Common use of No Solicitation by the Company; Company Board Recommendation Clause in Contracts

No Solicitation by the Company; Company Board Recommendation. (a) Except as expressly permitted by Section 6.02(b) and Section 6.02(d), the Company agrees that it shall, and it shall cause each of the Company Subsidiaries to, and that it shall direct, and use reasonable best efforts to cause, its and their respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors, agents and other representatives of the Company or the Company Subsidiaries (such directors, officers, employees, accountants, consultants, legal counsel, financial advisors, agents and other representatives, collectively, “Representatives”), to: (i) immediately cease any existing solicitations, discussions or negotiations with any Persons that may be ongoing with respect to any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, an Alternative Proposal (an “Inquiry”), any Alternative Proposal or any proposal that could be reasonably expected to result in an Alternative Proposal; (ii) promptly request the return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one-year period prior to the date of this Agreement, made or indicated an intention to make, or engaged in diligence or substantive discussions with respect to, an Alternative Proposal; (iii) immediately cease access to any Person (other than Parent and its Affiliates and its and their Representatives and the Company and its Representatives) to any electronic data room maintained by the Company with respect to the transactions contemplated by this Agreement or any Alternative Proposal; and (iv) not, and not publicly announce any intention to, directly or indirectly, (A) solicit, initiate, knowingly encourage, facilitate or induce any Inquiry or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal, (B) furnish information to or afford access to the business, employees, officers, contracts, properties, assets, books or records of the Company and the Company Subsidiaries to any Person that could reasonably be expected to lead to, or in connection with, an Inquiry or an Alternative Proposal, (C) enter into, continue or maintain discussions or negotiations with any Person with respect to an Inquiry or an Alternative Proposal, (D) participate in or knowingly facilitate any discussions or negotiations (other than informing Persons of the provisions set forth in this Section 6.02, solely in response to a bona fide unsolicited Inquiry after the date hereof) regarding, or furnish or cause to be furnished to any Person or “Group” (as such term is defined in Section 13(d) of the Exchange Act) any information with respect to the Company, or take any other action to facilitate any Inquiry, (E) approve, agree to, accept, endorse or recommend any Alternative Proposal, (F) submit to a vote of its stockholders, approve, endorse or recommend any Alternative Proposal, (G) grant any waiver, amendment or release under any state antitakeover statute, (H) grant any waiver, amendment or release under any confidentiality or standstill agreement or provisions of similar effect to which it is a party or of which it is a beneficiary and shall enforce any such provisions (provided that the Company shall not be required to enforce, and shall be permitted to waive, any provision that prohibits or purports to prohibit a proposal being made to the Company Board on a confidential basis to the extent that the Company Board determines, in its good faith judgment (after consultation with the Company’s outside legal counsel), that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law (provided that the Company shall promptly notify Parent after the Company Board makes such determination)), (I) effect any Adverse Recommendation Change, or (J) enter into any letter of intent or agreement in principle or any agreement providing for any Alternative Proposal (except for confidentiality agreements permitted under Section 6.02(b)). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.02(a) (including any direction hereunder) by any Representative of the Company or any Company Subsidiary shall constitute a breach of this Section 6.02(a) by the Company. (b) Notwithstanding anything to the contrary in Section 6.02(a), if the Company or any of its Subsidiaries or any of its or their respective Representatives receives a written Alternative Proposal that was unsolicited after the date hereof by any Person or “Group” at any time prior to the Company Stockholder Approval that did not result from or arise in connection with a breach of Section 6.02(a), the Company and its Representatives may, prior to (but not after) obtaining the Company Stockholder Approval, take the actions set forth in subsections (i) and (ii) of this Section 6.02(b) if the Company Board (including any duly authorized committee thereof) has determined, in its good faith judgment (after consultation with the Company’s financial advisors and outside legal counsel), that such Alternative Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law: (i) obtain from such Person or “Group” an executed confidentiality agreement containing terms at least as restrictive in all material respects with respect to such Person or “Group” as the terms of the Confidentiality Agreement are with respect to Parent (it being agreed that such confidentiality agreement shall include a standstill agreement but may permit submission of non-public, private proposals to the Company Board) and, (ii) following the entry into such confidentiality agreement, furnish information to such Person or “Group,” enter into discussions and negotiations with such Person or “Group” with respect to such Alternative Proposal and afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries in response to such Alternative Proposal. (c) Promptly (but in no event more than twenty-four hours) following receipt of any Alternative Proposal or any Inquiry, the Company shall advise Parent in writing (including by email in accordance with Section 9.07) of the receipt of such Alternative Proposal or Inquiry, and the terms and conditions of such Alternative Proposal or Inquiry (including, in each case, the identity of the Person or “Group” making any such Alternative Proposal or Inquiry), and the Company shall as promptly as practicable provide to Parent (i) a copy of such Alternative Proposal or Inquiry, if in writing, or (ii) a written summary of the material terms of such Alternative Proposal or Inquiry, if oral. The Company agrees that it shall provide to Parent (on a substantially simultaneous basis) any non-public information concerning the Company or any of its Subsidiaries that may be provided (pursuant to Section 6.02(b)) to any other Person or “Group” in connection with any Alternative Proposal or Inquiry that has not previously been provided to Parent. In addition, the Company shall provide Parent as promptly as practicable with notice setting forth all such information as is reasonably necessary to keep Parent informed on a current basis in all material respects of all material communications regarding such Alternative Proposal or Inquiry (including material amendments or proposed material amendments thereto (including all pricing changes)). (d) Notwithstanding anything herein to the contrary, at any time prior to the Company Stockholder Approval, the Company Board may (i) solely upon the occurrence of an Intervening Event or in the event that the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d)), withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being an “Adverse Recommendation Change”) (including, for the avoidance of doubt, recommending against the Merger or approving, endorsing or recommending any Alternative Proposal) and (ii) if the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d)), terminate this Agreement pursuant to Section 8.01(d) to enter into a definitive written agreement providing for such Superior Proposal simultaneously with the termination of this Agreement, in the case of clauses (i) and (ii), if the Company Board has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; provided, that the Company Board may not make an Adverse Recommendation Change or, in the case of a Superior Proposal, terminate this Agreement pursuant to Section 8.01(d), unless: (i) the Company has complied in all material respects with this Section 6.02; (ii) the Company has provided prior written notice to Parent at least three Business Days in advance (the “Notice Period”) of taking such action, which notice shall advise Parent, in the case of a Superior Proposal, that the Company Board has received a Superior Proposal and shall include a copy of such Superior Proposal and all other material transaction agreements and other material documents relating to such Superior Proposal (or, where no such copy is available, a description of the material terms and conditions of such Superior Proposal), or, in cases involving an Intervening Event, of the circumstances giving rise to the Adverse Recommendation Change; (iii) during the Notice Period, the Company has and has caused its financial advisors and outside legal counsel to negotiate with Parent in good faith (to the extent Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that, in the case of a Superior Proposal, such Superior Proposal ceases to constitute (in the judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counsel) a Superior Proposal, or in cases involving an Intervening Event, the failure to make such Adverse Recommendation Change (in the judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counsel) would no longer be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; and (iv) the Company Board has determined in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to by Parent, if any, and after consultation with the Company’s financial advisors and outside legal counsel, that, in the case of a Superior Proposal, such Superior Proposal remains a Superior Proposal or, in cases involving an Intervening Event, that the failure to make such Adverse Recommendation Change would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law. If during the Notice Period any revisions are made to the Superior Proposal, the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 6.02(d) with respect to such new written notice; provided, however, that for purposes of this sentence, references to the three Business Day period above shall be deemed to be references to a two Business Day period. (e) Nothing contained in this Agreement shall prevent the Company or the Company Board from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Alternative Proposal or from making any disclosure to the Company’s stockholders if the Company Board (after consultation with outside legal counsel) concludes that its failure to do so would be inconsistent with its fiduciary duties under applicable Law; provided that any Adverse Recommendation Change may only be made in accordance with Section 6.02(d). For the avoidance of doubt, any public disclosure (other than any “stop, look and listen” statement) by the Company, any Company Subsidiary or the Company Board relating to any determination or other action by the Company Board or the Company with respect to any Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the Company Recommendation in such disclosure. Notwithstanding the foregoing, a factually accurate public statement that describes the Company’s receipt of an Alternative Proposal and the operation of the Agreement with respect thereto (in which the Company indicates that it has not changed the Company Recommendation) shall not, in and of itself, be deemed an Adverse Recommendation Change; it being understood that any disclosure contemplated by the foregoing relating to an Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board indicates that it has not changed the Company Recommendation in such disclosure. (f) If (i) any public announcement regarding an Alternative Proposal is made by any of the Company’s Representatives or by the Person making such Alternative Proposal, (ii) within three Business Days following such public announcement, Parent delivers to the Company in writing a request that the Company Board expressly publicly reaffirm the Company Recommendation (which such request may be made by Parent only once with respect to such Alternative Proposal, unless any revisions are made to such Alternative Proposal in which case an additional request may be made by Parent once with respect to each such revised Alternative Proposal), and (iii) the Company Board does not expressly publicly reaffirm the Company Recommendation during the period of three Business Days following the delivery to the Company of such request, then the Company shall be deemed to have made an Adverse Recommendation Change at 11:59 p.m., New York City time, on the last day of such period of three Business Days. (g) For purposes of this Agreement:

No Solicitation by the Company; Company Board Recommendation. (a) Except as expressly permitted by this Section 6.02(b) and Section 6.02(d)5.03, the Company agrees that it shall, and it shall cause each of the Company Subsidiaries toSubsidiary, and that it shall direct, and use reasonable best efforts to cause, its and their respective directors, officers, directors or managers, and shall instruct any employees, accountants, consultants, legal counsel, financial advisors, advisors and agents and other representatives (collectively, “Representatives”) of the Company or the Company Subsidiaries (such directors, officers, employees, accountants, consultants, legal counsel, financial advisors, agents and other representatives, collectively, “Representatives”)Subsidiaries, to: : (i) immediately cease any existing solicitations, discussions or negotiations with any Persons (other than Parent, Merger Sub and their Representatives) that may be ongoing with respect to any inquiry, discussionproposal, offer offer, indication of interest or request for nonpublic information that constitutes, or could be reasonably be expected to lead to, an Alternative Proposal (an “Inquiry”), ) or any Alternative Proposal or any proposal that could be reasonably expected to result in an Alternative Proposal; ; (ii) promptly request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent, Merger Sub and their respective Representatives) that has, within the one-year period prior to the date of this Agreement, made or indicated an intention to make, or engaged received confidential information concerning the Company and the Company Subsidiaries in diligence or substantive discussions connection with respect to, an Alternative Proposal; a potential strategic transaction with the Company; (iii) immediately cease terminate access to by any Person and its Representatives (other than Parent and its Affiliates and its Parent, Merger Sub and their Representatives and the Company and its respective Representatives) to any electronic online or other data room maintained by rooms containing any confidential information in respect of the Company with respect to and the transactions contemplated by this Agreement or any Alternative ProposalCompany Subsidiaries; and and (iv) from the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, subject to the other provisions of this Section 5.03, not, and not publicly announce any intention to, directly or indirectly, (A) solicit, initiate, induce, propose, knowingly encourage, encourage or facilitate or induce any Inquiry or the making making, submission or announcement of any proposal that constitutes, or could reasonably be expected to lead to, any an Alternative ProposalProposal (it being understood and agreed that ministerial acts that are not otherwise prohibited by this Section 5.03 (such as answering unsolicited phone calls or receiving unsolicited correspondence) shall not be deemed to “facilitate” for purposes of, or otherwise constitute a violation of, this Section 5.03), (B) furnish or otherwise provide access to non-public information to regarding the Company and the Company Subsidiaries, or afford access to the business, employees, officers, contractsContracts, properties, assets, books or records of the Company and the or any Company Subsidiaries Subsidiary, to any Person that could reasonably be expected to lead to, in connection with or in connection with, response to an Inquiry or an Alternative Proposal, (C) enter into, continue participate in or maintain knowingly facilitate any discussions or negotiations with any Person with respect to an Inquiry or an Alternative ProposalProposal (other than informing such Persons of the provisions contained in this Section 5.03), (D) participate adopt, enter into, or propose publicly to adopt or