatives. 5.3.2 Notwithstanding anything to the contrary contained herein, if at any time prior to obtaining the Company Shareholder Approval, Company or any of its Representatives receives a Company Takeover Proposal from any Person or group of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company Superior Proposal (i) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, of the availability of, any written material non-public information that is provided to any such Person or group of Persons or their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its Subsidiaries, or any of their respective Representatives, and the identity of the Person making the Company Takeover Proposal, and (B) a written summary of the material terms of any such Company Takeover Proposal not made in writing. For the purposes of this Plan of Merger, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Company than those contained in the Confidentiality Agreement.

No Solicitation by Company. 5.3.1 Except as specifically permitted by this Section 5.3, (a) The Company shall not and shall cause each of the Company its Subsidiaries not to, and shall use and cause its Subsidiaries to use their reasonable best efforts to cause their respective Representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, directly or indirectly, (ai) solicit, initiate, endorse, or knowingly encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiries regardinginquiry, proposal or offer with respect to, or the making of or completion of, any Company Acquisition Proposal, or any inquiry, proposal or offer that constitutes, or could is reasonably be expected likely to lead to, a to any Company Takeover Acquisition Proposal, or (bii) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person material person any non-public information in connection or data with respect to, any Company Takeover Acquisition Proposal, (iii) approve or recommend any Company Acquisition Proposal, or otherwise cooperate with (iv) approve or assist or participate inrecommend, or encourage propose publicly to approve or knowingly facilitate recommend, or execute or enter into, any such inquiries, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover ProposalAlternative Acquisition Agreement. The Company shall, and shall cause each its Subsidiaries and the Representatives of the Company and its Subsidiaries and each of its and the Company Subsidiaries' Representatives to to, (iA) immediately upon execution of this Plan of Merger, cease any solicitation, encouragement, and cause to be terminated all existing discussions or negotiations with any Person that may be ongoing person conducted heretofore with respect to any Company Acquisition Proposal, and (B) not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement to which the Company, any of its Subsidiaries or any of their respective Representatives is a Company Takeover Proposal as party, and shall enforce the provisions of any such agreement. Notwithstanding the foregoing, if at any time following the date of this Plan Agreement and prior to obtaining the approval of Mergerthis Agreement by its shareholders, (1) the Company receives an unsolicited written Company Acquisition Proposal that the Company Board believes in good faith to be bona fide, (2) such Company Acquisition Proposal was not the result of a material violation of this Section 7.3(a), (3) the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) that such Company Acquisition Proposal constitutes or is reasonably likely to lead to a Company Superior Proposal and (4) the Company Board determines in good faith (after consultation with outside counsel) that the failure to take the actions referred to in clause (x) or (y) would be reasonably likely to violate its fiduciary duties under applicable Law, then the Company may (and may authorize its Subsidiaries and Representatives to) (x) furnish non-public information with respect to the Company and any of its Subsidiaries to the person making such Company Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing terms substantially similar to, and no less favorable to Company than, those set forth in the confidentiality agreement by and between Parent and Sandler O’Xxxxx, dated as of April 3, 2015; provided, that any non-public information provided to any person given such access shall have previously been provided to Parent or shall be provided to Parent prior to or concurrently with the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such Company Acquisition Proposal (and such person’s Representatives) regarding such Company Acquisition Proposal; provided, however, that in the event that the Company has received an unsolicited Company Acquisition Proposal following the date of this Agreement and prior to approval by the Company’s shareholders of this Agreement, which Company Acquisition Proposal the Company Board believes in good faith to be bona fide but the terms of which require clarification, then the Company Board may, regardless of the conditions set forth in subparts (3) and (4) of this sentence (such conditions not being deemed applicable for purposes of this proviso), request from the person who submitted such Company Acquisition Proposal such additional information as may be reasonably required to clarify such Company Acquisition Proposal and, provided further, that such Company Acquisition Proposal needing clarification was not the result of a material violation of Section 7.3(a) by the Company. (b) Neither the Company Board nor any committee thereof shall (i) (A) withdraw (or modify or qualify in any manner adverse to Parent) or refuse to make the Company Board Recommendation (as defined in Section 7.4), or (B) adopt, approve, recommend, endorse or otherwise declare advisable the adoption of any Company Acquisition Proposal (each such action set forth in this Section 7.3(b)(i) being referred to herein as a “Company Adverse Recommendation Change”), or (ii) request promptly thereafter that such Person promptly return cause or destroy all confidential information concerning Company and permit the Company Subsidiaries delivered or made available to such Person or its Representatives by Company, the Company Subsidiaries or any Representatives thereofof its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in connection with its consideration principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (each, a “Company Alternative Acquisition Agreement”) constituting or related to, or which is intended to or is reasonably likely to lead to, any Company Acquisition Proposal (other than a confidentiality agreement permitted by the terms of a Company Takeover Proposal and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted to any such Person or its Representatives. 5.3.2 Section 7.3(a)). Notwithstanding anything in this Agreement to the contrary contained hereincontrary, if at any time prior to obtaining the approval of this Agreement by its shareholders, the Company Shareholder ApprovalBoard may, if the Company Board determines in good faith (after consultation with outside counsel) that the failure to do so would be reasonably likely to violate its fiduciary duties under applicable Law, taking into account all adjustments to the terms of this Agreement that may be offered by Parent pursuant to this Section 7.3(b), make a Company Adverse Recommendation Change; provided, that Company shall not make any Company Adverse Recommendation Change in response to a Company Acquisition Proposal, unless (A) Company shall not have breached this Section 7.3 in any material respect and (B): (i) the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) that such Company Acquisition Proposal is a Company Superior Proposal and such Company Superior Proposal has been made and has not been withdrawn and continues to be a Company Superior Proposal after taking into account all adjustments to the terms of this Agreement that may be offered by Parent pursuant to this Section 7.3(b); (ii) the Company has given Parent at least two (2) business days’ prior written notice of its intention to take such action (which notice shall specify the material terms and conditions of any such Company Superior Proposal (including the identity of the person making such Company Superior Proposal) and has contemporaneously provided an unredacted copy of the relevant proposed transaction agreements with the person making such Company Superior Proposal); and (iii) prior to effecting such Company Adverse Recommendation Change, the Company has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during such two (2) business day notice period to the extent Parent wishes to negotiate, to enable Parent to revise the terms of this Agreement such that it would cause such Company Superior Proposal to no longer constitute a Company Superior Proposal. In the event of any material change to the terms of such Company Superior Proposal, the Company shall, in each case, be required to deliver to Parent a new written notice, the two (2) business day notice period shall have recommenced and the Company shall be required to comply with its obligations under this Section 7.3 with respect to such new written notice. (c) In addition to the obligations of the Company set forth in Sections 7.3(a) and (b), the Company promptly (and in any event within 48 hours of receipt) shall advise Parent in writing in the event the Company or any of its Subsidiaries or their Representatives receives a Company Takeover Proposal from any Person or group of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company Superior Proposal (i) furnish, pursuant to an Acceptable any Company Confidentiality Agreement, information Acquisition Proposal or (including non-public informationii) with respect to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, of the availability of, any written material request for non-public information (other than requests for information in the ordinary course of business consistent with past practice and unrelated to a Company Acquisition Proposal) or to engage in negotiation that is provided reasonably likely to any such Person lead to or group of Persons or their respective Representativesthat contemplates a Company Acquisition Proposal, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations each case together with the Person or group material terms and conditions of Persons making such Company Takeover Acquisition Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its Subsidiaries, or any of their respective Representatives, request and the identity of the Person person making the any such Company Takeover Proposal, Acquisition Proposal or request. The Company shall keep Parent reasonably well informed (orally and (Bin writing) in all material respects on a written summary timely basis of the status (including after the occurrence of any material terms amendment or modification) of any such Company Takeover Acquisition Proposal or request and shall provide Parent with copies of all material documentation and correspondence related thereto. Without limiting any of the foregoing, the Company shall promptly (and in any event within 48 hours) notify Parent orally and in writing if it or the Company Bank determines to begin providing non-public information or to engage in negotiations concerning a Company Acquisition Proposal pursuant to Sections 7.3(a) or (b) and shall in no event begin providing such information or engaging in such discussions or negotiations prior to providing such notice. (d) Nothing contained in this Section 7.3 shall prohibit the Company from complying with Regulation 14E of the Exchange Act by (i) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act, or taking and disclosing a position contemplated by Rule 14e-2(a) under the Exchange Act after the commencement of a tender offer (within the meaning of Rule 14d-2 under the Exchange Act), (ii) issuing a statement in connection with a Company Acquisition Proposal that does not made involve the commencement of a tender offer (within the meaning of Rule 14d-2 under the Exchange Act), so long as the statement includes no more information than would be required for a “stop, look and listen” communication under Rule 14d-9(f) under the Exchange Act, or (iii) making any disclosure to the shareholders of the Company if, in writing. the good faith judgment of the Company Board (after consultation with outside counsel), failure to so disclose would be reasonably likely to violate its duties under applicable Law; provided, that in no event shall this Section 7.3(d) affect the obligations of the Company specified in Sections 7.3(b) and (c); provided further, that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Section 14d-9(f), under the Exchange Act) shall, if it is tantamount to, or serves a substantially similar purpose as, a Company Adverse Recommendation Change, be deemed to be a Company Adverse Recommendation Change (including for purposes of Section 9.1). (e) For the purposes of this Plan of Merger, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Company than those contained in the Confidentiality Agreement.:

No Solicitation by Company. 5.3.1 Except as specifically permitted by this Section 5.3(a) Subject to Sections 7.4(c), Company shall not 7.4(d) and shall cause each of the Company Subsidiaries and their Representatives not to7.4(e), during the period from the date term of this Plan of Merger until Agreement the earlier of the Effective Time Company agrees that it and the termination of this Plan of Merger in accordance with Article VIIits Subsidiaries will not, and its or its Subsidiaries’ officers, directors, employees, agents or retained representatives (each, a “Company Representative”) will not, directly or indirectly, indirectly (ai) solicit, initiate, encourage initiate or knowingly facilitate (including by way of furnishing non-public information) any inquiries regardingor encourage the making, submission, or the making reaffirmation by any Person (other than Parent and its Subsidiaries) of any inquiry, proposal or offer with respect to, that constitutes, or could would be reasonably be expected likely to lead to, a Company Takeover any Acquisition Proposal, (ii) enter into discussions or negotiations with, or provide access to its properties, books and records or any confidential information or data to, any Person relating to an Acquisition Proposal, or (biii) engage enter into any agreement, understanding, letter of intent or enter intoarrangement with respect to any Acquisition Proposal. The Company shall use its reasonable best efforts to take the necessary steps promptly to inform each Company Representative of the obligations undertaken in this Section 7.4. Subject to Section 7.4(d), continue neither the Company nor the Company Board or otherwise participate in any committee thereof shall recommend to its stockholders any Acquisition Proposal or approve any agreement with respect to an Acquisition Proposal. The Company shall take, and shall cause its Subsidiaries to take, all actions reasonably necessary to cause the Company Representatives to immediately cease any discussions or negotiations regarding, with any party or furnish parties with respect to any other Person material non-public information Acquisition Proposal; provided, however, that nothing in connection with this Section 7.4 shall preclude the Company or any Company Takeover Proposal, or otherwise cooperate with or assist or participate in, or encourage or knowingly facilitate Representative from contacting any such inquiries, proposals, discussions party or negotiations or any effort or attempt to make a parties solely for the purpose of complying with the provisions of the last sentence of this Section 7.4(a). The Company Takeover Proposal. Company shall, shall immediately cease and shall cause each of instruct the Company Subsidiaries and each of its and the Company Subsidiaries' Representatives to (i) immediately upon execution of this Plan of Merger, cease terminate any solicitation, encouragementexisting activities, discussions or negotiations with any Person that may be ongoing Persons conducted heretofore with respect to any Acquisition Proposal and shall promptly request each Person that has heretofore executed a Company Takeover Proposal as confidentiality agreement in connection with its consideration of the date of this Plan of Mergeran Acquisition Proposal, (ii) request promptly thereafter that such Person promptly if any, to return or destroy all confidential information concerning Company and the Company Subsidiaries delivered or made available heretofore furnished to such Person by or on behalf of the Company and its Representatives by Subsidiaries. (b) The Company agrees that it will notify Parent promptly (and in any event within forty-eight (48) hours after the Company’s receipt) of any Acquisition Proposal, including the material terms of the Acquisition Proposal, which the Company, any of the Company Company’s Subsidiaries or any of the Company Representatives thereofreceives after the date hereof, in connection with its consideration and shall keep Parent informed on a prompt basis as to the status of a Company Takeover Proposal and any summariesmaterial developments regarding any such proposal. Neither the Company nor any of its Subsidiaries shall, analyses or extracts thereof or based thereonafter the date of this Agreement, and enter into any files, copies or records containing confidentiality agreement that would prohibit them from providing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted to any such Person or its RepresentativesParent. 5.3.2 (c) Notwithstanding anything to the contrary contained hereinSection 7.4(a), if at any time prior to obtaining the Company Shareholder Approvalacceptance for payment of the Shares pursuant to the Offer, following the receipt by the Company or any of its Representatives receives Subsidiaries of an unsolicited bona fide written Acquisition Proposal, if and only to the extent that prior to such action (i) the Company Board shall have determined in good faith, after consultation with its outside legal and financial advisors, that such action is necessary in order for the Company Board to comply with its fiduciary duties under applicable law and that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal (and in making this determination, the Company Takeover Board, directly or through the Company Representatives, may contact such Person and its advisors solely for the purpose of clarifying the unsolicited written Acquisition Proposal from and any Person material terms thereof and the conditions to and likelihood of consummation, so as to enable the Company Board to determine whether such proposal is, or group of Personsis reasonably likely to lead to, which a Superior Proposal), and (ii) the Company Takeover Proposal did not result from shall have informed Parent promptly following any breach of this Section 5.3such action (and in any event within forty-eight (48) hours after the Company’s receipt), then the Company may (directly or through the Company Representatives) (A) enter into a confidentiality agreement on substantially the same terms as the Confidentiality Agreement, (B) subject to such confidentiality agreement, furnish non-public information with respect to the Company and its Representatives may Subsidiaries to the Person who made such proposal (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal provided that the Company Board of Directors determines in good faith has previously furnished or concurrently furnishes such information to be ambiguous or unclearParent), and (bC) if participate in negotiations regarding such proposal. (d) Notwithstanding Section 7.4(a), if, at any time prior to the acceptance for payment of the Shares pursuant to the Offer, the Company Board of Directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, in response to a bona fide written Acquisition Proposal that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, did not otherwise result from a Company Superior Proposal (i) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect to Company and the Company Subsidiaries to the Person or group breach of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreementfirst or third sentence of Section 7.4(a) promptly make available to Purchaser (through an electronic data room or otherwisea material breach of the terms of the second, fourth or fifth sentence of Section 7.4(a), that such proposal is a Superior Proposal and/or recommending such Superior Proposal to the stockholders of the Company is necessary in order for the Company Board to comply with its fiduciary duties under applicable law, the Company may terminate this Agreement and/or its Board of Directors may approve or recommend such Superior Proposal to its stockholders, and immediately prior to or concurrently provide express with the termination of this Agreement enter into any agreement, understanding, letter of intent or arrangement with respect to such Superior Proposal, as applicable; provided, however, that the Company shall not terminate this Agreement pursuant to this sentence, and any purported termination pursuant to this sentence shall be void and of no force or effect, unless concurrently with such termination pursuant to this Section 7.4(d) the Company pays to Parent the Termination Fee payable pursuant to Section 9.3(a) and provided, further, however, that the Company shall not exercise its right to terminate this Agreement and the Company Board shall not recommend a Superior Proposal to its stockholders pursuant to this Section 7.4(d) unless the Company shall have delivered to Parent a prior written notificationnotice advising Parent that the Company or its Board of Directors intends to take such action with respect to a Superior Proposal, via electronic mail notification specifying in reasonable detail the material terms and conditions of the Superior Proposal, this notice to Purchaser be delivered not less than three (3) Business Days prior to the time the action is taken, and, during this three (3) Business Day period, the Company and its advisors shall negotiate in good faith with Parent to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal. (e) Notwithstanding the foregoing provisions of this Section 7.4 to the contrary, nothing in this Agreement shall prevent the Company or the Company Board, at any time prior to the purchase of the Shares pursuant to the Offer, from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders required to be made by applicable statute, law, rule or regulation in connection with the making or amendment of a tender offer or exchange offer), (ii) making any required disclosure to stockholders with regard to any Acquisition Proposal or (iii) making a Change of Recommendation in accordance with Section 7.4(d). (f) If at any time prior to the applicable expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and Subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the stockholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of Section 9.8, of the availability of, any written material non-public information that is provided to any such Person or group of Persons or their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its Subsidiaries, or any of their respective Representatives, and the identity of the Person making the Company Takeover Proposal, and (B) a written summary of the material terms of any such Company Takeover Proposal not made in writing. For the purposes of this Plan of Merger, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Company than those contained in the Confidentiality Agreementapplicable law.