enter into a letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or knowingly facilitate any discussions other similar agreement or negotiations Contract constituting or relating directly or indirectly to, or that contemplates or is intended or could reasonably be expected to result directly or indirectly in, an Alternative Proposal (other than informing Persons of the provisions set forth in this Section 6.02, solely in response to a bona fide unsolicited Inquiry after the date hereof) regarding, or furnish or cause to be furnished to any Person or “Group” (as such term is defined in Section 13(d) of the Exchange Act) any information with respect to the Company, or take any other action to facilitate any Inquiryan Acceptable Confidentiality Agreement), (E) approve, agree toendorse, accept, endorse accept or adopt or recommend the approval, acceptance or adoption of, or make or authorize any public statement, recommendation or solicitation in support of, any Inquiry or Alternative Proposal, (F) submit withhold, withdraw, qualify or modify in a manner adverse to Parent or Merger Sub the Company Board Recommendation, it being understood that neither (1) the determination in and of itself by the Company Board that an Alternative Proposal constitutes, or could reasonably be expected to lead to, a vote Superior Proposal; nor (2) the delivery in and of its stockholdersitself by the Company to Parent of any notice contemplated by Section 5.03(c) will constitute an Adverse Recommendation Change or violate this Section 5.03(a)(iv)(F), approve, endorse or recommend any Alternative Proposal, (G) grant any waiverauthorize, amendment resolve, publicly propose or release under any state antitakeover statute, (H) grant any waiver, amendment or release under any confidentiality or standstill agreement or provisions of similar effect to which it is a party or of which it is a beneficiary and shall enforce any such provisions (provided that the Company shall not be required to enforce, and shall be permitted to waive, any provision that prohibits or purports to prohibit a proposal being made to the Company Board on a confidential basis to the extent that the Company Board determines, in its good faith judgment (after consultation with the Company’s outside legal counsel), that the failure commit to take such action would be inconsistent with any of the directors’ exercise of their fiduciary duties under applicable Law actions referred to in clauses (provided that the Company shall promptly notify Parent after the Company Board makes such determination)A), (IB), (C), (D), (E) effect any Adverse Recommendation Change, or (JF) enter into any letter of intent or agreement in principle or any agreement providing for any Alternative Proposal (except for confidentiality agreements permitted under Section 6.02(b)). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.02(a) (including any direction hereunder) by any Representative of the Company or any Company Subsidiary shall constitute a breach of this Section 6.02(a) by the Companysentence. (b) Notwithstanding anything to the contrary in Section 6.02(a5.03(a), if the Company or any of its Subsidiaries or any of its or their respective Representatives receives a written an Alternative Proposal that was unsolicited after the date hereof by any Person or “Group” at any time prior to the Company Stockholder Approval Stockholders Meeting from any Person or Group that did not result from or arise in connection with a breach in any material respect of this Section 6.02(a)5.03, the Company and its Representatives may, prior to (but not after) obtaining the Company Stockholder ApprovalStockholders Meeting, take the actions set forth in subsections (i) and ), (ii) and/or (iii) of this Section 6.02(b5.03(b) if the Company Board (including any duly authorized committee thereof) has determined, in its good faith judgment (after consultation with the Company’s financial advisors and outside legal counsel), that such Alternative Proposal constitutes or could would reasonably be expected to lead to result in a Superior Proposal and that the failure to take such action would reasonably be expected to be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law: (i) obtain from such Person or “Group” an executed confidentiality agreement containing terms at least as restrictive in all material respects with respect to such Person or “Group” as the terms of the Confidentiality Agreement are with respect to Parent (it being agreed that such confidentiality agreement shall include a standstill agreement but may permit submission of furnish non-public, private proposals to the Company Board) and, (ii) following the entry into such confidentiality agreement, furnish public information to such Person or “Group,” enter into discussions and negotiations with such Person or “Group” with respect to such Alternative Proposal and afford access to the business, employees, officers, contractsContracts, properties, assets, books and records of the Company and the Company Subsidiaries to any Person in response to such Alternative Proposal, pursuant to the prior execution of (and the Company may enter into) an Acceptable Confidentiality Agreement; provided, however, that if the Person making such Alternative Proposal is a known competitor of the Company, the Company shall not provide any commercially sensitive non-public information to such Person in connection with the actions permitted by this Section 5.03(b) other than in accordance with customary “clean room” or other similar procedures designed to limit any adverse effect on the Company of the sharing of such information; (ii) enter into and maintain discussions or negotiations with any Person with respect to an Alternative Proposal; and (iii) engage in the activities otherwise described in this Section 5.03 with respect to any Person, subject in the case of this clause (iii) to the terms and conditions set forth in this Section 5.03(b). (c) Promptly (but in no event more than twenty-four hourstwo (2) Business Days) following receipt of any Alternative Proposal or any Inquiry, the Company shall advise Parent in writing (including by email in accordance with Section 9.07) of the receipt of such Alternative Proposal or Inquiry, the price and the other material terms and conditions of such Alternative Proposal or Inquiry (including, in each case, including the identity of the Person or “Group” making any such Alternative Proposal or Inquiry), ) and the Company shall as promptly as practicable provide to Parent (i) a copy of such Alternative Proposal or Inquiry, if in writing, or thereof (ii) a written summary of including materials relating to the material terms of such Alternative Proposal or Inquiry, if oralproposed financing commitments with customary redactions). The Company agrees that it shall substantially concurrently provide to Parent (on a substantially simultaneous basis) any non-public information concerning the Company or any of its the Company Subsidiaries that may be provided (pursuant to Section 6.02(b5.03(b)) to any other Person or “Group” Group in connection with any such Alternative Proposal or Inquiry that has not previously been provided to Parent. In addition, the Company shall provide Parent as promptly as practicable with notice setting forth all such information as is reasonably necessary to keep Parent reasonably informed on a current prompt and timely basis in all of any material respects change to the terms or status of the Alternative Proposal or Inquiry, and shall provide Parent with copies of all material communications regarding amendments or supplements thereto (including materials relating to any proposed financing commitments with customary redactions), and the general status of any discussions and negotiations with respect to such Alternative Proposal or Inquiry Inquiry. The Company shall (i) no later than twelve (12) hours prior to the meeting (or, if earlier, concurrently with notice to the Company Board), notify Parent, orally and in writing (including material amendments by email), of any scheduled meeting of the Company Board at which it is reasonably likely that the Company Board will consider any Alternative Proposal or proposed material amendments thereto Inquiry; and (including all pricing changes))ii) as promptly as reasonably practicable (and in any event within one (1) Business Day) notify Parent of any determination by the Company Board that an Alternative Proposal constitutes a Superior Proposal. (d) Notwithstanding anything herein to the contrary, at any time prior to the Company Stockholder ApprovalStockholders Meeting, the Company Board may may: (i) solely (A) upon the occurrence of an Intervening Event or in the event that the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d))Event, withdrawwithhold, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to ParentParent or Merger Sub, the Company Board Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any of the foregoing being an “Adverse Recommendation Change”) (including, for the avoidance of doubt, recommending against the Merger or approving, endorsing or recommending any Alternative Proposal) and (iiB) if the Company has received an Alternative Proposal that is a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d))Proposal, terminate this Agreement pursuant to Section 8.01(d) to enter into a definitive written agreement providing for such Superior Proposal simultaneously with the termination of this Agreement, if in the case of clauses (iA) and (iiB), if the Company Board has determined in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; provided, provided that the Company Board may not make an Adverse Recommendation Change or, in the case of a Superior Proposal, terminate this Agreement pursuant to Section 8.01(d), unless: (i) the Company has complied in all material respects with this Section 6.02; (ii) the Company has provided prior written notice to Parent at least three (3) Business Days in advance (the “Notice Period”) of taking such action, which notice shall advise ParentParent of the circumstances giving rise to the proposed Adverse Recommendation Change, and, in the case of a Superior Proposal, that the Company Board has received a Superior Proposal and shall include a copy of such Superior Proposal and all other material transaction agreements and other material documents relating (including copies of any materials related to such Superior Proposal (or, where no such copy is available, a description of the material terms and conditions of such Superior Proposalany proposed financing commitments with respect thereto with customary redactions), or, in cases involving an Intervening Event, of the circumstances giving rise to the Adverse Recommendation Change; (iii) during the Notice Period, the Company has and has caused its financial advisors and outside legal counsel to negotiate negotiated with Parent and its Representatives in good faith (to the extent that Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that, in the case of a Superior Proposal, such Superior Proposal ceases to constitute (in the reasonable judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counselBoard) a Superior Proposal, or in cases not involving an Intervening Eventa Superior Proposal, the failure to make such Adverse Recommendation Change (in the reasonable judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counsel) would no longer reasonably be expected to be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; and (iv) the Company Board has determined in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to by Parent, if any, and after consultation with the Company’s financial advisors and outside legal counsel, that, in the case of a Superior Proposal, such Superior Proposal remains a Superior Proposal or, in cases not involving an Intervening Eventa Superior Proposal, that the failure to make such Adverse Recommendation Change would continues to reasonably be expected to be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law. If during the Notice Period any material revisions are made to the Superior Proposal, then the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 6.02(d5.03(d) with respect to such new written notice; provided, however, that for purposes of this sentence, references to the three (3) Business Day period above shall be deemed to be references to a two (2) Business Day period. (e) Nothing contained in this Agreement shall will: (i) prohibit the Company or the Company Board from making a factually accurate public statement describing an Alternative Proposal and the operation of this Agreement with respect thereto in order to comply with its disclosure obligations under applicable Law with regard to such Alternative Proposal; or (ii) prevent the Company or the Company Board from (A) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act, (B) complying with Item 1012(a) of Regulation M-A under the Exchange Act, or (C) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14e-2 under the Exchange Act or complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Alternative Proposal Proposal; provided, however, that the Company Board shall not effect an Adverse Recommendation Change except in accordance with Section 5.03(d). (f) From and after the date of this Agreement, the Company and the Company Subsidiaries shall not, directly or from making indirectly, terminate, amend, modify, waive, release or fail to enforce any disclosure standstill or similar provision of any Contract to which the Company or any Company Subsidiary is a party or any anti-takeover Law unless in the good faith judgment of the Company Board, after consultation with the Company’s stockholders if the Company Board (after consultation with independent financial advisors and outside legal counsel) concludes that its , the failure to do so grant any such termination, amendment, modification, waiver, release or failure to enforce such agreement, provision or Law would reasonably be expected to be inconsistent with its the directors’ exercise of their fiduciary duties under applicable Law; provided . The Company shall provide written notice to Parent of any such termination, amendment, modification, waiver, release or failure to enforce concurrent with its determination to terminate, amend, modify, waive, release or fail to enforce such agreement, provision or Law concurrently with the decision of the Company Board to take such action. (g) The Company acknowledges and agrees that in the event that any Adverse Recommendation Change may only be made in accordance with Section 6.02(d). For of the avoidance of doubtCompany Subsidiaries or its or their Representatives takes any action that, any public disclosure (other than any “stop, look and listen” statement) if taken by the Company, any Company Subsidiary or the Company Board relating to any determination or other action by the Company Board or the Company with respect to any Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the Company Recommendation in such disclosure. Notwithstanding the foregoing, would constitute a factually accurate public statement that describes the Company’s receipt breach of an Alternative Proposal and the operation of the Agreement with respect thereto (in which the Company indicates that it has not changed the Company Recommendation) shall not, in and of itself, be deemed an Adverse Recommendation Change; it being understood that any disclosure contemplated by the foregoing relating to an Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board indicates that it has not changed the Company Recommendation in such disclosure. (f) If (i) any public announcement regarding an Alternative Proposal is made by any of the Company’s Representatives or by the Person making such Alternative Proposal, (ii) within three Business Days following such public announcement, Parent delivers to the Company in writing a request that the Company Board expressly publicly reaffirm the Company Recommendation (which such request may be made by Parent only once with respect to such Alternative Proposal, unless any revisions are made to such Alternative Proposal in which case an additional request may be made by Parent once with respect to each such revised Alternative Proposal), and (iii) the Company Board does not expressly publicly reaffirm the Company Recommendation during the period of three Business Days following the delivery to the Company of such requestthis Section 5.03, then the Company shall be deemed to have made an Adverse Recommendation Change at 11:59 p.m., New York City time, on the last day of such period of three Business Days. (g) For purposes be in breach of this Agreement:Section 5.03.