No Solicitation by Company. 5.3.1 Except as specifically permitted by (a) During the term of this Section 5.3Agreement the Company agrees that it and its Subsidiaries will not, and the Company shall not and shall use its best efforts to cause each the Representatives of the Company and of its Subsidiaries and their Representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, directly or indirectly, (ai) solicit, initiate, encourage or induce, knowingly facilitate (including by way of furnishing non-public information) any inquiries regarding, or encourage the making by any Person (other than Parent and its Subsidiaries) of any proposal Acquisition Proposal or offer Acquisition Inquiry or take any actions that constitutes, or could would reasonably be expected to lead to, a Company Takeover Proposal, or (b) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person material non-public information in connection with any Company Takeover Proposal, Acquisition Proposal or otherwise cooperate with or assist or participate in, or encourage or knowingly facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover Proposal. Company shall, and shall cause each of the Company Subsidiaries and each of its and the Company Subsidiaries' Representatives to Acquisition Inquiry; (iii) immediately upon execution of this Plan of Merger, cease any solicitation, encouragement, enter into discussions or negotiations with any Person that may be ongoing in furtherance of an Acquisition Inquiry or to obtain an Acquisition Proposal; (iii) approve, endorse or recommend any Acquisition Proposal or Acquisition Inquiry; (iv) furnish any nonpublic information regarding the Company or any of its Subsidiaries to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry; or (v) enter into any Contract with respect to a any Acquisition Proposal or Acquisition Inquiry. The Company Takeover Proposal as shall take, and shall cause its Subsidiaries to take, all actions reasonably necessary to cause its Representatives to immediately cease any discussions or negotiations with any party or parties with respect to any Acquisition Proposal; provided, however, that nothing in this Section 6.4 shall preclude the Company or any of its Representatives from contacting any such party or parties solely for the purpose of complying with the provisions of the date last sentence of this Plan Section 6.4(a). The Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of Mergeran Acquisition Proposal, (ii) request promptly thereafter that such Person promptly if any, to return or destroy all confidential information concerning Company and the Company Subsidiaries delivered or made available heretofore furnished to such Person by or on behalf of the Company and its Representatives by Subsidiaries. (b) The Company agrees that it will notify Parent promptly (and in any event within twenty-four (24) hours after the Company’s receipt) of any Acquisition Proposal or Acquisition Inquiry, including the material terms of the Acquisition Proposal or Acquisition Inquiry, which the Company, any of the Company Company’s Subsidiaries or any of the Company’s or its Subsidiaries’ Representatives thereofreceives after the date hereof, in connection with its consideration and shall keep Parent informed on a prompt basis as to the status of a Company Takeover Proposal and any summariesmaterial developments regarding any such proposal or inquiry. Neither the Company nor any of its Subsidiaries shall, analyses or extracts thereof or based thereonafter the date of this Agreement, and enter into any files, copies or records containing confidentiality agreement that would prohibit them from providing such information in to Parent. The Company agrees not to release or permit the release of any computer Person from, or electronic mediato waive or permit the waiver of any provision of, and (iii) immediately upon execution of this Plan of Mergerany confidentiality, terminate all physical and electronic data room access previously granted non-solicitation, no hire or similar Contract to any such Person or its Representatives. 5.3.2 Notwithstanding anything to which the contrary contained herein, if at any time prior to obtaining the Company Shareholder Approval, Company or any of its Representatives receives Subsidiaries is a Company Takeover Proposal from party or under which any Person or group of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company Superior Proposal (i) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, of the availability of, any written material non-public information that is provided to any such Person or group of Persons or their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its Subsidiaries, or Subsidiaries has any of their respective Representativesrights, and will cause each such agreement to be enforced to the identity of the Person making the Company Takeover Proposal, and (B) a written summary of the material terms of any such Company Takeover Proposal not made in writing. For the purposes of this Plan of Merger, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Company than those contained in the Confidentiality Agreementextent requested by Parent.

No Solicitation by Company. 5.3.1 Except as specifically permitted by From the date of this Section 5.3Agreement until the Effective Time, or, if earlier, the termination and abandonment of this Agreement in accordance with Article VIII, Company and its Subsidiaries shall not not, and Company shall instruct and use its reasonable best efforts to cause each of the Company Subsidiaries its and their its Subsidiaries’ Representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, directly or indirectlyindirectly (i) initiate, (a) solicit, initiatefacilitate, encourage support, seek, induce or knowingly facilitate encourage (including by way of furnishing non-public information) ), or take any inquiries regardingaction to solicit, initiate, facilitate, support, seek, induce or knowingly encourage any inquiries, announcements or communications relating to, or the making or submission of any proposal or offer that constitutes, constitutes or could would reasonably be expected to lead to, to a Company Takeover ProposalAlternative Proposal from any Persons, or (bii) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person material non-public information in connection with any Company Takeover Proposal, or otherwise cooperate with or assist or participate in, maintain or encourage or knowingly facilitate continue any such inquiries, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover Proposal. Company shall, and shall cause each of the Company Subsidiaries and each of its and the Company Subsidiaries' Representatives to (i) immediately upon execution of this Plan of Merger, cease any solicitation, encouragement, discussions or negotiations with any Person that may be ongoing Persons with respect to Company or its Subsidiaries in connection with a Company Takeover Alternative Proposal as of (other than, solely in response to an unsolicited inquiry, to refer the date of inquiring person to this Plan of MergerSection 6.5 and to limit its conversation or other communication exclusively to such referral), (iiiii) furnish to any Person any information with respect to, or take any other action intended or reasonably expected to facilitate the making of any inquiry or proposal to Company that constitutes, or would reasonably expected to lead to, any Company Alternative Proposal by any Person, or (iv) accept any Company Alternative Proposal or enter into any agreement, arrangement or understanding (whether written or oral) providing for the consummation of any transaction contemplated by any Company Alternative Proposal or otherwise relating to any Company Alternative Proposal. Company shall promptly request promptly thereafter that such any Person and its Representatives promptly return or destroy all confidential information concerning Company and the Company its Subsidiaries delivered theretofore furnished thereto by or made available to such Person or its Representatives by Company, the Company Subsidiaries or any Representatives thereof, in connection with its consideration on behalf of a Company Takeover Proposal and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted to any such Person or its Representatives. 5.3.2 Notwithstanding anything to the contrary contained herein, if at any time prior to obtaining the Company Shareholder Approval, Company or any of its Representatives receives a Company Takeover Proposal from any Person Subsidiaries, and destroy all analyses and other materials prepared by or group on behalf of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person that contain, reflect or group of Persons and their Representatives to request that analyze such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines information, in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company Superior Proposal (i) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser each case in accordance with the applicable provisions confidentiality agreement between Company and such Person. In addition, from the date of Section 9.8this Agreement until the Effective Time, or, if earlier, the termination and abandonment of this Agreement in accordance with Article VIII, neither the Company Board nor any committee thereof shall (A) grant any waiver, amendment or release under any Takeover Law or release under any confidentiality, standstill or similar agreement (or terminate or fail to enforce such agreement), (B) submit any Company Alternative Proposal or any matter related thereto to the vote of the availability ofCompany Members, or (C) accept, authorize, cause or permit Company or any of its Subsidiaries to enter into any arrangement or understanding (whether written material non-public information that is provided or oral), letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement providing for the consummation of any transaction contemplated by any Company Alternative Proposal or otherwise relating to any such Person Company Alternative Proposal. Neither Company Board nor any committee thereof shall (i) change, qualify, withhold, withdraw or group modify, or authorize or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to Parent, Company Board’s approval of Persons or their respective Representativesthis Agreement, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage take any formal action or make any recommendation or public statement in connection with a tender offer or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its Subsidiariesexchange offer, or any of their respective Representatives(iii) adopt, and the identity of the Person making the Company Takeover Proposalapprove or recommend, and (B) a written summary of the material terms of any such Company Takeover Proposal not made in writing. For the purposes of this Plan of Mergeror publicly propose to adopt, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable approve or recommend, to Company than those contained in the Confidentiality AgreementMembers a Company Alternative Proposal.

No Solicitation by Company. 5.3.1 Except as specifically permitted by this Section 5.3, Company shall not and shall cause each of the Company Subsidiaries and their Representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, directly or indirectly, (a) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal, or (b) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person material non-public information in connection with any Company Takeover Proposal, or otherwise cooperate with or assist or participate in, or encourage or knowingly facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover Proposal. Company shall, and shall cause each of the Company Subsidiaries and each of its and the Company Subsidiaries' ’ Representatives to (i) immediately upon execution of this Plan of Merger, cease any solicitation, encouragement, discussions or negotiations with any Person that may be ongoing with respect to a Company Takeover Proposal as of the date of this Plan of Merger, (ii) request promptly thereafter that such Person promptly return or destroy all confidential information concerning Company and the Company Subsidiaries delivered or made available to such Person or its Representatives by Company, the Company Subsidiaries or any Representatives thereof, in connection with its consideration of a Company Takeover Proposal and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted to any such Person or its Representatives. 5.3.2 Notwithstanding anything to the contrary contained herein, if at any time prior to obtaining the Company Shareholder Approval, Company or any of its Representatives receives a Company Takeover Proposal from any Person or group of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company Superior Proposal (i) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, of the availability of, any written material non-public information that is provided to any such Person or group of Persons or their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its Subsidiaries, or any of their respective Representatives, and the identity of the Person making the Company Takeover Proposal, and (B) a written summary of the material terms of any such Company Takeover Proposal not made in writing. For the purposes of this Plan of Merger, "“Acceptable Company Confidentiality Agreement" ” means any confidentiality agreement that contains terms that are no less favorable to Company than those contained in the Confidentiality Agreement.