No Solicitation by the Company; Company Board Recommendation. (a) Except as expressly permitted by Section 6.02(b) and Section 6.02(d), the The Company agrees that neither it shall, and it shall cause each nor any of the Company Subsidiaries toshall, and that it shall direct, and use reasonable best efforts to cause, direct its and their respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors, advisors and agents and other representatives of the Company or the Company Subsidiaries (such directors, officers, employees, accountants, consultants, legal counsel, financial advisors, agents and other representatives, collectively, “Representatives”), to: (i) immediately cease any existing solicitations, discussions or negotiations with any Persons that may be ongoing with respect to any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead not to, an Alternative Proposal (an “Inquiry”), any Alternative Proposal or any proposal that could be reasonably expected to result in an Alternative Proposal; (ii) promptly request the return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one-year period prior to the date of this Agreement, made or indicated an intention to make, or engaged in diligence or substantive discussions with respect to, an Alternative Proposal; (iii) immediately cease access to any Person (other than Parent and its Affiliates and its and their Representatives and the Company and its Representatives) to any electronic data room maintained by the Company with respect to the transactions contemplated by this Agreement or any Alternative Proposal; and (iv) not, and shall not publicly announce any intention to, directly or indirectly, (Ai) solicit, solicit or initiate, or knowingly encourageencourage (including by providing information or assistance), facilitate or induce any Inquiry or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal, (B) furnish information to or afford access to the business, employees, officers, contracts, properties, assets, books or records of the Company and the Company Subsidiaries to any Person that could reasonably be expected to lead to, or in connection with, an Inquiry or an Alternative Proposal, (C) enter into, continue or maintain discussions or negotiations with any Person with respect to an Inquiry or an Alternative Proposal, (Dii) participate in or knowingly facilitate any discussions or negotiations (other than informing Persons of the provisions set forth in this Section 6.02, solely in response to a bona fide unsolicited Inquiry after the date hereof5.02) regarding, or furnish or cause to be furnished to any Person or “Group” (as such term is defined in Section 13(d) of under the Exchange Act) any nonpublic information with respect to the Companyto, or take any other action to facilitate any Inquiryinquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead to, an Alternative Proposal, (Eiii) approve, agree to, accept, endorse or recommend any Alternative Proposal, (Fiv) submit to a vote of its stockholders, approve, endorse or recommend any Alternative Proposal, (G) grant any waiver, amendment or release under any state antitakeover statute, (H) grant any waiver, amendment or release under any confidentiality or standstill agreement or provisions of similar effect to which it is a party or of which it is a beneficiary and shall enforce any such provisions (provided that the Company shall not be required to enforce, and shall be permitted to waive, any provision that prohibits or purports to prohibit a proposal being made to the Company Board on a confidential basis to the extent that the Company Board determines, in its good faith judgment (after consultation with the Company’s outside legal counsel), that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law (provided that the Company shall promptly notify Parent after the Company Board makes such determination)), (I) effect any Adverse Recommendation Change, or (Jv) enter into any letter of intent or agreement in principle or any agreement providing for any Alternative Proposal (except for confidentiality agreements permitted under Section 6.02(b5.02(b)). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.02(a) (including any direction hereunder5.02(a) by any Representative of the Company or any Company Subsidiary shall constitute a breach of this Section 6.02(a5.02(a) by the Company. (b) Notwithstanding anything to the contrary in Section 6.02(a5.02(a), if the Company or any of its Subsidiaries or any of its or their respective Representatives receives a an unsolicited, written Alternative Proposal that was unsolicited after the date hereof by any Person or “Group” at any time prior to the Company Stockholder Approval Stockholders Meeting that did not result from or arise in connection with a breach of Section 6.02(a5.02(a), the Company and its Representatives may, prior to (but not after) obtaining the Company Stockholder Approval, take the actions set forth in subsections (iA) and (iiB) of this Section 6.02(b5.02(b) if the Company Board (including or any duly authorized committee thereof) has determined, in its good faith judgment (after consultation with the Company’s financial advisors and outside legal counsel), that such Alternative Proposal constitutes or could would reasonably be expected to lead to a Superior Proposal and that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law: (iA) obtain from such Person or “Group” an executed confidentiality agreement containing terms at least as restrictive in all material respects with respect to such Person or “Group” as the terms of the Confidentiality Agreement are with respect to Parent (it being agreed that such confidentiality agreement shall include a standstill agreement but may permit submission of non-public, private proposals to the Company Board) and, (ii) following the entry into such confidentiality agreement, furnish information to such Person or “Group,” ”, and (B) enter into discussions and negotiations with with, such Person or “Group” with respect to such Alternative Proposal and afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries in response to such Alternative Proposal. (c) Promptly (but in no event more than twenty-four 24 hours) following receipt of any Alternative Proposal or any Inquiryrequest for nonpublic information or any inquiry that could reasonably be expected to lead to any Alternative Proposal, the Company shall advise Parent in writing (including by email in accordance with Section 9.07) of the receipt of such Alternative Proposal Proposal, request or Inquiryinquiry, and the terms and conditions of such Alternative Proposal Proposal, request or Inquiry inquiry (including, in each case, the identity of the Person or “Group” making any such Alternative Proposal Proposal, request or Inquiryinquiry), and the Company shall as promptly as practicable provide to Parent (i) a copy of such Alternative Proposal Proposal, request or Inquiryinquiry, if in writing, or (ii) a written summary of the material terms of such Alternative Proposal Proposal, request or Inquiryinquiry, if oral. The Company agrees that it shall provide to Parent (on a substantially simultaneous basis) any non-public information concerning the Company or any of its Subsidiaries that may be provided (pursuant to Section 6.02(b5.02(b)) to any other Person or “Group” in connection with any written Alternative Proposal or Inquiry that has not previously been provided to Parent. In addition, the Company shall provide Parent as promptly as practicable with notice setting forth all such information as is reasonably necessary to keep Parent informed on a current basis in all material respects of all material communications regarding such Alternative Proposal or Inquiry (including material amendments or proposed material amendments thereto (including all pricing changes))to) such Alternative Proposal, request or inquiry. (d) Notwithstanding anything herein to the contrary, at any time prior to the Company Stockholder ApprovalStockholders Meeting, the Company Board may (i) solely upon the occurrence of an Intervening Event or in the event that the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d5.02(d)), the Company Board may withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being an “Adverse Recommendation Change”) (including, for the avoidance of doubt, recommending against the Merger or approving, endorsing or recommending any Alternative Proposal) and (ii) and, if the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d5.02(d)), terminate this Agreement pursuant to Section 8.01(d) to enter into a definitive written agreement providing for such Superior Proposal simultaneously with the termination of this Agreement, in the case of clauses (i) and (ii), if the Company Board has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; provided, provided that the Company Board may not make an Adverse Recommendation Change or, in the case of a Superior Proposal, terminate this Agreement pursuant to Section 8.01(d), unless: (i) the Company has complied in all material respects with this Section 6.025.02; (ii) the Company has provided prior written notice to Parent at least three four Business Days in advance (the “Notice Period”) of taking such action, which notice shall advise Parent, in the case of a Superior Proposal, that the Company Board has received a Superior Proposal and shall include a copy of such Superior Proposal and all other material transaction agreements and other material documents relating to such Superior Proposal (or, where no such copy is available, a description of the material terms and conditions of such Superior Proposal), or, in cases involving an Intervening Event, of the circumstances giving rise to the Adverse Recommendation Change; (iii) during the Notice Period, the Company has and has caused its financial advisors and outside legal counsel to negotiate with Parent in good faith (to the extent Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that, in the case of a Superior Proposal, such Superior Proposal ceases to constitute (in the judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counselBoard) a Superior Proposal, or in cases involving an Intervening Event, the failure to make such Adverse Recommendation Change (in the judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counselBoard) would no longer be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; and (iv) the Company Board has determined in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to by Parent, if any, and after consultation with the Company’s financial advisors and outside legal counsel, that, in the case of a Superior Proposal, such Superior Proposal remains a Superior Proposal or, in cases involving an Intervening Event, that the failure to make such Adverse Recommendation Change would continues to be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law. If during the Notice Period any revisions are made to the Superior Proposal, the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 6.02(d5.02(d) with respect to such new written notice; provided, however, that for purposes of this sentence, references to the three four Business Day period above shall be deemed to be references to a two Business Day period. (e) The Company and its Subsidiaries shall, and the Company shall direct its and their respective Representatives to, (i) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any offer or proposal that constitutes, or may reasonably be expected to lead to, an Alternative Proposal, (ii) request the prompt return or destruction of all confidential information previously furnished to any Person (other than Parent) that has, within the one year period prior to the date of this Agreement, made or indicated an intention to make, or engaged in diligence or substantive discussions with respect to, an Alternative Proposal and (iii) not waive or amend any “standstill” provision or provisions of similar effect to which it is a party or of which it is a beneficiary and shall strictly enforce any such provisions. (f) Nothing contained in this Agreement shall prevent the Company or the Company Board from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Alternative Proposal or from making any disclosure to the Company’s stockholders if the Company Board (after consultation with outside legal counsel) concludes that its failure to do so would be inconsistent with its fiduciary duties under applicable Law; provided that any Adverse Recommendation Change may only be made in accordance with Section 6.02(d5.02(d). For the avoidance of doubt, any public disclosure (other than any “stop, look and listen” statement) by the Company, any Company Subsidiary or the Company Board relating to any determination or other action by the Company Board or the Company with respect to any Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the Company Recommendation in such disclosure. Notwithstanding the foregoing, a factually accurate public statement that describes the Company’s receipt of an Alternative Proposal and the operation of the this Agreement with respect thereto (in which the Company indicates that it has not changed the Company Recommendationwithout including such reaffirmation) shall not, in and of itself, not be deemed an Adverse Recommendation Change; it being understood that any disclosure contemplated by the foregoing relating to an Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board indicates that it has not changed the Company Recommendation in such disclosure. (fg) If (i) any public announcement regarding an Alternative Proposal is made by the Company, any of the Company Subsidiaries or any of the Company’s Representatives or by the Person making such Alternative Proposal, (ii) within three five Business Days following such public announcement, Parent delivers to the Company in writing a request that the Company Board expressly publicly reaffirm the Company Recommendation (which such request may be made by Parent only once with respect to such Alternative Proposal, unless any revisions are made to such Alternative Proposal in which case an additional request may be made by Parent once with respect to each such revised Alternative Proposal)Recommendation, and (iii) the Company Board does not expressly publicly reaffirm the Company Recommendation during the period of three five Business Days following the delivery to the Company of such request, then the Company shall be deemed to have made an Adverse Recommendation Change at 11:59 p.m., New York City time, on the last day of such period of three five Business Days. (gh) For purposes of this Agreement:

No Solicitation by the Company; Company Board Recommendation. (a) Except as expressly permitted by this Section 6.02(b) and Section 6.02(d)5.03, the Company agrees that it shall, and it shall cause each of the Company Subsidiaries to, (and that it shall direct, and use reasonable best efforts to cause, instruct its and their respective directors, officers, managers, employees, accountants, consultants, legal counsel, financial advisors, advisors and agents and other representatives of the Company or the Company Subsidiaries (such directors, officers, employees, accountants, consultants, legal counsel, financial advisors, agents and other representatives, collectively, “Representatives”), ) to: (i) following execution of this Agreement, immediately cease any existing solicitations, discussions or negotiations with any Persons that may be ongoing with respect to any inquiry, proposal, discussion, offer or request that constitutes, constitutes or could reasonably be expected to lead to, to an Alternative Proposal (an “Inquiry”), any Alternative Proposal or any proposal that could be reasonably expected to result in an Alternative Proposal; (ii) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one-year one (1)-year period prior to the date of this Agreement, made or indicated an intention to make, or engaged in diligence or substantive discussions with respect to, make an Alternative Proposal; (iii) immediately cease access from and after the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to any Person (other than Parent and its Affiliates and its and their Representatives and the Company and its Representatives) to any electronic data room maintained by the Company with respect Section 8.01, subject to the transactions contemplated by other provisions of this Agreement or any Alternative Proposal; and (iv) Section 5.03, not, and not publicly announce any intention to, directly or indirectly, (A) solicit, initiate, knowingly encourage, encourage or facilitate or induce any Inquiry or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative ProposalInquiry, (B) furnish non-public information to or afford access to the business, employees, officers, contracts, properties, assets, books or and records of the Company and the Company Subsidiaries to any Person that could reasonably be expected to lead to, or in connection with, with an Inquiry or an Alternative Proposal, (C) enter into, continue or maintain otherwise participate in any discussions or negotiations with any Person with respect to an Inquiry or an Alternative Proposal, (D) participate in or knowingly facilitate any discussions or negotiations Proposal (other than informing Persons of the provisions set forth in this Section 6.02, solely in response to a bona fide unsolicited Inquiry after the date hereofAgreement) regarding, or furnish or cause to be furnished to any Person or “Group” (as such term is defined in Section 13(d) of the Exchange Act) any information with respect to the Company, or take any other action to facilitate any Inquiry, (E) approve, agree to, accept, endorse or recommend any Alternative Proposal, (F) submit to a vote of its stockholders, approve, endorse or recommend any Alternative Proposal, (GD) grant any waiver, amendment or release under any state antitakeover statute, (H) grant any waiver, amendment or release under standstill provision of any confidentiality or standstill similar agreement to which the Company or any Company Subsidiary is a party; and (iv) until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, subject to the other provisions of similar effect this Section 5.03, not, directly or indirectly, (A) approve, agree to, accept, endorse, recommend or submit to which a vote of its shareholders any Alternative Proposal, (B) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent and Merger Sub, the Company Recommendation, or make any public statement, filing or release inconsistent with the Company Recommendation (including, for the avoidance of doubt, recommending against the Merger or approving, endorsing or recommending any Alternative Proposal), (C) fail to publicly recommend against any Alternative Proposal or fail to publicly reaffirm the Company Recommendation, in each case within five (5) Business Days after Parent so requests in writing (it is a party or of which it is a beneficiary and shall enforce any such provisions (provided being understood that the Company shall not be required will have no obligation to enforcemake such reaffirmation on more than three (3) occasions), and shall be permitted (D) fail to waiverecommend against any Alternative Proposal subject to Regulation 14D under the Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Alternative Proposal, any provision that prohibits or purports (E) fail to prohibit a proposal being made to include the recommendation of the Company Board on a confidential basis to in favor of approval and adoption of this Agreement and the extent that Merger in the Company Board determines, in its good faith judgment Proxy Statement (after consultation with any of the Company’s outside legal counsel), that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law foregoing clauses (provided that the Company shall promptly notify Parent after the Company Board makes such determination)), A) through (IE) effect any being an “Adverse Recommendation Change, ”) or (JF) enter into any letter of intent or agreement in principle or any agreement providing for any Alternative Proposal or that would reasonably be expected to lead to an Alternative Proposal or that contradicts this Agreement or requires the Company to abandon this Agreement (except for confidentiality agreements permitted under Section 6.02(bAcceptable Confidentiality Agreements)). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.02(a) (including any direction hereunder) by any Representative of the Company or any Company Subsidiary shall constitute a breach of this Section 6.02(a) by the Company. (b) Notwithstanding anything to the contrary in Section 6.02(a5.03(a), if the Company or any of its Subsidiaries Company Subsidiary or any of its or their respective Representatives receives prior to obtaining the Company Shareholder Approval a written Alternative Proposal that was unsolicited after the date hereof by any Person or “Group” at any time prior to the Company Stockholder Approval that did was not result from or arise solicited in connection with a material breach of Section 6.02(a5.03(a), the Company and its Representatives may, prior to (but not after) obtaining the Company Stockholder Shareholder Approval, take the actions set forth in subsections (i) and (ii) of this Section 6.02(b5.03(b) if the Company Board (including or any duly authorized committee thereof) has determined, determined in its good faith judgment (after consultation with the Company’s its financial advisors and outside legal counseladvisors), that such Alternative Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law: (i) obtain from such Person or “Group” an executed confidentiality agreement containing terms at least as restrictive in all material respects with respect to such Person or “Group” as the terms of the Confidentiality Agreement are with respect to Parent (it being agreed that such confidentiality agreement shall include a standstill agreement but may permit submission of furnish non-public, private proposals to the Company Board) and, (ii) following the entry into such confidentiality agreement, furnish public information to such Person or “Group,” enter into discussions and negotiations with such Person or “Group” with respect to such Alternative Proposal and afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to the Person who made such Alternative Proposal and such Person’s Representatives pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements (provided that the Company has previously furnished, made available or provided access to Parent to any such non-public information or substantially concurrently (and in response to any event within twenty-four (24) hours thereafter) does so); and (ii) enter into, continue or otherwise participate in any discussions or negotiations with any Person regarding such Alternative Proposal. (c) Promptly Reasonably promptly (but in no event more than twenty-four (24) hours) following the Company’s receipt of any Alternative Proposal or any Inquiryfrom and after the date of this Agreement, the Company shall advise Parent in writing (including by email in accordance with Section 9.07) of the receipt of such Alternative Proposal or InquiryProposal, and the terms and conditions of such Alternative Proposal or Inquiry (including, in each case, the identity of the Person or “Group” making any such Alternative Proposal or InquiryProposal), and the Company shall as reasonably promptly as practicable provide to Parent Parent: (i) a copy of such Alternative Proposal or InquiryProposal, if in writing, ; or (ii) a written summary of the material terms of such Alternative Proposal or InquiryProposal, if oral. The Company agrees that it shall provide to Parent (on a substantially simultaneous basis) any non-public information concerning the Company or any of its Subsidiaries that may be provided (pursuant to Section 6.02(b)) to any other Person or “Group” in connection with any Alternative Proposal or Inquiry that has not previously been provided to Parent. In addition, the Company shall provide Parent as promptly as practicable with notice setting forth all such information as is reasonably necessary to keep Parent reasonably informed on a current basis in all material respects on a reasonably current basis, or upon Parent’s reasonable request, of all the status and material communications regarding such Alternative Proposal or Inquiry terms of (including material amendments or revisions or proposed material amendments thereto (including all pricing changes))or revisions to) such Alternative Proposal. (d) Notwithstanding anything herein to the contrary, at any time prior to (but not after) obtaining the Company Stockholder Shareholder Approval, the Company Board may (i) solely upon the occurrence of an Intervening Event or in the event that the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d))may, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being an “Adverse Recommendation Change”) (including, for the avoidance of doubt, recommending against the Merger or approving, endorsing or recommending any Alternative Proposal) and (ii) if the Company has received an Alternative Proposal from any Person that is not withdrawn and the Company concludes in good faith constitutes a Superior Proposal Proposal, (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d)), i) make an Adverse Recommendation Change or (ii) terminate this Agreement pursuant to Section 8.01(d) to enter into a definitive written agreement providing for such Superior Proposal simultaneously with the termination of this Agreement, in the each case of clauses only if (iA) and (ii), if the Company Board (or any committee thereof) has determined in good faith, faith (after consultation with its financial and outside legal counseladvisors), that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law, (B) the Company Board (or any committee thereof) has determined in good faith (after consultation with its financial and outside legal advisors) that such Alternative Proposal constitutes a Superior Proposal and (C) the Company has complied in all material respects with this Section 5.03 with respect to such Alternative Proposal; provided, however, that (1) no Adverse Recommendation Change may be made and (2) no termination of this Agreement pursuant to this Section 5.03(d) and Section 8.01(d) may be effected, in each case until after the fourth (4th) Business Day (the “Notice Period”) following Parent’s receipt of a written notice from the Company advising Parent that the Company has received an Alternative Proposal that is not withdrawn and that the Company Board (or any committee thereof) has concluded in good faith constitutes a Superior Proposal and, absent any revision to the terms and conditions of this Agreement, the Company Board (or any committee thereof) intends to make an Adverse Recommendation Change on account of such Alternative Proposal or terminate this Agreement pursuant to this Section 5.03(d) and Section 8.01(d) (a “Notice of Superior Proposal”) and specifying the reasons therefor, including the terms and conditions of any such Superior Proposal (including copies of all relevant documents in the Company’s possession relating to such Superior Proposal) and the identity of the party making the Superior Proposal (in each case to the extent not previously provided by the Company to Parent). During the Notice Period, the Company shall, and shall cause its Representatives to (1) negotiate with Parent and its Representatives in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that the Alternative Proposal would cease to constitute a Superior Proposal and (2) permit Parent and its Representatives to make a presentation to the Company Board (or a committee thereof) regarding this Agreement and any adjustments with respect thereto (to the extent Parent desires to make such presentation). Any material amendment to the financial terms or any other material amendment of such Superior Proposal shall require a new Notice of Superior Proposal and the Company shall be required to comply again with the requirements of this Section 5.03(d), including the Notice Period (it being understood that the “Notice Period” in respect of such new Notice of Superior Proposal will be two (2) Business Days). In determining whether an Alternative Proposal constitutes a Superior Proposal, the Company Board (or committee thereof) shall take into account any changes to the terms and conditions of this Agreement timely proposed by Parent in response to a Notice of Superior Proposal. (e) Notwithstanding anything herein to the contrary, at any time prior to (but not after) obtaining the Company Shareholder Approval, the Company Board may make an Adverse Recommendation Change in response to an event, occurrence, change, effect, condition, development or state of facts or circumstances (other than related to an Alternative Proposal) arising after the date of this Agreement that was neither known to, nor reasonably foreseeable by, the Company Board prior to the date of this Agreement (an “Intervening Event”), only if the Company Board (or any committee thereof) has determined in good faith (after consultation with its financial and outside legal advisors) that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; provided, however, that no Adverse Recommendation Change may be made until the conclusion of the Notice Period following Parent’s receipt of a written notice from the Company advising Parent that absent any revision to the terms and conditions of this Agreement, the Company Board may not (or any committee thereof) intends to make an Adverse Recommendation Change or, in the case of a Superior Proposal, terminate this Agreement pursuant due to Section 8.01(d), unless: (i) the Company has complied in all material respects with this Section 6.02; (ii) the Company has provided prior written notice to Parent at least three Business Days in advance (the “Notice Period”) of taking such action, which notice shall advise Parent, in the case of a Superior Proposal, that the Company Board has received a Superior Proposal and shall include a copy of such Superior Proposal and all other material transaction agreements and other material documents relating to such Superior Proposal (or, where no such copy is available, a description of the material terms and conditions of such Superior Proposal), or, in cases involving an Intervening Event, of Event and specifying in reasonable detail the circumstances giving rise to the reasons for such Adverse Recommendation Change; (iii) during . During the Notice Period, the Company has shall, and has caused shall cause its financial advisors and outside legal counsel Representatives to (1) negotiate with Parent and its Representatives in good faith (to the extent Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that, in the case of a Superior Proposal, such Superior Proposal ceases to constitute (in the judgment of that the Company Board after consultation with the Company’s financial advisors and outside legal counsel(or committee thereof) a Superior Proposal, or in cases involving an Intervening Event, the failure to make such Adverse Recommendation Change (in the judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counsel) would no longer be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; and (iv) the Company Board has determined in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to by Parent, if any, and after consultation with the Company’s financial advisors and outside legal counsel, that, in the case of a Superior Proposal, such Superior Proposal remains a Superior Proposal or, in cases involving an Intervening Event, determines that the failure to make such an Adverse Recommendation Change in response to such Intervening Event would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law. If during the Notice Period any revisions are made Applicable Law and (2) permit Parent and its Representatives to make a presentation to the Superior ProposalCompany Board (or committee thereof) regarding this Agreement and any adjustments with respect thereto (to the extent Parent desires to make such presentation). In determining whether to make an Adverse Recommendation Change in response to an Intervening Event, the Company Board (or a committee thereof) shall deliver a new written notice take into account any changes to Parent the terms and shall comply with the requirements conditions of this Section 6.02(d) with respect Agreement timely proposed by Parent in response to such new written notice; provided, however, that for purposes of this sentence, references to the three Business Day period above shall be deemed to be references to a two Business Day periodIntervening Event. (ef) Nothing contained in this Agreement shall prevent the Company or the Company Board (or any committee thereof) from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Alternative Proposal or from making any disclosure to the Company’s stockholders if the Company Board shareholders required (after consultation with outside legal counseladvisors) concludes that its failure to do so would be inconsistent with its fiduciary duties under applicable Law; provided that any Adverse Recommendation Change may only be made in accordance with Section 6.02(d). For the avoidance of doubt, any public disclosure (other than any “stop, look and listen” statement) by the Company, any Company Subsidiary or the Company Board relating to any determination or other action by the Company Board or the Company with respect to any Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the Company Recommendation in such disclosure. Notwithstanding the foregoing, a factually accurate public statement that describes the Company’s receipt of an Alternative Proposal and the operation of the this Agreement with respect thereto (in which the Company indicates that it has shall not changed the Company Recommendation) shall not, in and of itself, be deemed an Adverse Recommendation Change; it being understood . (g) The Company agrees that any disclosure contemplated breach of this Section 5.03 by any of the foregoing relating Company Subsidiaries or its or their Representatives (other than any inadvertent breaches thereof not intended to result in an Alternative Proposal Proposal) shall be deemed to be an Adverse Recommendation Change unless a breach of this Agreement by the Company Board indicates that it has not changed the Company Recommendation in such disclosureCompany. (f) If (i) any public announcement regarding an Alternative Proposal is made by any of the Company’s Representatives or by the Person making such Alternative Proposal, (ii) within three Business Days following such public announcement, Parent delivers to the Company in writing a request that the Company Board expressly publicly reaffirm the Company Recommendation (which such request may be made by Parent only once with respect to such Alternative Proposal, unless any revisions are made to such Alternative Proposal in which case an additional request may be made by Parent once with respect to each such revised Alternative Proposal), and (iii) the Company Board does not expressly publicly reaffirm the Company Recommendation during the period of three Business Days following the delivery to the Company of such request, then the Company shall be deemed to have made an Adverse Recommendation Change at 11:59 p.m., New York City time, on the last day of such period of three Business Days. (gh) For purposes of this Agreement:

No Solicitation by the Company; Company Board Recommendation. (a) Except as expressly permitted by Section 6.02(b5.04(b) and or Section 6.02(d5.04(d), the Company agrees that it shall, and it shall cause each of the Company Subsidiaries toSubsidiaries, and that it shall direct, and use reasonable best efforts to cause, its and their respective officers, directors, officers, managers or employees, and shall instruct its accountants, consultants, legal counsel, financial advisors, investment bankers and agents and other representatives (collectively, “Representatives”) of the Company or the Company Subsidiaries (such directors, officers, employees, accountants, consultants, legal counsel, financial advisors, agents and other representatives, collectively, “Representatives”)Subsidiaries, to: (i) immediately cease any existing solicitations, discussions or negotiations with any Persons that may be ongoing with respect to any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, an Alternative Proposal (an “Inquiry”), any Alternative Proposal or any proposal that could be reasonably expected to result in an Alternative Proposal; (ii) promptly request the return or destruction (of, and terminate access to the extent provided for by the applicable confidentiality agreement) of all any data room containing, any confidential information of the Company previously furnished to any Person (other than Parent) that has, within the one-year period prior to the date of this Agreement, made or indicated an intention to make, or engaged in diligence or substantive discussions connection with respect to, an Alternative Proposal; (iii) immediately cease access to any Person (other than Parent and its Affiliates and its and their Representatives and the Company and its Representatives) to any electronic data room maintained by the Company with respect to the transactions contemplated by this Agreement or any a potential Alternative Proposal; and (iviii) from the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, subject to the other provisions of this Section 5.04, not, and not to publicly announce any intention to, directly or indirectly, (A) solicit, initiate, knowingly encourageencourage or facilitate any inquiry, facilitate discussion, offer or induce any Inquiry or the making of any proposal request that constitutes, or could would reasonably be expected to lead to, any an Alternative ProposalProposal (an “Inquiry”) (it being understood and agreed that ministerial acts that are not otherwise prohibited by this Section 5.04 (such as responding to unsolicited phone calls solely to reference the restrictions in this Section 5.04) shall not be deemed to “facilitate” for purposes of, or otherwise constitute a violation of this Section 5.04), (B) furnish non-public information to or afford access to the business, employees, officers, contracts, properties, assets, books or records of regarding the Company and the Company Subsidiaries to any Person that could reasonably be expected to lead to, or in connection with, with an Inquiry or an Alternative Proposal, (C) enter into, continue or maintain discussions or negotiations with any Person with respect to an Inquiry or an Alternative Proposal, (D) otherwise cooperate with or assist or participate in or knowingly facilitate any discussions or negotiations (other than informing Persons of the provisions set forth in this Section 6.02, solely in response 5.04 or contacting any person making an Alternative Proposal to a bona fide unsolicited Inquiry after ascertain facts or clarify terms and conditions for the date hereofsole purpose of the Company Board reasonably informing itself about such Alternative Proposal) regarding, or furnish or cause to be furnished to any Person or “Group” (as such term is defined in Section 13(d) of the Exchange Act) any non-public information with respect to the Companyto, or take any other action to facilitate any Inquiryinquiries or the making of any proposal that constitutes, or could be reasonably expected to result in, an Alternative Proposal, (E) approve, agree to, accept, endorse endorse, recommend, execute or recommend enter into any Alternative Proposal, (F) submit to a vote of its stockholders, approve, endorse or recommend any Alternative Proposal, (G) grant any waiver, amendment or release under any state antitakeover statute, (H) grant any waiver, amendment or release under any confidentiality or standstill agreement or provisions of similar effect to which it is a party or of which it is a beneficiary and shall enforce any such provisions (provided that the Company shall not be required to enforce, and shall be permitted to waive, any provision that prohibits or purports to prohibit a proposal being made to the Company Board on a confidential basis to the extent that the Company Board determines, in its good faith judgment (after consultation with the Company’s outside legal counsel), that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law (provided that the Company shall promptly notify Parent after the Company Board makes such determination)), (I) effect any Adverse Recommendation Change, Change or (JH) enter into or agree to enter into any letter of intent or intent, memorandum of understanding, agreement in principle or any merger, acquisition, confidentiality or similar agreement providing for contemplating or otherwise relating to any Alternative Proposal (except for confidentiality agreements permitted under Section 6.02(b)). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.02(a) (including any direction hereunder) by any Representative of the Company or any Company Subsidiary shall constitute a breach of this Section 6.02(a) by the CompanyProposal. (b) Notwithstanding anything to the contrary in Section 6.02(a5.04(a), if the Company or any of its Subsidiaries or any of its or their respective Representatives receives a written Alternative Proposal that was unsolicited after the date hereof by any Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) at any time prior to the receipt of the Company Stockholder Approval that did Approval, if the Company has not result from or arise in connection with a breach of materially breached its obligations under Section 6.02(a5.04(a), the Company and its Representatives may, prior to (but not after) obtaining the receipt of the Company Stockholder Approval, take the actions set forth in subsections clauses (i) and or (ii) of this Section 6.02(b5.04(b) if the Company Board (including or any duly authorized committee thereof) has determined, in its good faith judgment (after consultation with the Company’s financial advisors and outside legal counsel), that such Alternative Proposal constitutes or could would reasonably be expected to lead to a Superior Proposal and that the failure to take such action would reasonably be expected to be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law: (i) obtain from such Person or “Group” an executed confidentiality agreement containing terms at least as restrictive in all material respects with respect to such Person or “Group” as the terms of the Confidentiality Agreement are with respect to Parent (it being agreed that such confidentiality agreement shall include a standstill agreement but may permit submission of furnish non-public, private proposals to the Company Board) and, (ii) following the entry into such confidentiality agreement, furnish public information to such Person or “Group,” enter into discussions and negotiations with such Person or “Group” with respect to such Alternative Proposal and afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to the Person or “Group” making such Alternative Proposal in response to such Alternative Proposal, pursuant to the prior execution of (and the Company and/or Company Subsidiaries may enter into) an Acceptable Confidentiality Agreement; and (ii) enter into and maintain discussions or negotiations with any Person with respect to an Alternative Proposal. (c) Promptly Reasonably promptly (but in no event more than twenty-four 24 hours) following receipt of any Alternative Proposal or any Inquiry, the Company shall advise Parent in writing (including by email in accordance with Section 9.07) of the receipt of such Alternative Proposal or Inquiry, and the terms and conditions of such Alternative Proposal or Inquiry (including, in each case, the identity of the Person or “Group” making any such Alternative Proposal or Inquiry), and the Company shall as reasonably promptly as practicable provide to Parent (i) a copy of such Alternative Proposal or Inquiry, if in writing, ; or (ii) a written summary of the material terms of such Alternative Proposal or Inquiry, if oral. The Company agrees that it shall reasonably promptly provide to Parent (on a substantially simultaneous basis) any non-public information concerning the Company or any of its Subsidiaries that may be provided (pursuant to Section 6.02(b5.04(b)) to any other Person or “Group” in connection with any such Alternative Proposal or Inquiry that has not previously been provided to Parent. In addition, the Company shall provide Parent as promptly as practicable with notice setting forth all such information as is reasonably necessary to keep Parent reasonably informed on a current prompt basis in all of any material respects of all material communications developments regarding such the Alternative Proposal or Inquiry (including any material amendments change to the terms or proposed material amendments thereto (including all pricing changes))status of the Alternative Proposal or Inquiry. (d) Notwithstanding anything herein to the contrary, at any time prior to before, but not after, the Company Stockholder ApprovalApproval is obtained, the Company Board may (i) solely upon any change, event, development, fact, occurrence or circumstance that affects the occurrence business, assets, results of an Intervening Event operation or in the event that financial condition of the Company has received and its Subsidiaries, taken as a Superior Proposal whole (after taking into account the terms of other than any revised offer by Parent pursuant to this Section 6.02(d)Alternative Proposal), that was not known or reasonably foreseeable to the Company as of the date hereof and becomes known prior to the time of the receipt of the Company Stockholder Approval, (A) withdraw, withhold, qualify or modify, or propose publicly to withdraw, withhold, qualify or modify, in a manner adverse to Parent, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation, or (B) fail to publicly affirm the Company Recommendation in writing within ten Business Days after receipt of a written request by Parent to provide such affirmation following a publicly known Alternative Proposal (any of the foregoing being an “Adverse Recommendation Change”) (including, for the avoidance of doubt, recommending against the Merger or approving, endorsing or recommending any Alternative Proposal) ), and (ii) if the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d5.04(d)) and the Company has not materially breached its obligations under Section 5.04(a), terminate this Agreement pursuant to Section 8.01(d) to enter into a definitive written agreement providing for such Superior Proposal simultaneously with the termination of this Agreement, in the case of clauses (i) and (ii), if the Company Board has determined in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; provided, provided that the Company Board may not make an Adverse Recommendation Change or, in the case of a Superior Proposal, terminate this Agreement pursuant to Section 8.01(d), unless: (i) the Company has complied in all material respects with this Section 6.02; (ii) the Company has provided prior written notice to Parent at least three Business Days in advance (the “Notice Period”) of taking such action, which notice shall advise ParentParent of the circumstances giving rise to the Adverse Recommendation Change, and, in the case of a Superior Proposal, that the Company Board has received a Superior Proposal and shall include a copy of such Superior Proposal and all other material transaction agreements and other material documents relating to such Superior Proposal (or, where no such copy is available, a description of the material terms and conditions of such Superior Proposal), orincluding if provided to the Company, in cases involving an Intervening Event, copies of all material documentation relating to such Superior Proposal and the identity of the circumstances giving rise Person making the Superior Proposal (including any proposed financing commitments with respect to the Adverse Recommendation Changesuch Superior Proposal); (iiiii) during the Notice Period, the Company has negotiated, and has caused its financial advisors and outside legal counsel Representatives to negotiate negotiate, with Parent in good faith (to the extent Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement Agreement, each Guaranty and the Commitment Letters so that, in the case of a Superior Proposal, such Superior Proposal ceases to constitute (in the judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counselBoard) a Superior Proposal, or in cases not involving an Intervening Eventa Superior Proposal, the failure to make such Adverse Recommendation Change (in the judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counsel) would no longer reasonably be expected to be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; and (iviii) after the completion of the Notice Period, the Company Board has determined in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to by Parent, if any, and after consultation with the Company’s financial advisors and outside legal counsel, that, in the case of a Superior Proposal, such Superior Proposal remains a Superior Proposal or, in cases not involving an Intervening Eventa Superior Proposal, that the failure to make such Adverse Recommendation Change would continues to be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law. If during the Notice Period any material revisions are made to the Superior Proposal, the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 6.02(d5.04(d) with respect to such new written notice; provided, however, that for purposes of this sentence, references to the three Business Day period above shall be deemed to be references to a two Business Day period. (e) Nothing contained in this Agreement shall prevent the Company or the Company Board from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Alternative Proposal or from making any disclosure to the Company’s stockholders if the Company Board (after consultation with the Company’s outside legal counsel) concludes that its failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; provided that any Adverse Recommendation Change may only be made in accordance with Section 6.02(d). For the avoidance of doubt, any public disclosure (other than any “stop, look and listen” statement) by the Company, any Company Subsidiary or the Company Board relating to any determination or other action by the Company Board or the Company with respect to any Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the Company Recommendation in such disclosure. Notwithstanding the foregoing, a factually accurate public statement that describes the Company’s receipt of an Alternative Proposal and the operation of the this Agreement with respect thereto (in which the Company indicates that it has shall not changed the Company Recommendation) shall not, in and of itself, be deemed an Adverse Recommendation Change; it being understood that any disclosure contemplated by the foregoing relating to an Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board indicates that it has not changed the Company Recommendation in such disclosure. (f) If (i) any public announcement regarding an Alternative Proposal is made by any of the Company’s Representatives or by the Person making such Alternative Proposal, (ii) within three Business Days following such public announcement, Parent delivers to the Company in writing a request that the Company Board expressly publicly reaffirm the Company Recommendation (which such request may be made by Parent only once with respect to such Alternative Proposal, unless any revisions are made to such Alternative Proposal in which case an additional request may be made by Parent once with respect to each such revised Alternative Proposal), and (iii) the Company Board does not expressly publicly reaffirm the Company Recommendation during the period of three Business Days following the delivery to the Company of such request, then the Company shall be deemed to have made an Adverse Recommendation Change at 11:59 p.m., New York City time, on the last day of such period of three Business Days. (g) For purposes of this Agreement:

No Solicitation by the Company; Company Board Recommendation. (a) Except as expressly permitted by Section 6.02(b5.04(b) and Section 6.02(d5.04(d), the Company agrees that it shall, and it shall cause each of the Company Subsidiaries toSubsidiaries, and that it shall directits and their officers and directors, managers or equivalent, and shall use its reasonable best efforts to cause, its and their respective directors, officers, cause any other employees, accountants, consultants, legal counsel, financial advisors, advisors and agents and other representatives of the Company or the Company Subsidiaries (such directors, officers, employees, accountants, consultants, legal counsel, financial advisors, agents and other representatives, collectively, “Representatives”), to: (i) immediately cease any existing solicitations, discussions or negotiations with any Persons that may be ongoing with respect to any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, an Alternative Proposal (an “Inquiry”), any Alternative Proposal or any proposal that could be reasonably expected to result in an Alternative Proposal; (ii) promptly request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one-year period prior to the date of this Agreement, made or indicated an intention to make, or engaged in diligence or substantive discussions with respect to, make an Alternative Proposal; (iii) immediately cease access to any Person (other than Parent and its Affiliates and its and their Representatives and the Company and its Representatives) to any electronic data room maintained by the Company with respect to the transactions contemplated by this Agreement or any Alternative ProposalAgreement; and (iv) from the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, subject to the other provisions of this Section 5.04, not, and not to publicly announce any intention to, directly or indirectly, (A) solicit, initiate, knowingly encourage, encourage or facilitate or induce any Inquiry or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal, (B) furnish non-public information to or afford access to the business, employees, officers, contracts, properties, assets, books or and records of the Company and the Company Subsidiaries to any Person that could would reasonably be expected to lead to, or in connection with, an Inquiry or an Alternative Proposal, (C) enter into, continue or maintain discussions or negotiations with any Person with respect to an Inquiry or an Alternative Proposal, (D) otherwise cooperate with or assist or participate in or knowingly facilitate any discussions or negotiations (other than informing Persons of the existence of the provisions set forth in this Section 6.02, solely 5.04 or contacting any person making an Alternative Proposal (provided that such Alternative Proposal does not result from any willful breach of the restrictions in response this Section 5.04(a)) to a bona fide unsolicited Inquiry after ascertain facts or clarify terms and conditions for the date hereofsole purpose of the Company Board reasonably informing itself about such Alternative Proposal) regarding, or furnish or cause to be furnished to any Person or “Group” (as such term is defined in Section 13(d) of the Exchange Act) any non-public information with respect to the Companyto, or take any other action to facilitate any Inquiryinquiries or the making of any proposal that constitutes, or could be reasonably expected to result in, an Alternative Proposal, (E) approve, agree to, accept, endorse or recommend any Alternative Proposal, (F) submit to a vote of its stockholders, approve, endorse or recommend any Alternative Proposal, (G) grant any waiver, amendment or release under any state antitakeover statuteanti-takeover statute or the Rights Agreement, (H) grant any waiver, amendment or release under any confidentiality or standstill agreement (or provisions of similar effect terminate or fail to which it is a party or of which it is a beneficiary and shall use reasonable best efforts to enforce any such provisions agreement) (provided that the Company shall not be required to enforce, and shall be permitted to waive, any provision that prohibits or purports to prohibit a confidential proposal being made to the Company Board on a confidential basis to the extent that the Company Board determines, in its good faith judgment (after consultation with the Company’s outside legal counsel), that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law (provided that the Company shall promptly notify Parent after the Company Board makes such determination)Board), (I) effect any Adverse Recommendation Change, or (J) enter into any letter of intent or agreement in principle or any agreement providing for any Alternative Proposal (except for confidentiality agreements permitted under Section 6.02(b)Acceptable Confidentiality Agreements). Without limiting the foregoing, it is agreed that any violation of in the restrictions set forth in this Section 6.02(a) (including any direction hereunder) by event any Representative of the Company or any Company Subsidiary shall takes any action, on behalf of the Company, which, if taken by the Company, would constitute a material breach of this Section 6.02(a) by 5.04(a), and the CompanyCompany does not take reasonable action to seek to cure such breach within three Business Days of the date on which the Company obtains Knowledge of such breach, then the Company shall be deemed to be in breach of this Section 5.04(a). (b) Notwithstanding anything to the contrary in Section 6.02(a5.04(a), if the Company or any of its Subsidiaries or any of its or their respective Representatives receives a written an Alternative Proposal (provided that was unsolicited after such Alternative Proposal does not result from any willful breach of the date hereof restrictions in Section 5.04(a)) by any Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) at any time prior to the Company Stockholder Approval that did not result from or arise in connection with a breach of Section 6.02(a)Shareholders Meeting, the Company and its Representatives may, prior to (but not after) obtaining the Company Stockholder ApprovalShareholders Meeting, take the actions set forth in subsections (i) and and/or (ii) of this Section 6.02(b5.04(b) if the Company Board (including or any duly authorized committee thereof) has determined, in its good faith judgment (after consultation with the Company’s financial advisors and outside legal counsel), that such Alternative Proposal constitutes or could would reasonably be expected to lead to a Superior Proposal and that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law: (i) obtain from such Person or “Group” an executed confidentiality agreement containing terms at least as restrictive in all material respects with respect to such Person or “Group” as the terms of the Confidentiality Agreement are with respect to Parent (it being agreed that such confidentiality agreement shall include a standstill agreement but may permit submission of furnish non-public, private proposals to the Company Board) and, (ii) following the entry into such confidentiality agreement, furnish public information to such Person or “Group,” enter into discussions and negotiations with such Person or “Group” with respect to such Alternative Proposal and afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to any Person in response to such Alternative Proposal, pursuant to the prior execution of (and the Company and/or Company Subsidiaries may enter into) an Acceptable Confidentiality Agreement and (ii) enter into and maintain discussions or negotiations with any Person with respect to an Alternative Proposal. (c) Promptly Reasonably promptly (but in no event more than twenty-four 48 hours) following receipt (to the Knowledge of the Company) of any Alternative Proposal or any Inquiry, the Company shall advise Parent in writing (including by email in accordance with Section 9.07) of the receipt of such Alternative Proposal or Inquiry, and the terms and conditions of such Alternative Proposal or Inquiry (including, in each case, the identity of the Person or “Group” making any such Alternative Proposal or Inquiry), and the Company shall as reasonably promptly as practicable provide to Parent (i) a copy of such Alternative Proposal or Inquiry, if in writing, ; or (ii) a written summary of the material terms of such Alternative Proposal or Inquiry, if oral. The Company agrees that it shall reasonably promptly provide to Parent (on a substantially simultaneous basis) any non-public information concerning the Company or any of its Subsidiaries that may be provided (pursuant to Section 6.02(b5.04(b)) to any other Person or “Group” in connection with any such Alternative Proposal or Inquiry that has not previously been provided to Parent. In addition, the Company shall provide Parent as reasonably promptly as practicable with notice setting forth all such information as is reasonably necessary to keep Parent informed on a current basis in all material respects of all material communications regarding such Alternative Proposal or Inquiry (including material amendments or proposed material amendments thereto (including all pricing changes))to) such Alternative Proposal or Inquiry. (d) Notwithstanding anything herein to the contrary, at any time prior to the Company Stockholder ApprovalShareholders Meeting, the Company Board may (i) solely upon in the occurrence case of an Intervening Event or in the event that the Company has received with respect to a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d))Proposal, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being an “Adverse Recommendation Change”) (including, for the avoidance of doubt, recommending against the Merger or approving, endorsing or recommending any Alternative Proposal) and (ii) if the Company has received a Superior Proposal that does not result from a willful breach of the restrictions in Section 5.04(a) (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d5.04(d)), terminate this Agreement pursuant to Section 8.01(d) to enter into a definitive written agreement providing for such Superior Proposal simultaneously with the termination of this Agreement, in the case of clauses (i) and (ii), if the Company Board has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; provided, provided that the Company Board may not make an Adverse Recommendation Change as provided in clause (i) above or, in the case of a Superior Proposal, terminate this Agreement pursuant to Section 8.01(d), unless: (i) the Company has complied in all material respects with this Section 6.02; (ii) the Company has provided prior written notice to Parent at least three Business Days in advance (the “Notice Period”) of taking such action, which notice shall advise ParentParent of the circumstances giving rise to the Adverse Recommendation Change, and, in the case of a Superior Proposal, that the Company Board has received a Superior Proposal and shall include a copy of such Superior Proposal and all other material transaction agreements and other material documents relating to such Superior Proposal (orProposal(or, where no such copy is available, a description of the material terms and conditions of such Superior Proposal), or, in cases involving an Intervening Event, of the circumstances giving rise to the Adverse Recommendation Change; (iiiii) during the Notice Period, the Company has and has caused its financial advisors and outside legal counsel to negotiate with Parent in good faith (to the extent Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement Agreement, the Commitment Letters, and the Guarantee so that, in the case of a Superior Proposal, such Superior Proposal ceases to constitute (in the judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counselBoard) a Superior Proposal, or in cases not involving an Intervening Eventa Superior Proposal, the failure to make such Adverse Recommendation Change (in the judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counsel) would no longer be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; and (iviii) the Company Board has determined in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to by Parent, if any, and after consultation with the Company’s financial advisors and outside legal counsel, that, in the case of a Superior Proposal, such Superior Proposal remains a Superior Proposal or, in cases not involving an Intervening Eventa Superior Proposal, that the failure to make such Adverse Recommendation Change would continues to be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law. If during the Notice Period any revisions are made to the Superior Proposal, the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 6.02(d5.04(d) with respect to such new written notice; provided, however, that for purposes of this sentence, references to the three Business Day period above shall be deemed to be references to a two Business Day period. (e) Nothing contained in this Agreement shall prevent the Company or the Company Board from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Alternative Proposal or from making any disclosure to the Company’s stockholders shareholders if the Company Board (after consultation with outside legal counsel) concludes that its failure to do so would be inconsistent with its fiduciary duties under applicable Law; provided provided, however, that any in no event shall the Company Board effect an Adverse Recommendation Change may only be made except in accordance with Section 6.02(d5.04(d). For the avoidance of doubt, any public disclosure (other than any “stop, look and listen” statement) by the Company, any Company Subsidiary or the Company Board relating to any determination or other action by the Company Board or the Company with respect to any Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the Company Recommendation in such disclosure. Notwithstanding the foregoing, a factually accurate public statement that describes the Company’s receipt of an Alternative Proposal and the operation of the Agreement with respect thereto (in which the Company indicates that it has not changed the Company Recommendation) shall not, in and of itself, be deemed an Adverse Recommendation Change; it being understood that any disclosure contemplated by the foregoing relating to an Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board indicates that it has not changed the Company Recommendation in such disclosure. (f) If (i) any public announcement regarding an Alternative Proposal is made by any of the Company’s Representatives or by the Person making such Alternative Proposal, (ii) within three Business Days following such public announcement, Parent delivers to the Company in writing a request that the Company Board expressly publicly reaffirm the Company Recommendation (which such request may be made by Parent only once with respect to such Alternative Proposal, unless any revisions are made to such Alternative Proposal in which case an additional request may be made by Parent once with respect to each such revised Alternative Proposal), and (iii) the Company Board does not expressly publicly reaffirm the Company Recommendation during the period of three Business Days following the delivery to the Company of such request, then the Company shall be deemed to have made an Adverse Recommendation Change at 11:59 p.m., New York City time, on the last day of such period of three Business Days. (g) For purposes of this Agreement:

No Solicitation by the Company; Company Board Recommendation. (a) Except as expressly permitted by Section 6.02(b5.04(b) and or Section 6.02(d5.04(d), the Company agrees that it shall, and it shall cause each of the Company Subsidiaries toSubsidiaries, and that it shall direct, and use reasonable best efforts to cause, its and their respective officers, directors, officers, managers or employees, and shall instruct its accountants, consultants, legal counsel, financial advisors, advisors and agents and other representatives (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) of the Company or the Company Subsidiaries (such directors, officers, employees, accountants, consultants, legal counsel, financial advisors, agents and other representatives, collectively, “Representatives”)Subsidiaries, to: (i) immediately cease any direct or indirect existing solicitations, discussions or negotiations with any Persons that may be ongoing with respect to any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, an Alternative Proposal (an “Inquiry”), any Alternative Proposal or any proposal that could be reasonably expected to result in an Alternative Proposal; and (ii) promptly request from the return date hereof until the earlier of the Effective Time or destruction (the date, if any, on which this Agreement is terminated pursuant to Section 8.01, subject to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one-year period prior to the date provisions of this AgreementSection 5.04, made or indicated an intention to make, or engaged in diligence or substantive discussions with respect to, an Alternative Proposal; (iii) immediately cease access to any Person (other than Parent and its Affiliates and its and their Representatives and the Company and its Representatives) to any electronic data room maintained by the Company with respect to the transactions contemplated by this Agreement or any Alternative Proposal; and (iv) not, and not to publicly announce any intention to, directly or indirectly, (A) solicit, initiate, knowingly encourageencourage or facilitate any inquiry, facilitate discussion, offer or induce any Inquiry or the making of any proposal request that constitutes, or could would reasonably be expected to lead to, any an Alternative ProposalProposal (an “Inquiry”) (it being understood and agreed that ministerial acts that are not otherwise prohibited by this Section 5.04 (such as answering unsolicited phone calls) shall not be deemed to “facilitate” for purposes of, or otherwise constitute a violation of, this Section 5.04), (B) furnish non-public information to or afford access to the business, employees, officers, contracts, properties, assets, books or records of regarding the Company and or the Company Subsidiaries to any Person that could reasonably be expected to lead to, or in connection with, with an Inquiry or an Alternative Proposal, (C) enter into, continue or maintain discussions or negotiations with any Person with respect to an Inquiry or an Alternative Proposal, (D) otherwise cooperate with or assist or participate in or knowingly facilitate any discussions or negotiations (other than informing Persons of the provisions set forth in this Section 6.02, solely in response to a bona fide unsolicited Inquiry after the date hereof) regarding, or furnish or cause to be furnished to any Person or “Group” (as such term is defined in Section 13(d) of under the Exchange Act) any non-public information with respect to the Companyto, or take any other action to facilitate any InquiryInquiries or the making of any proposal that constitutes, or could be reasonably expected to result in, an Alternative Proposal, (E) approve, agree to, accept, endorse or recommend any Alternative Proposal, (F) submit to a vote of its stockholdersshareholders, approve, endorse or recommend any Alternative Proposal, (G) grant any waiver, amendment or release under any state antitakeover statute, (H) grant any waiver, amendment or release under any confidentiality or standstill agreement or provisions of similar effect to which it is a party or of which it is a beneficiary and shall enforce any such provisions (provided that the Company shall not be required to enforce, and shall be permitted to waive, any provision that prohibits or purports to prohibit a proposal being made to the Company Board on a confidential basis to the extent that the Company Board determines, in its good faith judgment (after consultation with the Company’s outside legal counsel), that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law (provided that the Company shall promptly notify Parent after the Company Board makes such determination)), (I) effect any Adverse Recommendation Change, Change or (JH) enter into any letter of intent intent, agreement in principle, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract or agreement in principle or any agreement providing for (collectively, a “Company Acquisition Agreement”) relating to any Alternative Proposal (except for confidentiality agreements permitted under Section 6.02(b)). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.02(a) (including any direction hereunder) by any Representative of the Company or any Company Subsidiary shall constitute a breach of this Section 6.02(a) by the CompanyProposal. (b) Notwithstanding anything to the contrary in Section 6.02(a5.04(a), if the Company or any of its the Company Subsidiaries or any of its or their respective Representatives receives a an unsolicited bona fide written Alternative Proposal that was unsolicited after the date hereof by any Person or “Group” Group at any time prior to the Company Stockholder Approval that did not result from or arise in connection with a Shareholders Meeting, and provided there has been no material breach of Section 6.02(a)5.04(a) that resulted in such Alternative Proposal, the Company and its Representatives may, prior to (but not after) obtaining the Company Stockholder ApprovalShareholders Meeting, take the actions set forth in subsections (i) and and/or (ii) of this Section 6.02(b5.04(b) if the Company Board (including or any duly authorized committee thereof) has determined, in its good faith judgment (after consultation with the Company’s financial advisors and outside legal counsel), that such Alternative Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law: (i) obtain from such Person or “Group” an executed confidentiality agreement containing terms at least as restrictive in all material respects with respect to such Person or “Group” as the terms of the Confidentiality Agreement are with respect to Parent (it being agreed that such confidentiality agreement shall include a standstill agreement but may permit submission of furnish non-public, private proposals to the Company Board) and, (ii) following the entry into such confidentiality agreement, furnish public information to such Person or “Group,” enter into discussions and negotiations with such Person or “Group” with respect to such Alternative Proposal and afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to any Person in response to such Alternative Proposal, pursuant to the prior execution of (and the Company and/or Company Subsidiaries may enter into) an Acceptable Confidentiality Agreement; and (ii) enter into and engage in discussions or negotiations with any Person with respect to such Alternative Proposal. (c) Promptly (but in no event more than twenty-four 48 hours) following receipt (to the Knowledge of the Company) of any Alternative Proposal or any Inquiry, the Company shall advise Parent in writing (including by email in accordance with Section 9.07) of the receipt of such Alternative Proposal or Inquiry, and the terms and conditions of such Alternative Proposal or Inquiry (including, in each case, the identity of the Person or “Group” Group making any such Alternative Proposal or Inquiry), and the Company shall as promptly as reasonably practicable provide to Parent (i) a copy of such Alternative Proposal or Inquiry, if in writing, ; or (ii) a written summary of the material terms of such Alternative Proposal or Inquiry, if oral. Neither the Company nor any Company Subsidiary or any of its or their respective Representatives shall take any action set forth in subsections (i) or (ii) of Section 5.04(b) unless and until the Company shall have delivered to Parent the written notice contemplated by the foregoing sentence and a written notice advising Parent that it intends to take such action. The Company agrees that it shall promptly provide to Parent (on a substantially simultaneous basis) any non-public information concerning the Company or any of its the Company Subsidiaries that may be provided (pursuant to Section 6.02(b5.04(b)) to any other Person or “Group” Group in connection with any such Alternative Proposal or Inquiry that has not previously been provided to Parent. In addition, the Company shall provide Parent as promptly as practicable with notice setting forth all such information as is reasonably necessary to keep Parent reasonably informed on a current prompt basis in all of any material respects of all material communications developments regarding such the Alternative Proposal or Inquiry (including any material amendments change to the terms or proposed material amendments thereto (including all pricing changes))status of the Alternative Proposal or Inquiry. (d) Notwithstanding anything herein to the contrary, at any time prior to the Company Stockholder ApprovalShareholders