No Solicitation by Company. 5.3.1 Except as specifically permitted by this Section 5.3, Company shall not and shall cause each of the Company its Subsidiaries and their Representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VIISection 7.1, directly or indirectly, (a) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal, or (b) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person material non-public information in connection with any Company Takeover Proposal, or otherwise cooperate with or assist or participate in, or encourage or knowingly facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover Proposal. Company shall, and shall cause each of the Company Subsidiaries and each of its and the Company Subsidiaries' ’ Representatives to (i) immediately upon execution of this Plan of Merger, cease any solicitation, encouragement, discussions or negotiations with any Person that may be ongoing with respect to a Company Takeover Proposal as of the date of this Plan of Merger, (ii) request promptly thereafter that such Person promptly return or destroy all confidential information concerning Company and the Company Subsidiaries delivered or made available to such Person or its Representatives by Company, the Company Subsidiaries or any Representatives thereof, in connection with its consideration of a Company Takeover Proposal and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room dataroom access previously granted to any such Person or its Representatives. 5.3.2 Notwithstanding anything to the contrary contained herein, if at any time prior to obtaining the Company Shareholder Approval, Company or any of its Representatives receives a Company Takeover Proposal from any Person or group of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person or group Group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company Superior Proposal Proposal, and that failure to take such action would more likely than not to result in a breach of the Company Board of Directors’ fiduciary duties (i) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room dataroom or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, of the availability of, any written material non-public information that is provided to any such Person or group of Persons or their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal and their respective Representatives; provided, provided further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its the Company Subsidiaries, or any of their respective Representatives, and the identity of the Person making the Company Takeover Proposal, and (B) a written summary of the material terms of any such Company Takeover Proposal not made in writing. For the purposes of this Plan of Merger, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Company than those contained in the Confidentiality Agreement.

No Solicitation by Company. 5.3.1 Except as specifically permitted by (a) Subject to Sections 7.5(c) and 7.5(d), during the term of this Section 5.3Agreement the Company agrees that it and its Subsidiaries shall not, and the Company shall not use its reasonable best efforts to cause its Representatives and shall cause each of the Company Subsidiaries and their its Subsidiaries’ Representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, directly or indirectly, indirectly (ai) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiries regarding, or encourage the making by any Person (other than Parent and its Subsidiaries) of any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (ii) initiate or enter into any discussions or negotiations with any Person concerning an Acquisition Proposal, including by furnishing any non-public information to any Person in connection with an Acquisition Proposal or (iii) enter into any agreement, understanding or arrangement with respect to any Acquisition Proposal, or enter into any agreement, understanding or arrangement that would require the Company to abandon, terminate or fail to consummate the Transactions. The Company shall, and shall cause its Subsidiaries and its and their Representatives to, immediately cease and cause to be terminated, any communications, discussions or negotiations with any party or parties with respect to any Acquisition Proposal being discussed prior to the date hereof; provided, however, that nothing in this Section 7.5 shall preclude the Company or any of its Representatives from contacting any such party or parties solely for the purpose of complying with the provisions of the next sentence of this Section 7.5(a). The Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal, if any, to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company and its Subsidiaries. (b) The Company agrees that it will notify Parent promptly (and in any event within two (2) Business Days after the Company’s receipt) of any proposal or inquiry received after the date hereof by the Company or any of its Subsidiaries (including through any of the Representatives of the Company) that constitutes an Acquisition Proposal, including a copy of (or if oral, a written statement setting forth in reasonable detail the Company’s understanding of the material terms of) any such proposal or inquiry (including the identity of the Person from which it was received). The Company shall (i) keep Parent informed on a prompt basis as to the status of and any material developments regarding any such proposal or inquiry (including any negotiations or discussions with respect thereto), as well as any material modification or amendment thereto, (ii) promptly following receipt or delivery thereof, provide Parent with copies of all drafts and versions of agreements (including schedules and exhibits) relating thereto exchanged between the Company, the Subsidiaries of the Company or any of the Representatives of the Company and any such third party or their respective Representatives and (iii) promptly make available to Parent any non-public information concerning the Company or any of its Subsidiaries furnished to any Person in connection therewith that has not previously been made available to Parent in a substantially similar form, subject to applicable Law. Neither the Company nor any of its Subsidiaries shall, after the date of this Agreement, enter into any confidentiality agreement with a Person making, or indicating an interest in making, an Acquisition Proposal that would prohibit them from providing any of the foregoing information to Parent. (c) Notwithstanding Section 7.5(a) and Section 7.5(b) or any other provision of this Agreement to the contrary, at any time prior to the earlier to occur of the Acceptance Time and the receipt of the Company Stockholder Approval, following the receipt after the date hereof by the Company or any of its Subsidiaries of a bona fide written Acquisition Proposal, which proposal was not solicited and did not otherwise result from a breach of this Section 7.5, the Company Board may (directly or through the Company’s Representatives) furnish information to (for which only compliance with clauses (i) and (iii) below shall be required), or enter into negotiations with, any Person that has made such unsolicited Acquisition Proposal if, and only to the extent that: (i) such Acquisition Proposal constitutes a Superior Proposal or the Company Board determines in good faith after consultation with its outside legal and financial advisors that such Acquisition Proposal is, or could reasonably be expected to lead to, a Company Takeover Superior Proposal, (ii) after consultation with its outside legal counsel, the Company Board determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (iii) prior to furnishing such information, the Company receives from such Person an executed confidentiality agreement on terms similar to and no less favorable to the Company in the aggregate than those contained in the Confidentiality Agreement (provided, such confidentiality agreement shall not prohibit the Company from complying with its obligations under this Agreement, including Section 7.5(b)). (d) Notwithstanding the foregoing or (b) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person material nonprovision of this Agreement to the contrary, nothing in this Agreement shall prevent the Company or the Company Board from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) under the Exchange Act or making any “stop-public information look-and-listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communication to stockholders required to be made by applicable Law in connection with the making or amendment of a tender offer or exchange offer) or (ii) making any Company Takeover Proposaldisclosure to the Company’s stockholders if, or otherwise cooperate with or assist or participate in, or encourage or knowingly facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover Proposal. Company shall, and shall cause each in the good faith judgment of the Company Subsidiaries Board, after consultation with outside legal counsel, failure to make such disclosure would be inconsistent with applicable Law; provided, however, that compliance with such rules and each Laws will not in any way modify the effect that any such action has if such disclosure constitutes a Change of its Recommendation. (e) Except as otherwise permitted by this Section 7.5(e) and the Company Subsidiaries' Representatives to (i) immediately upon execution of this Plan of MergerSection 7.5(f), cease any solicitation, encouragement, discussions or negotiations with any Person that may be ongoing with respect to a Company Takeover Proposal as of from the date of this Plan Agreement until the earlier to occur of Mergerthe Acceptance Time and the receipt of the Company Stockholder Approval, or the earlier termination of this Agreement in accordance with its terms, neither the Company Board nor any committee thereof shall (i) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any Acquisition Proposal, (ii) request promptly thereafter that such Person promptly return withhold, withdraw, amend, qualify or destroy all confidential information concerning Company and the Company Subsidiaries delivered modify in a manner adverse to Parent or made available Merger Sub, or publicly propose to such Person withhold, withdraw, amend, qualify or its Representatives by Companymodify in a manner adverse to Parent or Merger Sub, the Company Subsidiaries Board Recommendation or any Representatives thereofapproval or recommendation by any such committee regarding this Agreement, in connection with its consideration of a Company Takeover Proposal and any summariesthe Offer, analyses the Merger or extracts thereof or based thereonthe other Transactions, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted fail to include the Company Board Recommendation in the Schedule 14D-9 or the Proxy Statement (any such Person action or its Representatives. 5.3.2 failure described in clauses (i) through (iii) above being referred to herein as a “Change of Recommendation”) or (iv) cause, permit or authorize the Company to enter into any letter of intent, agreement in principle, acquisition agreement, merger agreement or similar agreement in respect of an Acquisition Proposal (other than a confidentiality agreement in accordance with Section 7.5(c)(iii)). Notwithstanding anything to the contrary contained hereinforegoing, if at any time prior to obtaining the earlier to occur of the Acceptance Time and the receipt of the Company Shareholder Stockholder Approval, the Company Board may, in response to a development or any of its Representatives receives a Company Takeover Proposal from any Person change in circumstances occurring or group of Persons, which Company Takeover Proposal did not result from any breach arising after the date of this Section 5.3Agreement that was neither known to the Company Board nor reasonably foreseeable as of or prior to the date hereof (and not relating to any Acquisition Proposal) (such development or change in circumstances, then an “Intervening Event”), make a Change of Recommendation if the Company Board has concluded in good faith, after consultation with, and taking into account the advice of, its Representatives may (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition outside legal counsel, that, in light of such Intervening Event, the failure of the Company Takeover Proposal Board to effect such a Change of Recommendation would be inconsistent with its fiduciary duties under applicable Law (such Change of Recommendation in response to an Intervening Event, an “Intervening Event Change of Recommendation”); provided, however, that the Company shall not be entitled to exercise its right to make an Intervening Event Change of Recommendation pursuant to this sentence unless the Company has (A) given Parent at least three (3) Business Days’ prior notice advising Parent that the Company Board intends to take such action and specifying the reasons therefor in reasonable detail and (B) taken into account, in determining whether to make an Intervening Event Change of Directors Recommendation, any changes to the terms of this Agreement proposed by Parent and any other information provided by Parent in response to such notice during such three (3) Business Day period. (f) Notwithstanding anything in this Section 7.5 to the contrary, at any time prior to the earlier to occur of the Acceptance Time and the receipt of the Company Stockholder Approval, the Company Board (or any duly constituted committee of the Company Board) may, in response to a Superior Proposal, (i) effect a Change of Recommendation with respect to such Superior Proposal (a “Superior Proposal Change of Recommendation”) or (ii) cause the Company to terminate this Agreement pursuant to Section 9.1(f) and concurrently with such termination enter into a definitive agreement providing for the transactions contemplated by such Superior Proposal; provided, however, that the Company shall not effect a Superior Proposal Change of Recommendation or terminate this Agreement pursuant to Section 9.1(f), and any purported Superior Proposal Change of Recommendation or termination pursuant to Section 9.1(f) shall be void and of no force or effect, unless (A) the Company shall have complied in all material respects with the provisions of this Section 7.5, including the notification provisions in this Section 7.5(f), and, with respect to a termination pursuant to Section 9.1(f), with all applicable requirements of Sections 9.1(f) and 9.3(a)(v) (including the payment of the Termination Fee prior to such termination) in connection with such Superior Proposal and (B) after consultation with, and taking into account the advice of, its outside legal counsel, the Company Board determines in good faith that the failure to take such action would be ambiguous inconsistent with its fiduciary duties under applicable Law; and provided further, however, that the Company Board (or unclearany duly constituted committee of the Company Board) or the Company shall not exercise its right to effect a Superior Proposal Change of Recommendation or terminate this Agreement pursuant to Section 9.1(f): (1) until after the third (3rd) Business Day following actual receipt by Parent of notice from the Company advising Parent that the Company has received a Superior Proposal (the “Notice Period”), specifying the material terms and conditions of the Superior Proposal and attaching the most current versions of the definitive agreement, all exhibits and other attachments thereto and all agreements (such as stockholder agreements) ancillary thereto to effect such Superior Proposal, and identifying the Person making such Superior Proposal (a “Notice of Superior Proposal”) and stating that the Company Board intends to effect any Superior Proposal Change of Recommendation or to cause the Company to exercise its right to terminate this Agreement pursuant to Section 9.1(f) (it being understood and agreed that, prior to any Superior Proposal Change of Recommendation or any termination pursuant to Section 9.1(f) taking effect, any amendment to the price or any other material term of a Superior Proposal (such amended Superior Proposal, a “Modified Superior Proposal”) shall require a new Notice of Superior Proposal and a new Notice Period (equal to the greater of one (1) Business Day and the remaining time under the previous Notice Period) with respect to such Modified Superior Proposal), during which Notice Period the Company will and will cause its Representatives to negotiate in good faith with Parent so that Parent may propose an adjustment to this Agreement or any terms hereof for the purpose of causing the Acquisition Proposal to no longer be a Superior Proposal, and (b2) if unless following the end of the current Notice Period, the Company Board of Directors determines (or any duly constituted committee thereof) concludes in good faith, after consultation with its independent financial advisors and the Company’s outside legal counselcounsel and after taking into consideration any changes to this Agreement and the Transactions proposed by Parent in response to the Notice of Superior Proposal, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company the Superior Proposal (i) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect which the Notice of Superior Proposal relates continues to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, of the availability of, any written material non-public information that is provided to any such Person or group of Persons or their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) be a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its Subsidiaries, or any of their respective Representatives, and the identity of the Person making the Company Takeover Superior Proposal, and (B) a written summary of the material terms of any such Company Takeover Proposal not made in writing. For the purposes avoidance of this Plan of Mergerdoubt, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Company than those contained there may be multiple Notice Period extensions in the Confidentiality Agreementevent of multiple Modified Superior Proposals.

No Solicitation by Company. 5.3.1 Except as specifically permitted by this Section 5.3, Company shall not and shall cause each of the Company its Subsidiaries and their Representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VIISection 7.1, directly or indirectly, (a) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal, or (b) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person material non-public information in connection with any Company Takeover Proposal, or otherwise cooperate with or assist or participate in, or encourage or knowingly facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover Proposal. Company shall, and shall cause each of the Company Subsidiaries and each of its and the Company Subsidiaries' ’ Representatives to (i) immediately upon execution of this Plan of Merger, cease any solicitation, encouragement, discussions or negotiations with any Person that may be ongoing with respect to a Company Takeover Proposal as of the date of this Plan of Merger, (ii) request promptly thereafter that such Person promptly return or destroy all confidential information concerning Company and the Company Subsidiaries delivered or made available to such Person or its Representatives by Company, the Company Subsidiaries or any Representatives thereof, in connection with its consideration of a Company Takeover Proposal and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room dataroom access previously granted to any such Person or its Representatives. 5.3.2 Notwithstanding anything to the contrary contained herein, if at any time prior to obtaining the Company Shareholder Approval, Company or any of its Representatives receives a Company Takeover Proposal from any Person or group of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person or group Group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company Superior Proposal Proposal, and that failure to take such action would more likely than not to result in a breach of the Company Board of Directors’ fiduciary duties (i) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room dataroom or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, of the availability of, any written material non-public information that is provided to any such Person or group of Persons or their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal and their respective Representatives; provided, provided further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its the Company Subsidiaries, or any of their respective Representatives, and the identity of the Person making the Company Takeover Proposal, and (B) a written summary of the material terms of any such Company Takeover Proposal not made in writing. For the purposes of this Plan of Merger, "“Acceptable Company Confidentiality Agreement" ” means any confidentiality agreement that contains terms that are no less favorable to Company than those contained in the Confidentiality Agreement.

No Solicitation by Company. 5.3.1 Except as specifically permitted by this Section 5.3, (a) The Company shall not and shall cause each of the Company its Subsidiaries not to, and shall use and cause its Subsidiaries to use their reasonable best efforts to cause their respective Representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, directly or indirectly, (ai) solicit, initiate, endorse, or knowingly encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiries regardinginquiry, proposal or offer with respect to, or the making of or completion of, any Company Acquisition Proposal, or any inquiry, proposal or offer that constitutes, or could is reasonably be expected likely to lead to, a to any Company Takeover Acquisition Proposal, or (bii) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person material person any non-public information in connection or data with respect to, any Company Takeover Acquisition Proposal, (iii) approve or recommend any Company Acquisition Proposal, or otherwise cooperate with (iv) approve or assist or participate inrecommend, or encourage propose publicly to approve or knowingly facilitate recommend, or execute or enter into, any such inquiries, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover ProposalAlternative Acquisition Agreement. The Company shall, and shall cause each its Subsidiaries and the Representatives of the Company and its Subsidiaries and each of its and the Company Subsidiaries' Representatives to to, (iA) immediately upon execution of this Plan of Merger, cease any solicitation, encouragement, and cause to be terminated all existing discussions or negotiations with any Person that may be ongoing person conducted heretofore with respect to any Company Acquisition Proposal, and (B) not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement to which the Company, any of its Subsidiaries or any of their respective Representatives is a Company Takeover Proposal as party, and shall enforce the provisions of any such agreement. Notwithstanding the foregoing, if at any time following the date of this Plan Agreement and prior to obtaining the approval of Mergerthis Agreement by its shareholders, (1) the Company receives an unsolicited written Company Acquisition Proposal that the Company Board believes in good faith to be bona fide, (2) such Company Acquisition Proposal was not the result of a material violation of this Section 7.3(a), (3) the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) that such Company Acquisition Proposal constitutes or is reasonably likely to lead to a Company Superior Proposal and (4) the Company Board determines in good faith (after consultation with outside counsel) that the failure to take the actions referred to in clause (x) or (y) would be reasonably likely to violate its fiduciary duties under applicable Law, then the Company may (and may authorize its Subsidiaries and Representatives to) (x) furnish non-public information with respect to the Company and any of its Subsidiaries to the person making such Company Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing terms substantially similar to, and no less favorable to Company than, those set forth in the confidentiality agreement by and between Parent and Sandler X’Xxxxx, dated as of April 3, 2015; provided, that any non-public information provided to any person given such access shall have previously been provided to Parent or shall be provided to Parent prior to or concurrently with the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such Company Acquisition Proposal (and such person’s Representatives) regarding such Company Acquisition Proposal; provided, however, that in the event that the Company has received an unsolicited Company Acquisition Proposal following the date of this Agreement and prior to approval by the Company’s shareholders of this Agreement, which Company Acquisition Proposal the Company Board believes in good faith to be bona fide but the terms of which require clarification, then the Company Board may, regardless of the conditions set forth in subparts (3) and (4) of this sentence (such conditions not being deemed applicable for purposes of this proviso), request from the person who submitted such Company Acquisition Proposal such additional information as may be reasonably required to clarify such Company Acquisition Proposal and, provided further, that such Company Acquisition Proposal needing clarification was not the result of a material violation of Section 7.3(a) by the Company. (b) Neither the Company Board nor any committee thereof shall (i) (A) withdraw (or modify or qualify in any manner adverse to Parent) or refuse to make the Company Board Recommendation (as defined in Section 7.4), or (B) adopt, approve, recommend, endorse or otherwise declare advisable the adoption of any Company Acquisition Proposal (each such action set forth in this Section 7.3(b)(i) being referred to herein as a “Company Adverse Recommendation Change”), or (ii) request promptly thereafter that such Person promptly return cause or destroy all confidential information concerning Company and permit the Company Subsidiaries delivered or made available to such Person or its Representatives by Company, the Company Subsidiaries or any Representatives thereofof its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in connection with its consideration principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (each, a “Company Alternative Acquisition Agreement”) constituting or related to, or which is intended to or is reasonably likely to lead to, any Company Acquisition Proposal (other than a confidentiality agreement permitted by the terms of a Company Takeover Proposal and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted to any such Person or its Representatives. 5.3.2 Section 7.3(a)). Notwithstanding anything in this Agreement to the contrary contained hereincontrary, if at any time prior to obtaining the approval of this Agreement by its shareholders, the Company Shareholder ApprovalBoard may, if the Company Board determines in good faith (after consultation with outside counsel) that the failure to do so would be reasonably likely to violate its fiduciary duties under applicable Law, taking into account all adjustments to the terms of this Agreement that may be offered by Parent pursuant to this Section 7.3(b), make a Company Adverse Recommendation Change; provided, that Company shall not make any Company Adverse Recommendation Change in response to a Company Acquisition Proposal, unless (A) Company shall not have breached this Section 7.3 in any material respect and (B): (i) the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) that such Company Acquisition Proposal is a Company Superior Proposal and such Company Superior Proposal has been made and has not been withdrawn and continues to be a Company Superior Proposal after taking into account all adjustments to the terms of this Agreement that may be offered by Parent pursuant to this Section 7.3(b); (ii) the Company has given Parent at least two (2) business days’ prior written notice of its intention to take such action (which notice shall specify the material terms and conditions of any such Company Superior Proposal (including the identity of the person making such Company Superior Proposal) and has contemporaneously provided an unredacted copy of the relevant proposed transaction agreements with the person making such Company Superior Proposal); and (iii) prior to effecting such Company Adverse Recommendation Change, the Company has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during such two (2) business day notice period to the extent Parent wishes to negotiate, to enable Parent to revise the terms of this Agreement such that it would cause such Company Superior Proposal to no longer constitute a Company Superior Proposal. In the event of any material change to the terms of such Company Superior Proposal, the Company shall, in each case, be required to deliver to Parent a new written notice, the two (2) business day notice period shall have recommenced and the Company shall be required to comply with its obligations under this Section 7.3 with respect to such new written notice. (c) In addition to the obligations of the Company set forth in Sections 7.3(a) and (b), the Company promptly (and in any event within 48 hours of receipt) shall advise Parent in writing in the event the Company or any of its Subsidiaries or their Representatives receives a Company Takeover Proposal from any Person or group of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company Superior Proposal (i) furnish, pursuant to an Acceptable any Company Confidentiality Agreement, information Acquisition Proposal or (including non-public informationii) with respect to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, of the availability of, any written material request for non-public information (other than requests for information in the ordinary course of business consistent with past practice and unrelated to a Company Acquisition Proposal) or to engage in negotiation that is provided reasonably likely to any such Person lead to or group of Persons or their respective Representativesthat contemplates a Company Acquisition Proposal, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations each case together with the Person or group material terms and conditions of Persons making such Company Takeover Acquisition Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its Subsidiaries, or any of their respective Representatives, request and the identity of the Person person making the any such Company Takeover Proposal, Acquisition Proposal or request. The Company shall keep Parent reasonably well informed (orally and (Bin writing) in all material respects on a written summary timely basis of the status (including after the occurrence of any material terms amendment or modification) of any such Company Takeover Acquisition Proposal or request and shall provide Parent with copies of all material documentation and correspondence related thereto. Without limiting any of the foregoing, the Company shall promptly (and in any event within 48 hours) notify Parent orally and in writing if it or the Company Bank determines to begin providing non-public information or to engage in negotiations concerning a Company Acquisition Proposal pursuant to Sections 7.3(a) or (b) and shall in no event begin providing such information or engaging in such discussions or negotiations prior to providing such notice. (d) Nothing contained in this Section 7.3 shall prohibit the Company from complying with Regulation 14E of the Exchange Act by (i) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act, or taking and disclosing a position contemplated by Rule 14e-2(a) under the Exchange Act after the commencement of a tender offer (within the meaning of Rule 14d-2 under the Exchange Act), (ii) issuing a statement in connection with a Company Acquisition Proposal that does not made involve the commencement of a tender offer (within the meaning of Rule 14d-2 under the Exchange Act), so long as the statement includes no more information than would be required for a “stop, look and listen” communication under Rule 14d-9(f) under the Exchange Act, or (iii) making any disclosure to the shareholders of the Company if, in writing. the good faith judgment of the Company Board (after consultation with outside counsel), failure to so disclose would be reasonably likely to violate its duties under applicable Law; provided, that in no event shall this Section 7.3(d) affect the obligations of the Company specified in Sections 7.3(b) and (c); provided further, that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Section 14d-9(f), under the Exchange Act) shall, if it is tantamount to, or serves a substantially similar purpose as, a Company Adverse Recommendation Change, be deemed to be a Company Adverse Recommendation Change (including for purposes of Section 9.1). (e) For the purposes of this Plan of Merger, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Company than those contained in the Confidentiality Agreement.:

No Solicitation by Company. 5.3.1 Except as specifically permitted by this Section 5.3, Company shall not and shall cause each of the Company Subsidiaries and their Representatives not to, during the period from (a) From the date of this Plan of Merger Agreement until the earlier of the Effective Time and the valid termination of this Plan of Merger Agreement, except as otherwise set forth in accordance with Article VIIthis Section 6.2, Company shall not, and shall cause its Subsidiaries and its directors and executive officers not to, and shall direct its external advisors not to, directly or indirectly, (ai) solicit, initiate, encourage participate in, knowingly facilitate, knowingly assist or knowingly facilitate (including by way of furnishing non-public information) encourage any inquiries regarding, or the making of or submission of, any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Takeover Acquisition Proposal, or (bii) engage or (A) enter into, continue or otherwise participate in any discussions or negotiations regarding, in respect of any Acquisition Proposal or (B) furnish to any other Person material non-public Third Party any information in connection with any Company Takeover Acquisition Proposal, (iii) enter into or otherwise cooperate with adopt any letter of intent, heads of terms, memorandum of understanding or assist or participate insimilar document, agreement, commitment, or encourage agreement in principle (whether written or knowingly facilitate oral, binding or nonbinding) with respect to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement), (iv) recommend or approve or publicly propose to recommend, adopt or approve any Acquisition Proposal, (v) withdraw, or qualify, amend or modify in a manner adverse to Purchaser (or publicly propose to withdraw, or qualify, amend or modify in a manner adverse to Purchaser), the Company Board Recommendation, or resolve or agree to take any such inquiriesaction, proposalsincluding requesting that the Court does not sanction the Scheme of Arrangement, discussions or negotiations or any effort or attempt (vi) fail to include the Company Board Recommendation in the Scheme Circular, (vii) fail to publicly reaffirm the Company Board Recommendation within 10 Business Days after Purchaser so requests in writing (provided that (x) Purchaser may only make a such request once per Acquisition Proposal and once if no Acquisition Proposal has been publicly disclosed and (y) Company Takeover Proposal. Company shallshall not be required to do so to the extent it will contravene Applicable Law, and shall cause each including the fiduciary duties of the Company Subsidiaries and each of its and the Company Subsidiaries' Representatives Board) or (viii) resolve or agree to (i) immediately upon execution of this Plan of Merger, cease do any solicitation, encouragement, discussions or negotiations with any Person that may be ongoing with respect to a Company Takeover Proposal as of the date foregoing (any of this Plan of Mergerthe foregoing clauses (iv)-(vii) or clause (viii) (to the extent relating to clauses (iv)-(vii), (ii) request promptly thereafter that such Person promptly return or destroy all confidential information concerning a “Company and the Company Subsidiaries delivered or made available to such Person or its Representatives by CompanyAdverse Recommendation Change”)); provided, the Company Subsidiaries or any Representatives thereofthat, in connection with its consideration of a Company Takeover Proposal and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted to any such Person or its Representatives. 5.3.2 Notwithstanding anything to the contrary contained herein, if at any time prior to obtaining the Company Shareholder Approvalin this Agreement notwithstanding, Company or any of its Representatives receives may, in response to an Acquisition Proposal or any inquiry, indication of interest, proposal, offer or request from a Company Takeover Proposal from any Person Third Party (1) seek to clarify the terms and conditions of such Acquisition Proposal, inquiry, indication of interest, proposal, offer or group request (including by requesting that an oral communication be made in writing), (2) inform such Third Party or its Representative of Persons, which Company Takeover Proposal did not result from any breach the restrictions imposed by the provisions of this Section 5.36.2 or (3) grant waivers, then Company and its Representatives may amendments or releases under any standstill restriction in effect on the date hereof to the extent necessary to allow such Third Party to make a confidential Acquisition Proposal, in the case of this clause (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguous or unclear3), and (b) if the Company Board of Directors determines in good faith, after consultation with its independent financial advisors advisor and outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under Applicable Law. Company shall, and shall cause its Subsidiaries to, and shall direct its and its Subsidiaries’ Representatives to, (x) promptly cease any and all existing discussions or negotiations, if any, with any Third Party ongoing as of the date of this Agreement with respect to any Acquisition Proposal and (y) promptly instruct any such Third Party in possession of confidential information about Company or any of its Subsidiaries that was furnished by or on behalf of Company in connection with such discussions or negotiations for such Third Parties and its Representatives to return or destroy all such information promptly after the date hereof in accordance with the relevant confidentiality agreement between Company and such Third Party. (b) The foregoing notwithstanding, if at any time prior to receipt of the Company Shareholder Approval (the “Company Approval Time”), the Company Board receives a bona fide written Acquisition Proposal made after the date of this Agreement that has not resulted from a Willful Breach of Section 6.2(a), the Company Board, directly or indirectly through its Representatives, may, if the Company Board (or any committee thereof) determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Company Takeover Acquisition Proposal constitutes, is or is would reasonably be expected to lead to, to a Company Superior Proposal and that the failure to take such action would be inconsistent with its fiduciary duties under Applicable Law, (iA) furnish, engage in negotiations or discussions with such Third Party and its Representatives and financing sources and (B) furnish to such Third Party and its Representatives and financing sources information relating to Company or any of its Subsidiaries pursuant to an Acceptable Company Confidentiality Agreement; provided, that all such information (including to the extent that such information is material and non-public informationand has not been previously provided or made available to Purchaser) is provided or made available to Purchaser, as the case may be, substantially concurrently with respect the time it is provided or made available to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Third Party. An “Acceptable Confidentiality Agreement” means a confidentiality agreement (1) promptly make available that (I) does not contain any provision that would prevent Company from complying with its obligation to provide disclosure to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification pursuant to Purchaser in accordance with the applicable provisions of this Section 9.8, of the availability of, any written material non-public information that is provided to any such Person or group of Persons or their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, 6.2 and (iiII) engage contains provisions that, in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal and their respective Representatives; providedeach case, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its Subsidiaries, or any of their respective Representatives, and the identity of the Person making the Company Takeover Proposal, and (B) a written summary of the material terms of any such Company Takeover Proposal are not made in writing. For the purposes of this Plan of Merger, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no materially less favorable to Company than those contained in the Confidentiality Agreement (provided that no such confidentiality agreement shall be required to contain any standstill or similar provisions) or (2) that is in effect as of the date of this Agreement.

No Solicitation by Company. 5.3.1 Except as specifically permitted by From and after the date of this Section 5.3Agreement until the Effective Time (or, if earlier, the termination and abandonment of this Agreement in accordance with Article VIII), Company and its Subsidiaries shall not not, and Company shall instruct and use its reasonable best efforts to cause each of the Company Subsidiaries its and their its Subsidiaries’ Representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, directly or indirectlyindirectly (i) initiate, (a) solicit, initiate, encourage knowingly facilitate or knowingly facilitate encourage (including by way of furnishing non-public information) any inquiries regardinginquiries, announcements or communications relating to, or the making or submission of any proposal or offer that constitutes, constitutes or could would reasonably be expected to lead to, a Company Takeover ProposalAlternative Proposal from any Persons, or (bii) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person material non-public information in connection with any Company Takeover Proposal, or otherwise cooperate with or assist or participate in, maintain or encourage or knowingly facilitate continue any such inquiries, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover Proposal. Company shall, and shall cause each of the Company Subsidiaries and each of its and the Company Subsidiaries' Representatives to (i) immediately upon execution of this Plan of Merger, cease any solicitation, encouragement, discussions or negotiations with any Person that may be ongoing Persons with respect to Company or its Subsidiaries in connection with a Company Takeover Alternative Proposal as (other than, solely in response to an unsolicited inquiry, to refer the inquiring person to this Section 6.5 and to limit its conversation or other communication exclusively to such referral), (iii) furnish to any Person any non-public information with respect to, or take any other action intended or reasonably expected to facilitate the making of any inquiry or proposal to Company that constitutes, or would reasonably expected to lead to, any Company Alternative Proposal by any Person, or (iv) accept any Company Alternative Proposal or enter into any agreement, arrangement or understanding (whether written or oral) providing for the consummation of any transaction contemplated by any Company Alternative Proposal or otherwise relating to any Company Alternative Proposal. Within five (5) Business Days following the date of this Plan of Mergerhereof, Company shall request that any Person (iiother than Parent) request promptly thereafter that such Person and its Representatives promptly return or destroy all confidential information concerning Company and the Company its Subsidiaries delivered theretofore furnished thereto by or made available to such Person or its Representatives by Company, the Company Subsidiaries or any Representatives thereof, in connection with its consideration on behalf of a Company Takeover Proposal and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted to any such Person or its Representatives. 5.3.2 Notwithstanding anything to the contrary contained herein, if at any time prior to obtaining the Company Shareholder Approval, Company or any of its Representatives receives Subsidiaries in connection with a Company Takeover Proposal from any Person Alternative Proposal, and destroy all analyses and other materials prepared by or group on behalf of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person that contain, reflect or group of Persons and their Representatives to request that analyze such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines information, in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company Superior Proposal (i) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser each case in accordance with the applicable provisions confidentiality agreement between Company and such Person. In addition, from the date of Section 9.8this Agreement until the Effective Time, of the availability of, any written material non-public information that is provided to any such Person or group of Persons or their respective Representativesor, if such information was not previously provided to Purchaser or its Representativesearlier, the termination and (ii) engage abandonment of this Agreement in or otherwise participate in discussions or negotiations accordance with Article VIII, neither the Person or group of Persons making such Company Takeover Proposal and their respective Representatives; provided, further that Company Board nor any committee thereof shall promptly provide to Purchaser (A) a copy of grant any waiver, amendment or release under any Takeover Law or release under any confidentiality, standstill or similar agreement (or terminate or fail to enforce such agreement), (B) submit any Company Takeover Alternative Proposal made in writing by or any such Person matter related thereto to a vote of the Company Stockholders, or group of Persons to Company(C) accept, authorize, cause or permit Company or any of its SubsidiariesSubsidiaries to enter into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any of their respective Representatives, and other similar agreement providing for the identity of the Person making the Company Takeover Proposal, and (B) a written summary of the material terms consummation of any such transaction contemplated by any Company Takeover Alternative Proposal not made in writing. For the purposes of this Plan of Merger, "Acceptable or otherwise relating to any Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Company than those contained in the Confidentiality AgreementAlternative Proposal.

No Solicitation by Company. 5.3.1 Except as specifically permitted by this Section 5.3, Company shall not and shall cause each of the Company its Subsidiaries and their Representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, directly or indirectly, (a) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal, or (b) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person material non-public information in connection with any Company Takeover Proposal, or otherwise cooperate with or assist or participate in, or encourage or knowingly facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover Proposal. Company shall, and shall cause each of the Company Subsidiaries and each of its and the Company Subsidiaries' ’ Representatives to (i) immediately upon execution of this Plan of Merger, cease any solicitation, encouragement, discussions or negotiations with any Person that may be ongoing with respect to a Company Takeover Proposal as of the date of this Plan of Merger, (ii) request promptly thereafter that such Person promptly return or destroy all confidential information concerning Company and the Company Subsidiaries delivered or made available to such Person or its Representatives by Company, the Company Subsidiaries or any Representatives thereof, in connection with its consideration of a Company Takeover Proposal and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted to any such Person or its Representatives. 5.3.2 Notwithstanding anything to the contrary contained herein, if at any time prior to obtaining the Company Shareholder Approval, Company or any of its Representatives receives a Company Takeover Proposal from any Person or group of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company Superior Proposal Proposal, (i) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, of the availability of, any written material non-public information that is provided to any such Person or group of Persons or their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its the Company Subsidiaries, or any of their respective Representatives, and the identity of the Person making the Company Takeover Proposal, and (B) a written summary of the material terms of any such Company Takeover Proposal not made in writing. For the purposes of this Plan of Merger, "“Acceptable Company Confidentiality Agreement" ” means any confidentiality agreement that contains terms that are no less favorable to Company than those contained in the Confidentiality Agreement.

No Solicitation by Company. 5.3.1 (a) The Company and its Subsidiaries shall immediately cease, and Company and its Subsidiaries shall use their reasonable best efforts to cause each of their respective representatives to, immediately cease any discussions or negotiations with any parties conducted prior to the date hereof with respect to an Acquisition Proposal. Except as specifically permitted by this Section 5.35.09, after the execution and delivery of this Agreement, Company and its directors, officers and Subsidiaries shall not not, and shall use its reasonable best efforts to cause each of the Company Subsidiaries its and their Representatives its Subsidiaries’ representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, directly or indirectly, (ai) solicit, initiate, encourage initiate or knowingly facilitate (including by way of furnishing non-public information) encourage any inquiries regardinginquiry with respect to, or the making of of, any proposal or offer that constitutes, constitutes or could reasonably be expected to lead to an Acquisition Proposal, (ii) participate in any negotiations regarding an Acquisition Proposal with, or furnish any nonpublic information relating to a Acquisition Proposal to, a Company Takeover any Person that has made or, to the Knowledge of Company, is considering making an Acquisition Proposal, or (iii) engage in discussions regarding an Acquisition Proposal with any Person that has made, or, to Company’s Knowledge, is A-30 considering making, an Acquisition Proposal, except to notify such Person of the existence of the provisions of this Section 5.09. (b) Notwithstanding Section 5.09(a), prior to the time, but not after, the Requisite Company Shareholder Approval is obtained, if Company receives a written and unsolicited Acquisition Proposal that the Board of Directors of Company reasonably believes to be credible, which the Board of Directors of Company determines in good faith (after consultation with its financial advisors and outside counsel) is or could reasonably be expected to result in a Superior Proposal, Company may take the following actions: (1) furnish nonpublic information to the Person making such Acquisition Proposal, but only if (A) prior to so furnishing such information, Company has entered into a customary confidentiality agreement with such Person, and (B) all such information has previously been provided to Buyer or is provided to Buyer prior to or contemporaneously with the time it is provided to the Person making such Acquisition Proposal or such Person’s representatives, and (2) engage or enter into, continue or otherwise participate in any discussions or negotiations regardingwith such Person with respect to the Acquisition Proposal. Company promptly (and in any event within 48 hours) shall advise Buyer orally and in writing of the receipt of (i) any proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal and the material terms of such proposal (including the identity of the party making such proposal and, if applicable, copies of any documents or furnish to correspondence evidencing such proposal), and (ii) any other Person material request for non-public information relating to Company or any of its Subsidiaries other than requests for information not reasonably expected to be related to an Acquisition Proposal. Company shall, thereafter, keep Buyer reasonably informed on a reasonably current basis of the status of any such Acquisition Proposal (including any material change to the terms thereof). (c) Except as provided in Section 5.09(d), Board of Directors of Company shall not (i) withhold, withdraw or modify (or publicly propose to withhold, withdraw or modify), in a manner adverse to Buyer, its recommendation referred to in Section 5.04, or (ii) approve or recommend (or publicly propose to approve or recommend ) any Acquisition Proposal (it being understood that Company’s Board of Directors may take no position with respect to an Acquisition Proposal that takes the form of a tender offer until the close of business as of the tenth Business Day after the commencement of such tender offer pursuant to Rule 14d-2 under the Exchange Act without such action being considered an adverse modification). Company shall not, and its Board of Directors shall not allow Company to, and Company shall not allow any of Company’s Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (except for customary confidentiality agreements permitted under Section 5.09(b)) relating to any Acquisition Proposal. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors of Company may, prior to but not after the time the Requisite Company Shareholder Approval is obtained, (i) make a Change in its recommendation referred to in Section 5.04 and/or (ii) terminate this Agreement pursuant to Section 7.01, in each case of clauses (i) or (ii), if the Board of Directors of Company has determined in good faith, after consulting with its outside counsel, that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law; provided that the Board of Directors may not take any such action in connection with any Company Takeover an Acquisition Proposal unless (1) such Acquisition Proposal constitutes a Superior Proposal, (2) prior to terminating this Agreement pursuant to Section 7.01(g)(iii), Company provides prior written notice to Buyer at least three Business Days in advance (the “Notice Period”) of its intention to take such action, which notice shall specify all material terms and conditions of such Superior Proposal (including the identity of the party making such Superior Proposal and copies of any documents or otherwise cooperate with or assist or participate incorrespondence evidencing such Superior Proposal), or encourage or knowingly facilitate and any such inquiriesmaterial modifications to any of the foregoing, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover Proposal. (3) during the Notice Period Company shall, and shall cause each its financial advisors and outside counsel to, negotiate with Buyer in good faith should Buyer propose to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute (in the good faith judgment of Company’s Board of Directors) a Superior Proposal and (4) such Acquisition Proposal continues to constitute (in the good faith judgment of Company’s Board of Directors) a Superior Proposal after taking into account any such amendments that Buyer shall have agreed to make prior to the end of the Notice Period. (e) Nothing contained in this Section 5.09 shall prohibit Company Subsidiaries and each of its and the Company Subsidiaries' Representatives to from (i) immediately upon execution of this Plan of Mergercomplying with its disclosure obligations under U.S. federal or state law with regard to an Acquisition Proposal, cease any solicitationincluding Rule 14a-9, encouragement, discussions 14d-9 A-31 or negotiations with any Person that may be ongoing with respect to a Company Takeover Proposal as of 14e-2 promulgated under the date of this Plan of MergerExchange Act, (ii) request promptly thereafter that such Person promptly return or destroy all confidential information concerning Company and the Company Subsidiaries delivered or made available making any disclosure to such Person or its Representatives by Company, the Company Subsidiaries or any Representatives thereof, in connection with its consideration of a Company Takeover Proposal and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted to any such Person or its Representatives. 5.3.2 Notwithstanding anything to the contrary contained herein, if at any time prior to obtaining the Company Shareholder Approval, Company or any of its Representatives receives a Company Takeover Proposal from any Person or group of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faith’s shareholders if, after consultation with its independent financial advisors and outside legal counsel, Company determines that such Company Takeover Proposal constitutes, disclosure would be required under applicable Law or is reasonably expected to lead to, a Company Superior Proposal (iiii) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect to Company and the Company Subsidiaries to the informing any Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, existence of the availability of, any written material non-public information that is provided to any such Person or group of Persons or their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its Subsidiaries, or any of their respective Representatives, and the identity of the Person making the Company Takeover Proposal, and (B) a written summary of the material terms of any such Company Takeover Proposal not made in writing. For the purposes of this Plan of Merger, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Company than those provisions contained in the Confidentiality Agreementthis Section 5.09.

No Solicitation by Company. 5.3.1 (a) The Company and its Subsidiaries shall immediately cease, and Company and its Subsidiaries shall use their commercially reasonable efforts to cause each of their respective representatives to immediately cease, any discussions or negotiations with any parties conducted prior to the date hereof with respect to an Acquisition Proposal. Except as specifically permitted by this Section 5.35.09, after the execution and delivery of this Agreement, Company and its directors, executive officers and Subsidiaries shall not not, and Company shall use commercially reasonable efforts to cause each of the Company Subsidiaries its and their Representatives its Subsidiaries’ representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, directly or indirectly, (ai) solicit, initiate, encourage initiate or knowingly facilitate (including by way of furnishing non-public information) encourage any inquiries regardinginquiry with respect to, or the making of of, any proposal or offer that constitutes, constitutes or could reasonably be expected to lead to an Acquisition Proposal, (ii) participate in any negotiations regarding an Acquisition Proposal with, or furnish any nonpublic information relating to a Acquisition Proposal to, a Company Takeover any Person that has made or, to the Knowledge of Company, is considering making an Acquisition Proposal, or (iii) engage in discussions regarding an Acquisition Proposal with any Person that has made, or, to Company’s Knowledge, is considering making, an Acquisition Proposal, except to notify such Person of the existence of the provisions of this Section 5.09. (b) Notwithstanding Section 5.09(a), if, prior to the Requisite Company Shareholder Approval is obtained, Company receives a written and unsolicited Acquisition Proposal that the Board of Directors of Company reasonably believes to be credible, which the Board of Directors of Company determines in good faith (after consultation with its financial advisors and outside counsel) is or could reasonably be expected to result in a Superior Proposal, Company may take the following actions: (1) furnish nonpublic information to the Person making such Acquisition Proposal, but only if (A) prior to so furnishing such information, Company has entered into a customary confidentiality agreement with such Person, and (B) all such information has previously been provided to Buyer or is provided to Buyer prior to or contemporaneously with the time it is provided to the Person making such Acquisition Proposal or such Person’s representatives, and (2) engage or enter into, continue or otherwise participate in any discussions or negotiations regardingwith such Person with respect to the Acquisition Proposal. Company promptly (and in any event within 48 hours) shall advise Buyer orally and in writing of the receipt of (i) any proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal and the material terms of such proposal (including the identity of the party making such proposal and, if applicable, copies of any documents or furnish to correspondence evidencing such proposal), and (ii) any other Person material request for non-public information relating to Company or any of its Subsidiaries other than requests for information not reasonably expected to be related to an Acquisition Proposal. Company shall, thereafter, keep Buyer reasonably informed on a reasonably current basis of the status of any such Acquisition Proposal (including any material change to the terms thereof). (c) Except as provided in Section 5.09(d), Board of Directors of Company shall not (i) withhold, withdraw or modify (or publicly propose to withhold, withdraw or modify), in a manner adverse to Buyer, its recommendation referred to in Section 5.04(a), or (ii) approve or recommend (or publicly propose to approve or recommend ) any Acquisition Proposal. Except as provided in Section 5.09(d), Company shall not, and its Board of Directors shall not allow Company to, and Company shall not allow any of Company’s Subsidiaries to, enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (except for customary confidentiality agreements permitted under Section 5.09(b)) relating to any Acquisition Proposal. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors of Company may, prior to the time the Requisite Company Shareholder Approval is obtained, make a Change in Recommendation and/or terminate this Agreement pursuant to Section 7.01, in each case of clauses (i) or (ii), if the Board of Directors of Company has determined in good faith, after consulting with its outside counsel, that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law; provided that the Board of Directors may not take any such action in connection with any Company Takeover an Acquisition Proposal unless (1) the Board of Directors has determined that such Acquisition Proposal constitutes a Superior Proposal, (2) prior to terminating this Agreement pursuant to Section 7.01(g), Company provides prior written notice to Buyer at least three Business Days in advance (the “Notice Period”) of its intention to take such action, which notice shall specify all material terms and conditions of such Superior Proposal (including the identity of the party making such Superior Proposal and copies of any documents or otherwise cooperate with or assist or participate incorrespondence evidencing such Superior Proposal), or encourage or knowingly facilitate and any such inquiriesmaterial modifications to any of the foregoing, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover Proposal. (3) during the Notice Period Company shall, and shall cause each its financial advisors and outside counsel to, negotiate with Buyer in good faith should Buyer propose to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute (in the good faith judgment of Company’s Board of Directors) a Superior Proposal and (4) such Acquisition Proposal continues to constitute (in the good faith judgment of Company’s Board of Directors) a Superior Proposal after taking into account any such amendments that Buyer shall have agreed to make prior to the end of the Notice Period. (e) Nothing contained in this Section 5.09 shall prohibit Company Subsidiaries and each of its and the Company Subsidiaries' Representatives to from (i) immediately upon execution of this Plan of Merger, cease any solicitation, encouragement, discussions or negotiations with any Person that may be ongoing with respect to a Company Takeover Proposal as of the date of this Plan of Merger, (ii) request promptly thereafter that such Person promptly return or destroy all confidential information concerning Company and the Company Subsidiaries delivered or made available to such Person or its Representatives by Company, the Company Subsidiaries or any Representatives thereof, in connection complying with its consideration of a Company Takeover Proposal and disclosure obligations under U.S. federal or state law with regard to an Acquisition Proposal, including Rule 14a-9, 14d-9 or 14e-2 promulgated under the Exchange Act, or making any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted disclosure to any such Person or its Representatives. 5.3.2 Notwithstanding anything to the contrary contained herein, if at any time prior to obtaining the Company Shareholder Approval, Company or any of its Representatives receives a Company Takeover Proposal from any Person or group of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faithCompany’s shareholders if, after consultation with its independent financial advisors and outside legal counsel, Company determines that such disclosure would be required under applicable Law; provided, however, that any such disclosure relating to an Acquisition Proposal shall be deemed to be a Change in Recommendation unless it is limited to a stop, look and listen communication or the Company’s Board of Directors reaffirms the recommendation referred to in Section 5.04(a) in such disclosure and does not recommend that Company Takeover Proposal constitutesshareholders tender their shares, or is reasonably expected to lead to, a Company Superior Proposal (i) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, of the availability of, any written material non-public information that is provided to any such Person or group of Persons or their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations with the informing any Person or group of Persons making such Company Takeover Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its Subsidiaries, or any of their respective Representatives, and the identity of the Person making the Company Takeover Proposal, and (B) a written summary existence of the material terms of any such Company Takeover Proposal not made in writing. For the purposes of this Plan of Merger, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Company than those provisions contained in the Confidentiality Agreementthis Section 5.09.

No Solicitation by Company. 5.3.1 Except as specifically permitted by this Section 5.3, Company shall not and shall cause each of the Company its Subsidiaries and their Representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VIISection 7.1, directly or indirectly, , (a) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal, or (b) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person material non-public information in connection with any Company Takeover Proposal, or otherwise cooperate with or assist or participate in, or encourage or knowingly facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover Proposal. Company shall, and shall cause each of the Company Subsidiaries and each of its and the Company Subsidiaries' ’ Representatives to (i) immediately upon execution of this Plan of Merger, cease any solicitation, encouragement, discussions or negotiations with any Person that may be ongoing with respect to a Company Takeover Proposal as of the date of this Plan of Merger, (ii) request promptly thereafter that such Person promptly return or destroy all confidential information concerning Company and the Company Subsidiaries delivered or made available to such Person or its Representatives by Company, the Company Subsidiaries or any Representatives thereof, in connection with its consideration of a Company Takeover Proposal and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room dataroom access previously granted to any such Person or its Representatives. 5.3.2 Notwithstanding anything to the contrary contained herein, if at any time prior to obtaining the Company Shareholder Approval, Company or any of its Representatives receives a Company Takeover Proposal from any Person or group of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company Superior Proposal Proposal, and that failure to take such action would more likely than not to result in a breach of the Company Board of Directors’ fiduciary duties (i) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room dataroom or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, of the availability of, any written material non-public information that is provided to any such Person or group of Persons or their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its Subsidiaries, or any of their respective Representatives, and the identity of the Person making the Company Takeover Proposal, and (B) a written summary of the material terms of any such Company Takeover Proposal not made in writing. For the purposes of this Plan of Merger, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Company than those contained in the Confidentiality Agreement.such

No Solicitation by Company. 5.3.1 Except as specifically permitted by this Section 5.3, (a) The Company shall not and shall cause each of the Company its Subsidiaries not to, and shall use and cause its Subsidiaries to use their reasonable best efforts to cause their respective Representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, directly or indirectly, (ai) solicit, initiate, endorse, or knowingly encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiries regardinginquiry, proposal or offer with respect to, or the making of or completion of, any Company Acquisition Proposal, or any inquiry, proposal or offer that constitutes, or could is reasonably be expected likely to lead to, a to any Company Takeover Acquisition Proposal, or (bii) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person material person any non-public information in connection or data with respect to, any Company Takeover Acquisition Proposal, (iii) approve or recommend any Company Acquisition Proposal, or otherwise cooperate with (iv) approve or assist or participate inrecommend, or encourage propose publicly to approve or knowingly facilitate recommend, or execute or enter into, any such inquiries, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover ProposalAlternative Acquisition Agreement. The Company shall, and shall cause each its Subsidiaries and the Representatives of the Company and its Subsidiaries and each of its and the Company Subsidiaries' Representatives to to, (iA) immediately upon execution of this Plan of Merger, cease any solicitation, encouragement, and cause to be terminated all existing discussions or negotiations with any Person that may be ongoing person conducted heretofore with respect to any Company Acquisition Proposal, and (B) not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement to which the Company, any of its Subsidiaries or any of their respective Representatives is a Company Takeover Proposal as party, and shall enforce the provisions of any such agreement. Notwithstanding the foregoing, if at any time following the date of this Plan Agreement and prior to obtaining the approval of Mergerthis Agreement by its shareholders, (1) the Company receives an unsolicited written Company Acquisition Proposal that the Company Board believes in good faith to be bona fide, (2) such Company Acquisition Proposal was not the result of a material violation of this Section 7.3(a), (3) the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) that such Company Acquisition Proposal constitutes or is reasonably likely to lead to a Company Superior Proposal and (4) the Company Board determines in good faith (after consultation with outside counsel) that the failure to take the actions referred to in clause (x) or (y) would be reasonably likely to violate its fiduciary duties under applicable Law, then the Company may (and may authorize its Subsidiaries and Representatives to) (x) furnish non-public information with respect to the Company and any of its Subsidiaries to the person making such Company Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing terms substantially similar to, and no less favorable to Company than, those set forth in the Confidentiality Agreement; provided, that any non-public information provided to any person given such access shall have previously been provided to Parent or shall be provided to Parent prior to or concurrently with the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such Company Acquisition Proposal (and such person’s Representatives) regarding such Company Acquisition Proposal. (b) Neither the Company Board nor any committee thereof shall (i) (A) withdraw (or modify or qualify in any manner adverse to Parent) or refuse to make the Company Board Recommendation (as defined in Section 7.4), or (B) adopt, approve, recommend, endorse or otherwise declare advisable the adoption of any Company Acquisition Proposal (each such action set forth in this Section 7.3(b)(i) being referred to herein as a “Company Adverse Recommendation Change”), or (ii) request promptly thereafter that such Person promptly return cause or destroy all confidential information concerning Company and permit the Company Subsidiaries delivered or made available to such Person or its Representatives by Company, the Company Subsidiaries or any Representatives thereofof its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in connection with its consideration principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (each, a “Company Alternative Acquisition Agreement”) constituting or related to, or which is intended to or is reasonably likely to lead to, any Company Acquisition Proposal (other than a confidentiality agreement permitted by the terms of a Company Takeover Proposal and any summariesSection 7.3(a)). Notwithstanding the foregoing, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted to any such Person or its Representatives. 5.3.2 Notwithstanding anything to the contrary contained herein, if at any time prior to obtaining the approval of this Agreement by its shareholders, the Company Shareholder ApprovalBoard may, if the Company Board determines in good faith (after consultation with outside counsel) that the failure to do so would be reasonably likely to violate its fiduciary duties under applicable Law, taking into account all adjustments to the terms of this Agreement that may be offered by Parent pursuant to this Section 7.3(b), make a Company Adverse Recommendation Change; provided, that Company shall not make any Company Adverse Recommendation Change in response to a Company Acquisition Proposal, unless (A) Company shall not have breached this Section 7.3 in any material respect and (B): (i) the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) that such Company Acquisition Proposal is a Company Superior Proposal and such Company Superior Proposal has been made and has not been withdrawn and continues to be a Company Superior Proposal after taking into account all adjustments to the terms of this Agreement that may be offered by Parent pursuant to this Section 7.3(b); (ii) the Company has given Parent at least two (2) business days’ prior written notice of its intention to take such action (which notice shall specify the material terms and conditions of any such Company Superior Proposal (including the identity of the person making such Company Superior Proposal) and has contemporaneously provided an unredacted copy of the relevant proposed transaction agreements with the person making such Company Superior Proposal); and (iii) prior to effecting such Company Adverse Recommendation Change, the Company has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during such two (2) business day notice period to the extent Parent wishes to negotiate, to enable Parent to revise the terms of this Agreement such that it would cause such Company Superior Proposal to no longer constitute a Company Superior Proposal. In the event of any material change to the terms of such Company Superior Proposal, the Company shall, in each case, be required to deliver to Parent a new written notice, the two (2) business day notice period shall have recommenced and the Company shall be required to comply with its obligations under this Section 7.3 with respect to such new written notice. (c) In addition to the obligations of the Company set forth in Sections 7.3(a) and (b), the Company promptly (and in any event within 48 hours of receipt) shall advise Parent in writing in the event the Company or any of its Subsidiaries or their Representatives receives a Company Takeover Proposal from any Person or group of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company Superior Proposal (i) furnish, pursuant to an Acceptable any Company Confidentiality Agreement, information Acquisition Proposal or (including non-public informationii) with respect to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, of the availability of, any written material request for non-public information (other than requests for information in the ordinary course of business consistent with past practice and unrelated to a Company Acquisition Proposal) or to engage in negotiation that is provided reasonably likely to any such Person lead to or group of Persons or their respective Representativesthat contemplates a Company Acquisition Proposal, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations each case together with the Person or group material terms and conditions of Persons making such Company Takeover Acquisition Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its Subsidiaries, or any of their respective Representatives, request and the identity of the Person person making the any such Company Takeover Proposal, Acquisition Proposal or request. The Company shall keep Parent reasonably well informed (orally and (Bin writing) in all material respects on a written summary timely basis of the status (including after the occurrence of any material terms amendment or modification) of any such Company Takeover Acquisition Proposal or request and shall provide Parent with copies of all material documentation and correspondence related thereto. Without limiting any of the foregoing, the Company shall promptly (and in any event within 48 hours) notify Parent orally and in writing if it or the Company Bank determines to begin providing non-public information or to engage in negotiations concerning a Company Acquisition Proposal pursuant to Sections 7.3(a) or (b) and shall in no event begin providing such information or engaging in such discussions or negotiations prior to providing such notice. (d) Nothing contained in this Section 7.3 shall prohibit the Company from complying with Regulation 14E of the Exchange Act by (i) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act, as if such provision were applicable to the Company, or taking and disclosing a position contemplated by Rule 14e-2(a) under the Exchange Act after the commencement of a tender offer (within the meaning of Rule 14d-2 under the Exchange Act), (ii) issuing a statement in connection with a Company Acquisition Proposal that does not made involve the commencement of a tender offer (within the meaning of Rule 14d-2 under the Exchange Act), so long as the statement includes no more information than would be required for a “stop, look and listen” communication under Rule 14d-9(f) under the Exchange Act, as if such provision were applicable, or (iii) making any disclosure to the shareholders of the Company if, in writing. the good faith judgment of the Company Board (after consultation with outside counsel), failure to so disclose would be reasonably likely to violate its duties under applicable Law; provided, that in no event shall this Section 7.3(d) affect the obligations of the Company specified in Sections 7.3(b) and (c); provided further, that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Section 14d-9(f), as if such provision were applicable to the Company, under the Exchange Act) shall, if it is tantamount to, or serves a substantially similar purpose as, a Company Adverse Recommendation Change, be deemed to be a Company Adverse Recommendation Change (including for purposes of Section 9.1). (e) For the purposes of this Plan of Merger, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Company than those contained in the Confidentiality Agreement.:

No Solicitation by Company. 5.3.1 Except as specifically permitted by this Section 5.3(a) The Company agrees that, Company shall not prior to the Effective Time, neither it nor any of its Subsidiaries shall, and that it shall cause its and each of the Company Subsidiaries its Subsidiaries’ officers, directors, employees, advisors, representatives and their Representatives agents not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, directly or indirectly, (ai) solicit, initiate, initiate or encourage or knowingly facilitate (including by way of furnishing non-public providing information) ), or knowingly facilitate any inquiries regardinginquiries, proposals or offers with respect to, or the making of or completion of, any proposal Company Acquisition Proposal, (ii) provide or offer that constitutes, disclose any non-public information to any Person relating to the Company or could reasonably be expected to lead to, its Subsidiaries in connection with a Company Takeover Acquisition Proposal, participate or (b) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person material non-public information in connection with any concerning a Company Takeover Acquisition Proposal, or otherwise cooperate with or assist or participate in, or encourage or knowingly take any action to facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make or implement a Company Takeover Acquisition Proposal. , (iii) approve, endorse, recommend, agree to or accept, or propose publicly to approve, recommend, endorse, agree to or accept, any Company shallAcquisition Proposal, and shall cause each (iv) withdraw, modify or amend the Company Recommendation in any manner adverse to Parent, (v) approve, recommend, endorse, agree to or accept, or propose to approve, recommend, endorse, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Company Acquisition Proposal or (vi) resolve, propose or agree to do any of the Company foregoing. Without limiting the foregoing, any violation of the restrictions set forth in the preceding sentence by any of the Company’s Subsidiaries and each or any of its and the Company’s or the Company Subsidiaries' Representatives to ’ officers, directors, employees, agents or representatives (iincluding any investment banker, attorney or accountant retained by the Company or the Company Subsidiaries) immediately upon execution shall be a breach of this Plan Section 4.3(a) by the Company. The Company shall promptly inform its advisors and representatives of Merger, the Company’s obligations under this Section 4.3(a). The Company agrees that it will immediately cease and cause to be terminated any solicitation, encouragementexisting activities, discussions or negotiations with any Person that may be ongoing Persons conducted heretofore with respect to any Company Acquisition Proposal (except with respect to the transactions contemplated by this Agreement). (b) The Company shall notify Parent promptly (and in any event within 24 hours) upon receipt after the date hereof by it or its Subsidiaries or representatives from any third party of any Company Acquisition Proposal. The Company shall notify Parent promptly (and in any event within two business days) of the identity of such third party and provide a copy of such Company Acquisition Proposal, indication, inquiry or request (or, where no such copy is available, a description of the material terms and conditions of such Company Acquisition Proposal, indication, inquiry or request), including any material modifications thereto. The Company shall keep Parent reasonably informed on a current basis (and in any event within five business days of the occurrence of any changes, developments, discussions or negotiations) of the status of any such Company Acquisition Proposal, indication, inquiry or request (including the material terms and conditions thereof and of any modification thereto), including furnishing copies of any written revised proposals. Without limiting the foregoing, the Company shall promptly (and in any event within five business days) notify Parent orally and in writing if it determines to begin negotiations concerning a Company Takeover Superior Proposal pursuant to Section 4.3(c). The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Person subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is party to any agreement, which prohibits the Company from providing such information to Parent. (c) Notwithstanding Section 4.3(a), nothing contained in this Agreement shall prevent the Company or the Company Board from, prior to the adoption of this Agreement by the holders of Company Common Stock, engaging in any discussions or negotiations with, or providing any non-public information to, any Person, if and only to the extent that (i) the Company receives from such Person a bona fide written Company Superior Proposal, or a Company Acquisition Proposal, which was not solicited by the Company and did not otherwise violate the provisions of Section 4.3(b), and which the Company Board concludes in good faith (after consultation with its outside legal counsel and outside financial advisors) could reasonably be expected to result in a Company Superior Proposal and (after consultation with its outside legal counsel) that the failure to act on the Company Superior Proposal or Company Acquisition Proposal, as the case may be, could be inconsistent with its fiduciary obligations to the stockholders of the Company under applicable Laws, (ii) prior to providing or disclosing any non-public information to any Person in connection with such proposal, the Company Board receives from the Person making such Company Acquisition Proposal an executed confidentiality agreement containing terms no less restrictive on such Person than the terms contained in the Confidentiality Agreement, provided that such confidentiality agreement shall not be required to contain standstill provisions and shall not contain any provisions that would prevent the Company from complying with its obligation to provide the required disclosure to Parent pursuant to this Section 4.3, and (iii) the Company concurrently discloses any such non-public information to Parent if such non-public information has not been disclosed previously to Parent. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to the Company Stockholder Approval, in response to a material development or change in circumstances which occurs or arises after the date of this Agreement (an “Intervening Event”), that was not known by the Company Board as of the date of this Plan of Merger, (ii) request promptly thereafter that such Person promptly return or destroy all confidential information concerning Company and the Company Subsidiaries delivered or made available to such Person or its Representatives by CompanyAgreement, the Company Subsidiaries Board may, if it concludes in good faith (after consultation with its outside legal advisors) that failure to do so could be inconsistent with its fiduciary obligations to the stockholders of the Company under applicable Laws, withdraw, modify or any Representatives thereofchange its recommendation of this Agreement and the Merger (a “Company Change of Recommendation”), but only at a time that is after the fifth business day following Parent’s receipt of written notice from the Company advising Parent of its intention to do so; provided that, if such action is in response to or relates to a Company Acquisition Proposal, then the Company Change of Recommendation shall be taken only in compliance with Section 4.3(e). (e) Notwithstanding anything in this Agreement to the contrary, in connection response to a Company Acquisition Proposal which was not solicited by the Company or otherwise in violation of Section 4.3(a), if the Company Board concludes in good faith (after consultation with its consideration of outside legal and financial advisors) that a Company Takeover Acquisition Proposal constitutes a Company Superior Proposal and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iiiafter consultation with its legal advisors) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted that failure to any such Person or do so could be inconsistent with its Representatives. 5.3.2 Notwithstanding anything fiduciary obligations to the contrary contained hereinstockholders of the Company under applicable Laws, if the Company Board may at any time prior to obtaining the Company Shareholder Approval, Company or any of its Representatives receives Stockholder Approval (i) effect a Company Takeover Proposal from any Person Change of Recommendation or group of Persons, which Company Takeover Proposal did not result from any breach of (ii) terminate this Section 5.3, then Company and its Representatives may (a) contact such Person or group of Persons and their Representatives Agreement to request that such Person or group of Persons provide clarification of any term or condition of enter into a definitive agreement with respect to such Company Takeover Proposal Superior Proposal; provided, however, that the Company Board may not effect such Company Change of Directors determines in good faith Recommendation or termination unless and until (i) five business days have elapsed following delivery to be ambiguous or unclear, and (b) if Parent of a written notice of such determination by the Company Board and of Directors determines in good faith, after consultation with its independent financial advisors the material terms and outside legal counsel, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company Superior Proposal (i) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect to Company and conditions of the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Acquisition Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, of the availability of, any written material non-public information that is provided to any such Person or group of Persons or their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its Subsidiaries, or any of their respective Representatives, and the identity of the Person making the Company Takeover Acquisition Proposal, and, during such five business day period, the Company reasonably cooperates with Parent and Merger Sub with respect thereto with the intent of enabling Parent and Merger Sub to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that such Company Acquisition Proposal would no longer represent a Company Superior Proposal, including negotiating in good faith with Parent and its representatives with respect to any proposed revisions to the terms of this Agreement, (ii) at the end of such five business day period, the Company Board shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent, if any, after consultation with outside legal counsel, that (A) in the case of a Company Change of Recommendation, failure to take such action could be inconsistent with its fiduciary obligations to the stockholders of the Company under applicable Laws and (B) in the case of a written summary termination of this Agreement, that such Company Acquisition Proposal remains a Company Superior Proposal as compared to the Merger, as supplemented by any counterproposals made by Parent; provided that, in the event the Company Board does not make the determination referred to in this clause (ii) of this paragraph but thereafter determines to effect a Company Change of Recommendation or termination pursuant to this Section 4.3(e), the foregoing procedures shall apply anew and shall also apply to any subsequent withdrawal, amendment or modification, and (iii) contemporaneously with such termination, the Company enters into a definitive acquisition, merger or similar agreement to effect the Company Superior Proposal. (f) Nothing in this Agreement shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 or 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company’s stockholders if the Company Board (after consultation with its legal advisors), concludes that its failure to do so could be inconsistent with its fiduciary obligations to the stockholders of the material terms of Company under applicable Law; it being understood that any such disclosure that does not reaffirm the Company Takeover Proposal not made in writing. For Board’s recommendation of this Agreement and the Merger (and recommend that the Company’s shareholders reject the applicable tender offer or exchange offer within the ten day period specified by Rule 14d-9) or which is otherwise adverse to Parent and Merger Sub shall be deemed a Company Change of Recommendation for purposes of this Plan Agreement. (g) Notwithstanding the foregoing, unless and until this Agreement shall have been terminated in accordance with its terms, the Company shall comply with its obligations under Section 5.2 whether or not the Company Board makes a Company Change of MergerRecommendation or recommends any other offer or proposal. Any action pursuant to and in accordance with Sections 4.3(d),(e) or (f) shall not constitute a breach of the Company’s representations, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Company than those warranties, covenants or agreements contained in the Confidentiality this Agreement.

No Solicitation by Company. 5.3.1 Except as specifically permitted by this Section 5.3Company shall not, and will cause its subsidiaries, and its and its subsidiaries’ respective officers, directors, affiliates, employees, agents and representatives (including any investment banker, attorney, accountant or other advisor or representative retained by, or otherwise working on behalf of, Company shall not and shall cause each or any of the Company Subsidiaries and their Representatives not to, during the period from its subsidiaries whether on the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VIIhereof or any time thereafter) (collectively, “Representatives”) not to directly or indirectly, : (ai) solicit, initiate, encourage seek, knowingly encourage, knowingly facilitate or knowingly facilitate induce any Acquisition Proposal (including by way of furnishing non-public information) as defined in Section 6.5(f)(i)), any inquiries regardinginquiry with respect to any Acquisition Proposal, or the making of making, submission or announcement of, any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Takeover Acquisition Proposal, or (bii) engage or enter into, continue participate or otherwise participate engage in any discussions or negotiations regarding, or furnish to any person any nonpublic information with respect to, or take any other Person material non-public information in connection action (including granting any person a waiver or release under any standstill or similar agreement with respect to any class of equity security of Company Takeover or any of its subsidiaries, other than as contemplated by this Agreement) to facilitate, any Acquisition Proposal, any inquiry with respect to any Acquisition Proposal or the making, submission or announcement of any proposal that constitutes or would reasonably be expected to lead to, any Acquisition Proposal (other than the notification of third parties as to the existence of these provisions), (iii) approve, endorse or recommend any Acquisition Proposal with respect to Company or any of its subsidiaries, or (iv) enter into any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise cooperate with relating to any Acquisition Proposal or assist or participate inany transaction contemplated thereby. Company shall immediately cease, or encourage or knowingly facilitate and shall cause its subsidiaries and Representatives to immediately cease, any such inquiries, proposalsand all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal and, upon Acquiror’s request, shall request the prompt return or destruction of all confidential information previously furnished to any effort person with which Company, its subsidiaries or attempt to make a Company Takeover ProposalRepresentatives have engaged in any such activities within the twelve (12) month period preceding the date of this Agreement. Company shall, and shall cause each of the Company Subsidiaries its subsidiaries and each of its Representatives to, use commercially reasonable efforts to enforce (and the Company Subsidiaries' Representatives to will not waive any provisions of) any confidentiality or standstill agreement (i) immediately upon execution of this Plan of Merger, cease any solicitation, encouragement, discussions or negotiations with any Person that may be ongoing with respect to a Company Takeover Proposal as of the date of this Plan of Merger, (ii) request promptly thereafter that such Person promptly return or destroy all confidential information concerning Company and the Company Subsidiaries delivered or made available to such Person or its Representatives by Company, the Company Subsidiaries or any Representatives thereof, in connection with its consideration of a Company Takeover Proposal and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iiisimilar agreement) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted to any such Person or its Representatives. 5.3.2 Notwithstanding anything to the contrary contained herein, if at any time prior to obtaining the Company Shareholder Approval, which Company or any of its Representatives receives subsidiaries is a Company Takeover Proposal from any Person or group of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company Superior Proposal (i) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, of the availability of, any written material non-public information that is provided party relating to any such Person or group Acquisition Proposal. Any breach of Persons or their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group foregoing provisions of Persons making such Company Takeover Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing this subsection by any such Person of Company’s subsidiaries or group of Persons Representatives shall be deemed to be a breach by Company, any of its Subsidiaries, or any of their respective Representatives, and the identity of the Person making the Company Takeover Proposal, and (B) a written summary of the material terms of any such Company Takeover Proposal not made in writing. For the purposes of this Plan of Merger, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Company than those contained in the Confidentiality Agreement.

No Solicitation by Company. 5.3.1 (a) The Company and its Subsidiaries shall immediately cease, and Company and its Subsidiaries shall use their reasonable best efforts to cause each of their respective representatives to, immediately cease any discussions or negotiations with any parties conducted prior to the date hereof with respect to an Acquisition Proposal. Except as specifically permitted by this Section 5.35.09, after the execution and delivery of this Agreement, Company and its directors, officers and Subsidiaries shall not not, and shall use its reasonable best efforts to cause each of the Company Subsidiaries its and their Representatives its Subsidiaries' representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, directly or indirectly, (ai) solicit, initiate, encourage initiate or knowingly facilitate (including by way of furnishing non-public information) encourage any inquiries regardinginquiry with respect to, or the making of of, any proposal or offer that constitutes, constitutes or could reasonably be expected to lead to an Acquisition Proposal, (ii) participate in any negotiations regarding an Acquisition Proposal with, or furnish any nonpublic information relating to a Acquisition Proposal to, a Company Takeover any Person that has made or, to the Knowledge of Company, is considering making an Acquisition Proposal, or (iii) engage in discussions regarding an Acquisition Proposal with any Person that has made, or, to Company's Knowledge, is considering making, an Acquisition Proposal, except to notify such Person of the existence of the provisions of this Section 5.09. (b) Notwithstanding Section 5.09(a), prior to the time, but not after, the Requisite Company Shareholder Approval is obtained, if Company receives a written and unsolicited Acquisition Proposal that the Board of Directors of Company reasonably believes to be credible, which the Board of Directors of Company determines in good faith (after consultation with its financial advisors and outside counsel) is or could reasonably be expected to result in a Superior Proposal, Company may take the following actions: (1) furnish nonpublic information to the Person making such Acquisition Proposal, but only if (A) prior to so furnishing such information, Company has entered into a customary confidentiality agreement with such Person, and (B) all such information has previously been provided to Buyer or is provided to Buyer prior to or contemporaneously with the time it is provided to the Person making such Acquisition Proposal or such Person's representatives, and (2) engage or enter into, continue or otherwise participate in any discussions or negotiations regardingwith such Person with respect to the Acquisition Proposal. Company promptly (and in any event within 48 hours) shall advise Buyer orally and in writing of the receipt of (i) any proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal and the material terms of such proposal (including the identity of the party making such proposal and, if applicable, copies of any documents or furnish to correspondence evidencing such proposal), and (ii) any other Person material request for non-public information relating to Company or any of its Subsidiaries other than requests for information not reasonably expected to be related to an Acquisition Proposal. Company shall, thereafter, keep Buyer reasonably informed on a reasonably current basis of the status of any such Acquisition Proposal (including any material change to the terms thereof). (c) Except as provided in Section 5.09(d), Board of Directors of Company shall not (i) withhold, withdraw or modify (or publicly propose to withhold, withdraw or modify), in a manner adverse to Buyer, its recommendation referred to in Section 5.04, or (ii) approve or recommend (or publicly propose to approve or recommend ) any Acquisition Proposal (it being understood that Company's Board of Directors may take no position with respect to an Acquisition Proposal that takes the form of a tender offer until the close of business as of the tenth Business Day after the commencement of such tender offer pursuant to Rule 14d- 2 under the Exchange Act without such action being considered an adverse modification). Company shall not, and its Board of Directors shall not allow Company to, and Company shall not allow any of Company's Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (except for customary confidentiality agreements permitted under Section 5.09(b)) relating to any Acquisition Proposal. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors of Company may, prior to but not after the time the Requisite Company Shareholder Approval is obtained, (i) make a Change in its recommendation referred to in Section 5.04 and/or (ii) terminate this Agreement pursuant to Section 7.01, in each case of clauses (i) or (ii), if the Board of Directors of Company has determined in good faith, after consulting with its outside counsel, that the failure to take such action would be inconsistent with the directors' fiduciary duties under applicable Law; provided that the Board of Directors may not take any such action in connection with any Company Takeover an Acquisition Proposal unless (1) such Acquisition Proposal constitutes a Superior Proposal, (2) prior to terminating this Agreement pursuant to Section 7.01(g)(iii), Company provides prior written notice to Buyer at least three Business Days in advance (the "Notice Period") of its intention to take such action, which notice shall specify all material terms and conditions of such Superior Proposal (including the identity of the party making such Superior Proposal and copies of any documents or otherwise cooperate with or assist or participate incorrespondence evidencing such Superior Proposal), or encourage or knowingly facilitate and any such inquiriesmaterial modifications to any of the foregoing, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover Proposal. (3) during the Notice Period Company shall, and shall cause each its financial advisors and outside counsel to, negotiate with Buyer in good faith should Buyer propose to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute (in the good faith judgment of Company's Board of Directors) a Superior Proposal and (4) such Acquisition Proposal continues to constitute (in the good faith judgment of Company's Board of Directors) a Superior Proposal after taking into account any such amendments that Buyer shall have agreed to make prior to the end of the Notice Period. (e) Nothing contained in this Section 5.09 shall prohibit Company Subsidiaries and each of its and the Company Subsidiaries' Representatives to from (i) immediately upon execution of this Plan of Mergercomplying with its disclosure obligations under U.S. federal or state law with regard to an Acquisition Proposal, cease any solicitationincluding Rule 14a-9, encouragement, discussions 14d-9 or negotiations with any Person that may be ongoing with respect to a Company Takeover Proposal as of 14e-2 promulgated under the date of this Plan of MergerExchange Act, (ii) request promptly thereafter that such Person promptly return or destroy all confidential information concerning Company and the Company Subsidiaries delivered or made available making any disclosure to such Person or its Representatives by Company, the Company Subsidiaries or any Representatives thereof, in connection with its consideration of a Company Takeover Proposal and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted to any such Person or its Representatives. 5.3.2 Notwithstanding anything to the contrary contained herein, if at any time prior to obtaining the Company Shareholder Approval, Company or any of its Representatives receives a Company Takeover Proposal from any Person or group of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faith's shareholders if, after consultation with its independent financial advisors and outside legal counsel, Company determines that such Company Takeover Proposal constitutes, disclosure would be required under applicable Law or is reasonably expected to lead to, a Company Superior Proposal (iiii) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect to Company and the Company Subsidiaries to the informing any Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, existence of the availability of, any written material non-public information that is provided to any such Person or group of Persons or their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its Subsidiaries, or any of their respective Representatives, and the identity of the Person making the Company Takeover Proposal, and (B) a written summary of the material terms of any such Company Takeover Proposal not made in writing. For the purposes of this Plan of Merger, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Company than those provisions contained in the Confidentiality Agreementthis Section 5.09.

No Solicitation by Company. 5.3.1 Except as specifically permitted by this Section 5.3, Company shall not and shall cause each of the Company Subsidiaries and their Representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, directly or indirectly, (a) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal, or (b) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person material non-public information in connection with any Company Takeover Proposal, or otherwise cooperate with or assist or participate in, or encourage or knowingly facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make a Company Takeover Proposal. Company shall, and shall cause each of the Company Subsidiaries and each of its and the Company Subsidiaries' Representatives to (i) immediately upon execution of this Plan of Merger, cease any solicitation, encouragement, discussions or negotiations with any Person that may be ongoing with respect to a Company Takeover Proposal as of the date of this Plan of Merger, (ii) request promptly thereafter that such Person promptly return or destroy all confidential information concerning Company and the Company Subsidiaries delivered or made available to such Person or its Representatives by Company, the Company Subsidiaries or any Representatives thereof, in connection with its consideration of a Company Takeover Proposal and any summaries, analyses or extracts thereof or based thereon, and any files, copies or records containing such information in any computer or electronic media, and (iii) immediately upon execution of this Plan of Merger, terminate all physical and electronic data room access previously granted to any such Person or its Representatives. 5.3.2 Notwithstanding anything to the contrary contained herein, if at any time prior to obtaining the Company Shareholder Approval, Company or any of its Representatives receives a Company Takeover Proposal from any Person or group of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.3, then Company and its Representatives may (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarification of any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguous or unclear, and (b) if the Company Board of Directors determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company Superior Proposal (i) furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information) with respect to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal and their respective Representatives; provided that Company shall (subject to the terms of the September Confidentiality Agreement) promptly make available to Purchaser (through an electronic data room or otherwise), and concurrently provide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section 9.8, of the availability of, any written material non-public information that is provided to any such Person or group of Persons or their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, and (ii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal and their respective Representatives; provided, further that Company shall promptly provide to Purchaser (A) a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Company, any of its Subsidiaries, or any of their respective Representatives, and the identity of the Person making the Company Takeover Proposal, and (B) a written summary of the material terms of any such Company Takeover Proposal not made in writing. For the purposes of this Plan of Merger, "Acceptable Company Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Company than those contained in the September Confidentiality Agreement.