Meeting, the Company Board may (i) solely upon the occurrence of an Intervening Event or in the event that may, if the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d5.04(d)), and provided there has been no material breach of Section 5.04(a) that resulted in such Superior Proposal, (i) cause the Company to withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being an “Adverse Recommendation Change”) (including, for the avoidance of doubt, recommending against the Merger or approving, endorsing or recommending any Alternative Proposal) and or (ii) if the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d)), terminate this Agreement pursuant to Section 8.01(d) to enter into a definitive written agreement providing for such Superior Proposal simultaneously with the termination of this Agreement, in the case of clauses (i) and (ii), if the Company Board has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; provided, provided that the Company Board may not make an Adverse Recommendation Change or, take either of the actions described in the case of a Superior Proposal, terminate this Agreement pursuant to Section 8.01(d), unless: clauses (i) the Company has complied in all material respects with this Section 6.02; and (ii) the Company has provided prior written notice to Parent at least three Business Days in advance (the “Notice Period”) of taking such action, which notice shall advise Parent, in the case of a Superior Proposal, that the Company Board has received a Superior Proposal and shall include a copy of such Superior Proposal and all other material transaction agreements and other material documents relating to such Superior Proposal (or, where no such copy is available, a description of the material terms and conditions of such Superior Proposal), or, in cases involving an Intervening Event, of the circumstances giving rise to the Adverse Recommendation Change; (iii) during the Notice Period, the Company has and has caused its financial advisors and outside legal counsel to negotiate with Parent in good faith (to the extent Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that, in the case of a Superior Proposal, such Superior Proposal ceases to constitute (in the judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counsel) a Superior Proposal, or in cases involving an Intervening Event, the failure to make such Adverse Recommendation Change (in the judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counsel) would no longer be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; and (iv) the Company Board has determined in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to by Parent, if any, and after consultation with the Company’s financial advisors and outside legal counsel, that, in the case of a Superior Proposal, such Superior Proposal remains a Superior Proposal or, in cases involving an Intervening Event, that the failure to make such Adverse Recommendation Change would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law. If during the Notice Period any revisions are made to the Superior Proposal, the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 6.02(d) with respect to such new written notice; provided, however, that for purposes of this sentence, references to the three Business Day period above shall be deemed to be references to a two Business Day period. (e) Nothing contained in this Agreement shall prevent the Company or the Company Board from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Alternative Proposal or from making any disclosure to the Company’s stockholders if the Company Board (after consultation with outside legal counsel) concludes that its failure to do so would be inconsistent with its fiduciary duties under applicable Law; provided that any Adverse Recommendation Change may only be made in accordance with Section 6.02(d). For the avoidance of doubt, any public disclosure (other than any “stop, look and listen” statement) by the Company, any Company Subsidiary or the Company Board relating to any determination or other action by the Company Board or the Company with respect to any Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the Company Recommendation in such disclosure. Notwithstanding the foregoing, a factually accurate public statement that describes the Company’s receipt of an Alternative Proposal and the operation of the Agreement with respect thereto (in which the Company indicates that it has not changed the Company Recommendation) shall not, in and of itself, be deemed an Adverse Recommendation Change; it being understood that any disclosure contemplated by the foregoing relating to an Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board indicates that it has not changed the Company Recommendation in such disclosure. (f) If (i) any public announcement regarding an Alternative Proposal is made by any of the Company’s Representatives or by the Person making such Alternative Proposal, (ii) within three Business Days following such public announcement, Parent delivers to the Company in writing a request that the Company Board expressly publicly reaffirm the Company Recommendation (which such request may be made by Parent only once with respect to such Alternative Proposal, unless any revisions are made to such Alternative Proposal in which case an additional request may be made by Parent once with respect to each such revised Alternative Proposal), and (iii) the Company Board does not expressly publicly reaffirm the Company Recommendation during the period of three Business Days following the delivery to the Company of such request, then the Company shall be deemed to have made an Adverse Recommendation Change at 11:59 p.m., New York City time, on the last day of such period of three Business Days. (g) For purposes of this Agreementunless:

No Solicitation by the Company; Company Board Recommendation. (a) Except as expressly permitted by Section 6.02(b5.04(c), Section 5.04(e) and Section 6.02(d5.04(g), and except with respect to an Excluded Party (for so long as such Person or Group remains an Excluded Party), at the end of the Go Shop Period the Company agrees that it shall, and it shall cause each of the Company Subsidiaries toSubsidiaries, and that it shall direct, and use reasonable best efforts to cause, its and their respective officers and directors, officersmanagers or equivalent, and shall use its commercially reasonable efforts to cause any other employees, accountants, consultants, legal counsel, financial advisors, advisors and agents and other representatives of the Company or the Company Subsidiaries (such directors, managers, officers, employees, accountants, consultants, legal counsel, financial advisorsadvisors (including the Company Financial Advisors), agents and other representatives, collectively, “Representatives”), to: : (i) immediately cease any existing solicitations, discussions or negotiations with any Persons that may be ongoing with respect to any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, an Alternative Proposal (an “Inquiry”), any Alternative Proposal or any proposal that could be reasonably expected to result in an Alternative Proposal; ; (ii) promptly request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one-year period prior to the date of this Agreement, has made or indicated an intention to make, or engaged in diligence or substantive discussions with respect to, make an Alternative Proposal; ; (iii) immediately cease access to any Person (other than Parent and its Affiliates and its and their Representatives and the Company and its Representatives) to any electronic data room maintained by the Company with respect to the transactions contemplated by this Agreement or any Alternative ProposalAgreement; and and (iv) from the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, subject to the other provisions of this Section 5.04, not, and not to publicly announce any intention to, directly or indirectly, (A) solicit, initiate, knowingly encourage, encourage or facilitate or induce any Inquiry or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal, (B) furnish non-public information to or afford access to the business, employees, officers, contracts, properties, assets, books or and records of the Company and the Company Subsidiaries to any Person that could would reasonably be expected to lead to, or in connection with, an Inquiry or an Alternative Proposal, (C) enter into, continue or maintain discussions or negotiations with any Person with respect to an Inquiry or an Alternative Proposal, (D) otherwise cooperate with or assist or participate in or knowingly facilitate any discussions or negotiations (other than informing Persons of the provisions set forth in this Section 6.02, solely in response to a bona fide unsolicited Inquiry after the date hereof) regarding, or furnish or cause to be furnished to any Person or “Group” (as such term is defined in Section 13(d) of the Exchange Act) Group any non-public information with respect to the Companyto, or take any other action to facilitate any Inquiryinquiries or the making of any proposal that constitutes, or could be reasonably expected to result in, an Alternative Proposal (Eother than informing Persons of the existence of the provisions set forth in this Section 5.04 or contacting any person making an Alternative Proposal (provided that such Alternative Proposal does not result from any material breach of the restrictions in this Section 5.04(a)) to ascertain facts or clarify terms and conditions for the sole purpose of the Company Board reasonably informing itself about such Alternative Proposal). (v) Without limiting the foregoing or any other provision of this Section 5.04, it is agreed that in the event any Representative of the Company or any Company Subsidiary takes any action, which, if taken by the Company, would constitute a material breach of this Section 5.04(a), and the Company does not take reasonable action to seek to cure such breach within three (3) Business Days of the date on which the Company obtains Knowledge of such breach, then the Company shall be deemed to be in material breach of this Section 5.04(a). (b) Except as expressly permitted by Section 5.04(c) and Section 5.04(e), including with respect to any Excluded Party, from the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, the Company shall not, and shall cause each of the Company Subsidiaries and its and their Representatives not to (i) approve, agree to, accept, endorse or recommend any Alternative Proposal, (Fii) submit to a vote of its stockholders, approve, endorse or recommend any Alternative Proposal, (Giii) grant any waiver, amendment or release under any state antitakeover anti-takeover statute, (H) grant any waiver, amendment or release under any confidentiality or standstill agreement or provisions of similar effect to which it is a party or of which it is a beneficiary and shall enforce any such provisions (provided that the Company shall not be required to enforce, and shall be permitted to waive, any provision that prohibits or purports to prohibit a proposal being made to the Company Board on a confidential basis to the extent that the Company Board determines, in its good faith judgment (after consultation with the Company’s outside legal counsel), that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law (provided that the Company shall promptly notify Parent after the Company Board makes such determination)), (Iiv) effect any Adverse Recommendation Change, or (Jv) enter into any letter of intent or agreement in principle or any agreement providing for any Alternative Proposal (except for confidentiality agreements permitted under Section 6.02(bAcceptable Confidentiality Agreements)). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.02(a) (including any direction hereunder) by any Representative of the Company or any Company Subsidiary shall constitute a breach of this Section 6.02(a) by the Company. (bc) Notwithstanding anything to the contrary in Section 6.02(a5.04(a) or Section 5.04(b), if the Company or any of its Subsidiaries or any of its or their respective Representatives receives a written an Alternative Proposal (provided that was unsolicited after such Alternative Proposal does not result from any material breach of the date hereof restrictions in this Section 5.04) by any Person or “Group” Group at any time prior to the receipt of the Company Stockholder Approval that did not result from or arise in connection with a breach of Section 6.02(a)Shareholder Approval, the Company and its Representatives may, prior to (but not after) obtaining the receipt of the Company Stockholder Shareholder Approval, take the actions set forth in subsections (i) and and/or (ii) of this Section 6.02(b5.04(c) if the Company Board (including or any duly authorized committee thereof) has determined, in its good faith judgment (after consultation with the Company’s financial advisors and outside legal counsel), that such Alternative Proposal constitutes or could would reasonably be expected to lead to a Superior Proposal and that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law: (i) obtain from such Person or “Group” an executed confidentiality agreement containing terms at least as restrictive in all material respects with respect to such Person or “Group” as the terms of the Confidentiality Agreement are with respect to Parent (it being agreed that such confidentiality agreement shall include a standstill agreement but may permit submission of furnish non-public, private proposals to the Company Board) and, (ii) following the entry into such confidentiality agreement, furnish public information to such Person or “Group,” enter into discussions and negotiations with such Person or “Group” with respect to such Alternative Proposal and afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to any Person in response to such Alternative Proposal, pursuant to the prior execution of (and the Company and/or Company Subsidiaries may enter into) an Acceptable Confidentiality Agreement and (ii) enter into and maintain discussions or negotiations with any Person with respect to an Alternative Proposal. (cd) Promptly Reasonably promptly (but in no event more than twentyforty-four eight (48) hours) following receipt of any Alternative Proposal or any Inquiry, including from an Excluded Party, the Company shall advise Parent in writing (including by email in accordance with Section 9.07) of the receipt of such Alternative Proposal or Inquiry, and the terms and conditions of such Alternative Proposal or Inquiry (including, in each case, the identity of the Person or “Group” Group making any such Alternative Proposal or Inquiry), and the Company shall as reasonably promptly as practicable (and in any event within forty-eight (48) hours) provide to Parent (i) a copy of such Alternative Proposal or Inquiry, if in writing, ; or (ii) a written summary of the material terms of such Alternative Proposal or Inquiry, if oral. The Company agrees that it shall provide Prior to Parent (on a substantially simultaneous basis) providing any non-public information concerning the Company or any of its Subsidiaries that may be provided (pursuant to Section 6.02(b5.04(c)) to any other Person or “Group” Group in connection with any such Alternative Proposal or Inquiry that has not previously been provided Proposal, the Company shall provide such non-public information to Parent. In addition, the Company shall provide Parent as reasonably promptly as practicable with notice setting forth all such information as is reasonably necessary to keep Parent informed on a current basis in all material respects of all material communications regarding such Alternative Proposal or Inquiry (including material amendments or proposed material amendments thereto (including all pricing changes))to) such Alternative Proposal or Inquiry. (de) Notwithstanding anything herein to the contrary, at any time prior to the Company Stockholder ApprovalShareholders Meeting, the Company Board may (i) solely upon in the occurrence case of an Intervening Event or in the event that the Company has received with respect to a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d))Proposal, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being an “Adverse Recommendation Change”) (including, for the avoidance of doubt, recommending against the Merger or approving, endorsing or recommending any Alternative Proposal) and (ii) if the Company has received a Superior Proposal that does not result from a material breach of this Section 5.04 (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d5.04(e)), terminate this Agreement pursuant to Section 8.01(d) to enter into a definitive written agreement providing for such Superior Proposal simultaneously with the termination of this Agreement, in the case of clauses (i) and (ii), if the Company Board has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; provided, provided that the Company Board may not make an Adverse Recommendation Change as provided in clause (i) above or, in the case of a Superior Proposal, terminate this Agreement pursuant to Section 8.01(d), unless: (i) the Company has complied in all material respects with this Section 6.02; (ii) the Company has provided prior written notice to Parent at least three (3) Business Days in advance (the “Notice Period”) of taking such action, which notice shall advise ParentParent of the circumstances giving rise to the Adverse Recommendation Change, and, in the case of a Superior Proposal, that the Company Board has received a Superior Proposal and shall include a copy of such Superior Proposal and all other material transaction agreements and other material documents relating to such Superior Proposal (or, where no such copy is available, a description of the material terms and conditions of such Superior Proposal), or, in cases involving an Intervening Event, of the circumstances giving rise to the Adverse Recommendation Change; (iiiii) during the Notice Period, the Company has and has caused its financial advisors and outside legal counsel to negotiate with Parent in good faith (to the extent Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement Agreement, the Commitment Letters, and the Guarantee so that, in the case of a Superior Proposal, such Superior Proposal ceases to constitute (in the judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counselBoard) a Superior Proposal, or in cases not involving an Intervening Eventa Superior Proposal, the failure to make such Adverse Recommendation Change (in the judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counsel) would no longer be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law; and (iviii) the Company Board has determined in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to by Parent, if any, and after consultation with the Company’s financial advisors and outside legal counsel, that, in the case of a Superior Proposal, such Superior Proposal remains a Superior Proposal or, in cases not involving an Intervening Eventa Superior Proposal, that the failure to make such Adverse Recommendation Change would continues to be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law. If during the Notice Period any revisions are made to the Superior Proposal, the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 6.02(d5.04(e) with respect to such new written notice; provided, however, that for purposes of this sentence, references to the three Business Day period above shall be deemed to be references to a two Business Day period. (ef) Nothing contained in this Agreement shall prevent the Company or the Company Board from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Alternative Proposal or from making any disclosure to the Company’s stockholders shareholders if the Company Board (after consultation with outside legal counsel) concludes that its failure to do so would be inconsistent with its fiduciary duties under applicable Law; provided provided, however, that any in no event shall the Company Board effect an Adverse Recommendation Change may only be made except in accordance with Section 6.02(d5.04(e). For the avoidance of doubt, any public disclosure (other than any “stop, look and listen” statement) by the Company, any Company Subsidiary or the Company Board relating to any determination or other action by the Company Board or the Company with respect to any Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the Company Recommendation in such disclosure. Notwithstanding the foregoing, a factually accurate public statement that describes the Company’s receipt of an Alternative Proposal and the operation of the Agreement with respect thereto (in which the Company indicates that it has not changed the Company Recommendation) shall not, in and of itself, be deemed an Adverse Recommendation Change; it being understood that any disclosure contemplated by the foregoing relating to an Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board indicates that it has not changed the Company Recommendation in such disclosure. (fg) If (i) Notwithstanding any public announcement regarding an Alternative Proposal is made by any other provision of the Company’s Representatives or by the Person making such Alternative Proposal, (ii) within three Business Days following such public announcement, Parent delivers this Agreement to the Company in writing a request that the Company Board expressly publicly reaffirm the Company Recommendation (which such request may be made by Parent only once with respect to such Alternative Proposalcontrary, unless any revisions are made to such Alternative Proposal in which case an additional request may be made by Parent once with respect to each such revised Alternative Proposal), and (iii) the Company Board does not expressly publicly reaffirm the Company Recommendation during the period beginning on the date of three Business Days following the delivery to the Company of such request, then the Company shall be deemed to have made an Adverse Recommendation Change at this Agreement and continuing until 11:59 p.m., p.m. (New York City time) on June 1, on 2016 (the last day “Go Shop Period”), the Company and the Company Subsidiaries and their respective Affiliates and Representatives shall have the right to directly or indirectly: (i) initiate, solicit and encourage, whether publicly or otherwise, Alternative Proposals and Inquiries, including by way of providing access to non-public information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements (provided that (x) prior to providing any non-public information to any Person given such period access, the Company shall provide such non-public information to Parent and (y) in no event shall the Company, the Company Subsidiaries or their respective Affiliates and Representatives provide any Person any non-public information of three Business Daysor relating to Parent, Merger Sub or any of their respective Affiliates or Representatives); and (ii) enter into, engage in, and maintain discussions or negotiations with respect to Alternative Proposals and Inquiries or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, attempts, discussions or negotiations. (gh) Notwithstanding anything in this Section 5.04 to the contrary, the Company shall not, and shall not permit the Company Subsidiaries or its or their Affiliates or Representatives to, reimburse or agree to reimburse the fees or expenses of any Person in connection with an Alternative Proposal or Inquiry (including, for the avoidance of doubt, in connection with any Acceptable Confidentiality Agreement). (i) For purposes of this Agreement:

No Solicitation by the Company; Company Board Recommendation. (a) Except as expressly permitted by Section 6.02(b) and Section 6.02(d), the The Company agrees that neither it shall, and it shall cause each nor any of the Company Subsidiaries toshall, and that it shall direct, and use reasonable best efforts to cause, direct its and their respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors, advisors and agents and other representatives of the Company or the Company Subsidiaries (such directors, officers, employees, accountants, consultants, legal counsel, financial advisors, agents and other representatives, collectively, “"Representatives”), to: (i") immediately cease any existing solicitations, discussions or negotiations with any Persons that may be ongoing with respect to any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead not to, an Alternative Proposal (an “Inquiry”), any Alternative Proposal or any proposal that could be reasonably expected to result in an Alternative Proposal; (ii) promptly request the return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one-year period prior to the date of this Agreement, made or indicated an intention to make, or engaged in diligence or substantive discussions with respect to, an Alternative Proposal; (iii) immediately cease access to any Person (other than Parent and its Affiliates and its and their Representatives and the Company and its Representatives) to any electronic data room maintained by the Company with respect to the transactions contemplated by this Agreement or any Alternative Proposal; and (iv) not, and shall not publicly announce any intention to, directly or indirectly, (Ai) solicit, solicit or initiate, or knowingly encourageencourage (including by providing information or assistance), facilitate or induce any Inquiry or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal, (B) furnish information to or afford access to the business, employees, officers, contracts, properties, assets, books or records of the Company and the Company Subsidiaries to any Person that could reasonably be expected to lead to, or in connection with, an Inquiry or an Alternative Proposal, (C) enter into, continue or maintain discussions or negotiations with any Person with respect to an Inquiry or an Alternative Proposal, (Dii) participate in or knowingly facilitate any discussions or negotiations (other than informing Persons of the provisions set forth in this Section 6.02, solely in response to a bona fide unsolicited Inquiry after the date hereof5.02) regarding, or furnish or cause to be furnished to any Person or “"Group” " (as such term is defined in Section 13(d) of under the Exchange Act) any nonpublic information with respect to the Companyto, or take any other action to facilitate any Inquiryinquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead to, an Alternative Proposal, (Eiii) approve, agree to, accept, endorse or recommend any Alternative Proposal, (Fiv) submit to a vote of its stockholders, approve, endorse or recommend any Alternative Proposal, (G) grant any waiver, amendment or release under any state antitakeover statute, (H) grant any waiver, amendment or release under any confidentiality or standstill agreement or provisions of similar effect to which it is a party or of which it is a beneficiary and shall enforce any such provisions (provided that the Company shall not be required to enforce, and shall be permitted to waive, any provision that prohibits or purports to prohibit a proposal being made to the Company Board on a confidential basis to the extent that the Company Board determines, in its good faith judgment (after consultation with the Company’s outside legal counsel), that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law (provided that the Company shall promptly notify Parent after the Company Board makes such determination)), (I) effect any Adverse Recommendation Change, or (Jv) enter into any letter of intent or agreement in principle or any agreement providing for any Alternative Proposal (except for confidentiality agreements permitted under Section 6.02(b5.02(b)). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.02(a) (including any direction hereunder5.02(a) by any Representative of the Company or any Company Subsidiary shall constitute a breach of this Section 6.02(a5.02(a) by the Company. (b) Notwithstanding anything to the contrary in Section 6.02(a5.02(a), if the Company or any of its Subsidiaries or any of its or their respective Representatives receives a an unsolicited, written Alternative Proposal that was unsolicited after the date hereof by any Person or “"Group” " at any time prior to the Company Stockholder Approval Stockholders Meeting that did not result from or arise in connection with a breach of Section 6.02(a5.02(a), the Company and its Representatives may, prior to (but not after) obtaining the Company Stockholder Approval, take the actions set forth in subsections (iA) and (iiB) of this Section 6.02(b5.02(b) if the Company Board (including or any duly authorized committee thereof) has determined, in its good faith judgment (after consultation with the Company’s 's financial advisors and outside legal counsel), that such Alternative Proposal constitutes or could would reasonably be expected to lead to a Superior Proposal and that the failure to take such action would be inconsistent with the directors’ ' exercise of their fiduciary duties under applicable Law: (iA) obtain from such Person or “"Group” " an executed confidentiality agreement containing terms at least as restrictive in all material respects with 42 respect to such Person or “"Group” " as the terms of the Confidentiality Agreement are with respect to Parent (it being agreed that such confidentiality agreement shall include a standstill agreement but may permit submission of non-public, private proposals to the Company Board) and, (ii) following the entry into such confidentiality agreement, furnish information to such Person or “"Group,” ", and (B) enter into discussions and negotiations with with, such Person or “"Group” " with respect to such Alternative Proposal and afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries in response to such Alternative Proposal. (c) Promptly (but in no event more than twenty-four 24 hours) following receipt of any Alternative Proposal or any Inquiryrequest for nonpublic information or any inquiry that could reasonably be expected to lead to any Alternative Proposal, the Company shall advise Parent in writing (including by email in accordance with Section 9.07) of the receipt of such Alternative Proposal Proposal, request or Inquiryinquiry, and the terms and conditions of such Alternative Proposal Proposal, request or Inquiry inquiry (including, in each case, the identity of the Person or “"Group” " making any such Alternative Proposal Proposal, request or Inquiryinquiry), and the Company shall as promptly as practicable provide to Parent (i) a copy of such Alternative Proposal Proposal, request or Inquiryinquiry, if in writing, or (ii) a written summary of the material terms of such Alternative Proposal Proposal, request or Inquiryinquiry, if oral. The Company agrees that it shall provide to Parent (on a substantially simultaneous basis) any non-public information concerning the Company or any of its Subsidiaries that may be provided (pursuant to Section 6.02(b5.02(b)) to any other Person or “"Group” " in connection with any written Alternative Proposal or Inquiry that has not previously been provided to Parent. In addition, the Company shall provide Parent as promptly as practicable with notice setting forth all such information as is reasonably necessary to keep Parent informed on a current basis in all material respects of all material communications regarding such Alternative Proposal or Inquiry (including material amendments or proposed material amendments thereto (including all pricing changes))to) such Alternative Proposal, request or inquiry. (d) Notwithstanding anything herein to the contrary, at any time prior to the Company Stockholder ApprovalStockholders Meeting, the Company Board may (i) solely upon the occurrence of an Intervening Event or in the event that the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d5.02(d)), the Company Board may withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any of the foregoing being an “"Adverse Recommendation Change”") (including, for the avoidance of doubt, recommending against the Merger or approving, endorsing or recommending any Alternative Proposal) and (ii) and, if the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 6.02(d5.02(d)), terminate this Agreement pursuant to Section 8.01(d) to enter into a definitive written agreement providing for such Superior Proposal simultaneously with the termination of this Agreement, in the case of clauses (i) and (ii), if the Company Board has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the directors’ ' exercise of their fiduciary duties under applicable Law; provided, provided that the Company Board may not make an Adverse Recommendation Change or, in the case of a Superior Proposal, terminate this Agreement pursuant to Section 8.01(d), unless: (i) the Company has complied in all material respects with this Section 6.025.02; (ii) the Company has provided prior written notice to Parent at least three four Business Days in advance (the “"Notice Period”") of taking such action, which notice shall advise Parent, in the case of a Superior Proposal, that the Company Board has received a Superior Proposal and shall include a copy of such Superior Proposal and all other material transaction agreements and other material documents relating to such Superior Proposal (or, where no such copy is available, a description of the material terms and conditions of such Superior Proposal), or, in cases involving an Intervening Event, of the circumstances giving rise to the Adverse Recommendation Change; (iii) during the Notice Period, the Company has and has caused its financial advisors and outside legal counsel to negotiate with Parent in good faith (to the extent Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that, in the case of a Superior Proposal, such Superior Proposal ceases to constitute (in the judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counselBoard) a Superior Proposal, or in cases involving an Intervening Event, the failure to make such Adverse Recommendation Change (in the judgment of the Company Board after consultation with the Company’s financial advisors and outside legal counselBoard) would no longer be inconsistent with the directors’ ' exercise of their fiduciary duties under applicable Law; and (iv) the Company Board has determined in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to by Parent, if any, and after consultation with the Company’s financial advisors and outside legal counsel, that, in the case of a Superior Proposal, such Superior Proposal remains a Superior Proposal or, in cases involving an Intervening Event, that the failure to make such Adverse Recommendation Change would continues to be inconsistent with the directors’ ' exercise of their fiduciary duties under applicable Law. If during the Notice Period any revisions are made to the Superior Proposal, the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 6.02(d5.02(d) with respect to such new written notice; provided, however, that for purposes of this sentence, references to the three four Business Day period above shall be deemed to be references to a two Business Day period. (e) The Company and its Subsidiaries shall, and the Company shall direct its and their respective Representatives to, (i) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any offer or proposal that constitutes, or may reasonably be expected to lead to, an Alternative Proposal, (ii) request the prompt return or destruction of all confidential information previously furnished to any Person (other than Parent) that has, within the one year period prior to the date of this Agreement, made or indicated an intention to make, or engaged in diligence or substantive discussions with respect to, an Alternative Proposal and (iii) not waive or amend any "standstill" provision or provisions of similar effect to which it is a party or of which it is a beneficiary and shall strictly enforce any such provisions. (f) Nothing contained in this Agreement shall prevent the Company or the Company Board from issuing a “"stop, look and listen” " communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Alternative Proposal or from making any disclosure to the Company’s 's stockholders if the Company Board (after consultation with outside legal counsel) concludes that its failure to do so would be inconsistent with its fiduciary duties under applicable Law; provided that any Adverse Recommendation Change may only be made in accordance with Section 6.02(d5.02(d). For the avoidance of doubt, any public disclosure (other than any “stop, look and listen” statement) by the Company, any Company Subsidiary or the Company Board relating to any determination or other action by the Company Board or the Company with respect to any Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the Company Recommendation in such disclosure. Notwithstanding the foregoing, a factually accurate public statement that describes the 44 Company’s 's receipt of an Alternative Proposal and the operation of the this Agreement with respect thereto (in which the Company indicates that it has not changed the Company Recommendationwithout including such reaffirmation) shall not, in and of itself, not be deemed an Adverse Recommendation Change; it being understood that any disclosure contemplated by the foregoing relating to an Alternative Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board indicates that it has not changed the Company Recommendation in such disclosure. (fg) If (i) any public announcement regarding an Alternative Proposal is made by the Company, any of the Company Subsidiaries or any of the Company’s 's Representatives or by the Person making such Alternative Proposal, (ii) within three five Business Days following such public announcement, Parent delivers to the Company in writing a request that the Company Board expressly publicly reaffirm the Company Recommendation (which such request may be made by Parent only once with respect to such Alternative Proposal, unless any revisions are made to such Alternative Proposal in which case an additional request may be made by Parent once with respect to each such revised Alternative Proposal)Recommendation, and (iii) the Company Board does not expressly publicly reaffirm the Company Recommendation during the period of three five Business Days following the delivery to the Company of such request, then the Company shall be deemed to have made an Adverse Recommendation Change at 11:59 p.m., New York City time, on the last day of such period of three five Business Days. (gh) For purposes of this Agreement: