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

No Solicitation by the Company; Company Board Recommendation. (a) The Company agrees that (i) it shall not, (ii) it shall cause the Company Subsidiaries and its and their respective directors, officers, employees not to, and (iii) it shall instruct, and shall use its reasonable best efforts to cause, its and the Company Subsidiaries’ accountants, consultants, legal counsel, financial advisors, agents and other representatives (collectively with the Company and the Company Subsidiaries’ respective directors, officers, employees, “Representatives” (for the avoidance of doubt, which definition may be applied to any other Person as if such Person were the Company)) not to, and shall not publicly announce any intention to, directly or indirectly: (A) solicit, initiate, knowingly encourage or knowingly facilitate any Alternative Proposal or any inquiry in respect thereof, (B) furnish information to or afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to any Person or any Person’s representatives in connection with any Alternative Proposal or inquiry in respect thereof, (C) enter into, continue or maintain discussions or negotiations with any Person or any Person’s representatives with respect to any Alternative Proposal or inquiry in respect thereof, (D) otherwise cooperate with or assist or participate in or knowingly facilitate any discussions or negotiations regarding, or furnish or cause to be furnished to any Person or Group any information with respect to, or take any other action to knowingly facilitate any inquiry regarding, 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 or otherwise make any Adverse Recommendation Change or resolve to do so, (F) submit to a vote of its shareholders any Alternative Proposal, or (G) enter into any merger agreement, acquisition agreement, letter of intent or agreement in principle or any other agreement providing for, or related to, any Alternative Proposal (except for Acceptable Confidentiality Agreements entered into in accordance with Section 5.03(b)). Without limiting the foregoing, it is agreed that in the event any Representative of the Company takes any action, which, if taken by the Company, would constitute a breach of this Section 5.03(a), then the Company shall be deemed to be in breach of this Section 5.03(a).

No Solicitation by the Company; Company Board Recommendation. (a) The Except as permitted by Section 5.04(c) or Section 5.04(d), the Company agrees that (i) it shall notshall, (ii) it and shall cause each of the Company Subsidiaries Subsidiaries, and its and their respective officers, directors, officers, employees not tomanagers or employees, and (iii) it shall instruct, and shall use its reasonable best efforts to cause, its and the Company Subsidiaries’ accountants, consultants, legal counsel, financial advisors, advisors and other agents and other representatives advisors (collectively with collectively, “Representatives”) of the Company and or the Company Subsidiaries’ respective directors, officersto: (i) immediately cease any existing solicitations, employees, “Representatives” (for the avoidance of doubt, which definition discussions or negotiations with any Persons that may be applied ongoing with respect to any Alternative Proposal or any proposal that would be reasonably expected to result in an Alternative Proposal; and (ii) subject to the other Person as if such Person were the Company)) not toprovisions of this Section 5.04, not, and shall not to publicly announce any intention to, directly or indirectly: , (A) solicit, initiate, knowingly encourage initiate or knowingly facilitate or knowingly encourage any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an Alternative Proposal (it being understood and agreed that ministerial acts that are not otherwise prohibited by this Section 5.04 (such as answering unsolicited phone calls, but not proceeding to engage in a substantive conversation) shall not be deemed to “facilitate” for purposes of, or any inquiry in respect thereofotherwise constitute a violation of, this Section 5.04), (B) furnish non-public information to regarding the Company or any of the Company Subsidiaries or afford access to the business, employees, officers, contracts, properties, assets, books and or records of the Company and the Company or any of its Subsidiaries to any Person or any Person’s representatives in connection with any an Alternative Proposal or inquiry in respect thereofProposal, (C) enter into, continue into or maintain participate in any discussions or negotiations with any Person or any Person’s representatives with respect to any Alternative Proposal or inquiry in respect thereof, (D) otherwise cooperate with or assist or participate in or knowingly facilitate any discussions or negotiations regarding, or furnish or cause to be furnished to any Person or Group any information with respect to, or take any other action to knowingly facilitate any inquiry regarding, or the making of any proposal that constitutes, or could be reasonably expected to result in, an Alternative Proposal, (ED) approve, agree to, accept, endorse or recommend any Alternative Proposal or otherwise make Proposal, (E) effect any Adverse Recommendation Change or resolve to do soChange, (F) submit to a vote of its shareholders any Alternative Proposal, or (G) enter into any merger agreement, acquisition agreement, letter of intent intent, term sheet or agreement in principle or any other agreement similar instrument providing for, or related to, for any Alternative Proposal (except for Acceptable Confidentiality Agreements entered into in accordance Agreements), (G) fail to enforce or grant any waiver or release under any standstill or similar agreement with Section 5.03(b)). Without limiting the foregoing, it is agreed that in the event respect to any Representative class of equity securities of the Company takes or any actionof its Subsidiaries, whichor (H) approve any transaction under, if taken by or any Person becoming an “interested stockholder” under, Section 203 of the Company, would constitute a breach of this Section 5.03(a), then the Company shall be deemed to be in breach of this Section 5.03(a)DGCL.

No Solicitation by the Company; Company Board Recommendation. (a) The Except as permitted by Section 5.04(b) or Section 5.04(d), the Company agrees that (i) it shall notshall, (ii) it and shall cause each of the Company Subsidiaries Subsidiaries, and its and their respective officers, directors, officers, employees not to, and (iii) it shall instructmanagers or employees, and shall use instruct its reasonable best efforts to cause, its and the Company Subsidiaries’ accountants, consultants, legal counsel, financial advisors, advisors and agents and other representatives (collectively with collectively, “Representatives”) of the Company and or the Company Subsidiaries’ respective directors, officersto: (i) immediately cease any existing solicitations, employees, “Representatives” (for the avoidance of doubt, which definition discussions or negotiations with any Persons that may be applied ongoing with respect to any Alternative Proposal or any proposal that could be reasonably expected to result in an Alternative Proposal; and (ii) 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 Person as if such Person were the Company)) not toprovisions of this Section 5.04, not, and shall not to publicly announce any intention to, directly or indirectly: , (A) solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an Alternative Proposal (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 any inquiry in respect thereofotherwise 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 and records of regarding the Company and the Company Subsidiaries to any Person or any Person’s representatives in connection with any an Inquiry or an Alternative Proposal or inquiry in respect thereofProposal, (C) enter into, continue or maintain discussions or negotiations with any Person or any Person’s representatives with respect to any an Inquiry or an Alternative Proposal or inquiry in respect thereofProposal, (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 5.04 or contacting any Person making an Alternative Proposal to ascertain facts or clarify terms and conditions for the sole 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 “Group” (as such term is defined in Section 13(d) under the Exchange Act) any non-public information with respect to, or take any other action to knowingly facilitate any inquiry regarding, Inquiries 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 or otherwise make any Adverse Recommendation Change or resolve to do soProposal, (F) submit to a vote of its shareholders shareholders, approve, endorse or recommend any Alternative Proposal, (G) effect any Adverse Recommendation Change or (GH) enter into any merger agreement, acquisition agreement, letter of intent or agreement in principle or any other agreement providing for, or related to, for any Alternative Proposal (except for Acceptable Confidentiality Agreements entered into in accordance with Section 5.03(b)). Without limiting the foregoing, it is agreed that in the event any Representative of the Company takes any action, which, if taken by the Company, would constitute a breach of this Section 5.03(a), then the Company shall be deemed to be in breach of this Section 5.03(aAgreements).

No Solicitation by the Company; Company Board Recommendation. (a) The Except as expressly permitted by Section 5.04(b) and Section 5.04(d), the Company agrees that (i) it shall notshall, (ii) it and shall cause each of the Company Subsidiaries Subsidiaries, and its and their respective officers and directors, officers, employees not to, and (iii) it shall instructmanagers or equivalent, and shall use its reasonable best efforts to causecause any other employees, its accountants, consultants, legal counsel, financial advisors and agents and other representatives of the Company Subsidiaries’ or the Company Subsidiaries (such directors, officers, employees, accountants, consultants, legal counsel, financial advisors, agents and other representatives representatives, collectively, “Representatives”), to: (collectively 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) 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 an Alternative Proposal; (iii) immediately cease access to any Person (other than Parent and its Affiliates and the Company and its Representatives) to any electronic data room maintained by the Company Subsidiaries’ respective directorswith respect to the transactions contemplated by this Agreement; and (iv) from the date hereof until the earlier of the Effective Time or the date, officersif any, employeeson which this Agreement is terminated pursuant to Section 8.01, “Representatives” (for subject to the avoidance other provisions of doubtthis Section 5.04, which definition may be applied to any other Person as if such Person were the Company)) not tonot, and shall not to publicly announce any intention to, directly or indirectly: , (A) solicit, initiate, knowingly encourage or knowingly facilitate any Inquiry or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal or any inquiry in respect thereofProposal, (B) furnish non-public information to or afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to any Person that would reasonably be expected to lead to, or any Person’s representatives in connection with any with, an Inquiry or an Alternative Proposal or inquiry in respect thereofProposal, (C) enter into, continue or maintain discussions or negotiations with any Person or any Person’s representatives with respect to any an Inquiry or an Alternative Proposal or inquiry in respect thereofProposal, (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 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 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) regarding, or furnish or cause to be furnished to any Person or Group “Group” any non-public information with respect to, or take any other action to knowingly facilitate any inquiry regarding, inquiries 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 or otherwise make any Adverse Recommendation Change or resolve to do soProposal, (F) submit to a vote of its shareholders stockholders, approve, endorse or recommend any Alternative Proposal, (G) grant any waiver, amendment or release under any state anti-takeover statute or the Rights Agreement, (H) grant any waiver, amendment or release under any confidentiality or standstill agreement (or terminate or fail to use reasonable best efforts to enforce such 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), (I) effect any Adverse Recommendation Change, or (GJ) enter into any merger agreement, acquisition agreement, letter of intent or agreement in principle or any other agreement providing for, or related to, for any Alternative Proposal (except for Acceptable Confidentiality Agreements entered into in accordance with Section 5.03(b)Agreements). Without limiting the foregoing, it is agreed that in the event any Representative of the Company or any Company Subsidiary takes any action, on behalf of the Company, which, if taken by the Company, would constitute a material breach of this Section 5.03(a5.04(a), and the Company 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 5.03(a5.04(a).

No Solicitation by the Company; Company Board Recommendation. (a) The Except as expressly permitted by Section 5.04(d), the Company agrees that (i) it shall notshall, (ii) it and shall cause each of the Company Subsidiaries Subsidiaries, and its and their respective officers, directors, officers, employees not to, and (iii) it shall instructmanagers or employees, and shall use its reasonable best efforts to cause, instruct its and the Company Subsidiaries’ their respective accountants, consultants, legal counsel, financial advisors, agents and other representatives (collectively with the Company and the Company Subsidiaries’ respective directors, officers, employeescollectively, “Representatives” ”), to: (for the avoidance of doubti) immediately cease any existing solicitations, which definition discussions or negotiations with any Persons that may be applied ongoing with respect to any inquiry, proposal, discussion, offer or request that constitutes or could reasonably be expected to lead to an Alternative Proposal (an “Inquiry”); (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 Person as if such Person were than Parent) that has, within the Company)one (1)-year period prior to the date of this Agreement, made or indicated an intention to make an Alternative Proposal; (iii) not tosubject to the other provisions of this Section 5.04, not, and shall not to publicly announce any intention to, directly or indirectly: , (A) solicit, initiate, knowingly encourage or knowingly facilitate any Alternative Proposal Inquiry (it being understood and agreed that answering unsolicited phone calls shall not be deemed to “facilitate” for purposes of, or any inquiry in respect thereofotherwise constitute a violation of, this Section 5.04(a)), (B) furnish non-public information to or afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to any Person or any Person’s representatives in connection with any an Inquiry or an Alternative Proposal or inquiry in respect thereofProposal, (C) enter into, continue or maintain otherwise participate in any discussions or negotiations with any Person or any Person’s representatives with respect to any Alternative Proposal an Inquiry or inquiry in respect thereof, (D) otherwise cooperate with or assist or participate in or knowingly facilitate any discussions or negotiations regarding, or furnish or cause to be furnished to any Person or Group any information with respect to, or take any other action to knowingly facilitate any inquiry regarding, or the making of any proposal that constitutes, or could be reasonably expected to result in, an Alternative Proposal, (D) grant any waiver, amendment or release under any standstill provision of any confidentiality or similar agreement to which the Company or any Company Subsidiary is a party, or (E) take any action to exempt any Person (other than Parent and Merger Sub) from the restrictions on “business combinations” contained in any applicable business combination, control share acquisition, fair price, moratorium or other takeover or anti-takeover statute or similar Law; 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 this Section 5.04, not, directly or indirectly, (A) approve, agree to, accept, endorse endorse, recommend or recommend any Alternative Proposal or otherwise make any Adverse Recommendation Change or resolve to do so, (F) submit to 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, (D) fail to recommend 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, (E) fail to include the recommendation of the Company Board in favor of approval and adoption of this Agreement and the Merger in the Proxy Statement/Prospectus (any of the foregoing clauses (A) through (E) being an “Adverse Recommendation Change”), or (GF) enter into any merger agreement, acquisition agreement, letter of intent or agreement in principle or any other agreement providing for, or related to, for any Alternative Proposal or that could reasonably be expected to lead to an Alternative Proposal or that contradicts this Agreement or requires the Company to abandon this Agreement (except for Acceptable Confidentiality Agreements entered into in accordance with Section 5.03(b)Agreements). Without limiting the foregoing, it is agreed that in the event any Representative of the Company takes any action, which, if taken by the Company, would constitute a breach of this Section 5.03(a), then the Company shall be deemed to be in breach of this Section 5.03(a).70

No Solicitation by the Company; Company Board Recommendation. (a) The Except as permitted by Section 5.04(b) or Section 5.04(d), the Company agrees that (i) it shall notshall, (ii) it and shall cause each of the Company Subsidiaries Subsidiaries, and its and their respective officers, directors, officers, employees not to, and (iii) it shall instructmanagers or employees, and shall use instruct its reasonable best efforts to cause, its and the Company Subsidiaries’ accountants, consultants, legal counsel, financial advisors, advisors and agents and other representatives (collectively with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) of the Company and or the Company Subsidiaries’ respective directors, officersto: (i) immediately cease any direct or indirect existing solicitations, employees, “Representatives” (for the avoidance of doubt, which definition discussions or negotiations with any Persons that may be applied ongoing with respect to any Alternative Proposal or any proposal that could be reasonably expected to result in an Alternative Proposal; and (ii) 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 Person as if such Person were the Company)) not toprovisions of this Section 5.04, not, and shall not to publicly announce any intention to, directly or indirectly: , (A) solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an Alternative Proposal (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 any inquiry in respect thereofotherwise 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 and records of regarding the Company and or the Company Subsidiaries to any Person or any Person’s representatives in connection with any an Inquiry or an Alternative Proposal or inquiry in respect thereofProposal, (C) enter into, continue or maintain discussions or negotiations with any Person or any Person’s representatives with respect to any an Inquiry or an Alternative Proposal or inquiry in respect thereofProposal, (D) otherwise cooperate with or assist or participate in or knowingly facilitate any discussions or negotiations regarding, or furnish or cause to be furnished to any Person or Group “Group” (as such term is defined in Section 13(d) under the Exchange Act) any non-public information with respect to, or take any other action to knowingly facilitate any inquiry regarding, Inquiries 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 or otherwise make any Adverse Recommendation Change or resolve to do soProposal, (F) submit to a vote of its shareholders shareholders, approve, endorse or recommend any Alternative Proposal, (G) effect any Adverse Recommendation Change or (GH) enter into any merger agreementletter of intent, agreement in principle, term sheet, acquisition agreement, letter of intent merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract or agreement in principle or any other agreement providing for(collectively, or related to, a “Company Acquisition Agreement”) relating to any Alternative Proposal (except for Acceptable Confidentiality Agreements entered into in accordance with Section 5.03(b)). Without limiting the foregoing, it is agreed that in the event any Representative of the Company takes any action, which, if taken by the Company, would constitute a breach of this Section 5.03(a), then the Company shall be deemed to be in breach of this Section 5.03(a)Proposal.

No Solicitation by the Company; Company Board Recommendation. (a) The Company agrees that (i) neither it shall not, (ii) it shall cause nor any of the Company Subsidiaries shall, and that it shall direct its and their respective directors, officers, employees not toemployees, and (iii) it shall instruct, and shall use its reasonable best efforts to cause, its and the Company Subsidiaries’ accountants, consultants, legal counsel, financial advisors, advisors and agents and other representatives (collectively with the Company and the Company Subsidiaries’ respective directors, officers, employeescollectively, “Representatives” (for the avoidance of doubt, which definition may be applied to any other Person as if such Person were the Company)”) not to, and shall not publicly announce any intention to, directly or indirectly: , (Ai) solicit, solicit or initiate, or knowingly encourage (including by providing information or knowingly assistance), facilitate or induce any Alternative Proposal or any inquiry in respect thereofProposal, (Bii) furnish information to or afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to any Person or any Person’s representatives in connection with any Alternative Proposal or inquiry in respect thereof, (C) enter into, continue or maintain discussions or negotiations with any Person or any Person’s representatives with respect to any Alternative Proposal or inquiry in respect thereof, (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 5.02) regarding, or furnish or cause to be furnished to any Person or Group “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or take any other action to knowingly facilitate any inquiry regarding, inquiries or the making of any offer or proposal that constitutes, or could may reasonably be reasonably expected to result inlead to, an Alternative Proposal, (Eiii) approve, agree to, accept, endorse or recommend any Alternative Proposal or otherwise make any Adverse Recommendation Change or resolve to do soProposal, (Fiv) submit to a vote of its shareholders stockholders, approve, endorse or recommend any Alternative Proposal, or (Gv) enter into any merger agreement, acquisition agreement, letter of intent or agreement in principle or any other agreement providing for, or related to, for any Alternative Proposal (except for Acceptable Confidentiality Agreements entered into in accordance with confidentiality agreements permitted under Section 5.03(b5.02(b)). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the event this Section 5.02(a) by any Representative of the Company takes or any action, which, if taken by the Company, would Company Subsidiary shall constitute a breach of this Section 5.03(a), then 5.02(a) by the Company shall be deemed to be in breach of this Section 5.03(a)Company.

No Solicitation by the Company; Company Board Recommendation. (a) The After the end of the Transaction Solicitation Period, except, in each case, with respect to an Excluded Party, the Company agrees that shall not, nor shall it authorize or instruct any of its Subsidiaries or any of its and their respective directors, officers or employees or any of their respective investment bankers, accountants, attorneys or other advisors, agents or representatives (collectively, “Representatives”) to, (i) it shall notdirectly or indirectly solicit or initiate, or knowingly encourage, induce or facilitate any Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Takeover Proposal or (ii) it directly or indirectly participate in any discussions or negotiations with any Person regarding, or knowingly furnish to any Person any non-public or confidential information with respect to any Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Takeover Proposal. The Company shall, and shall cause the Company its Subsidiaries and its and their respective directors, officers, employees not Representatives to, except, in each case, with respect to an Excluded Party, immediately cease and (iii) it shall instruct, and shall use its reasonable best efforts cause to cause, its and the Company Subsidiaries’ accountants, consultants, legal counsel, financial advisors, agents and other representatives (collectively be terminated all existing discussions or negotiations with the Company and the Company Subsidiaries’ respective directors, officers, employees, “Representatives” (for the avoidance of doubt, which definition may be applied any Person conducted heretofore with respect to any other Person as if such Person were the Company)) not toTakeover Proposal, and shall not publicly announce any intention to, directly or indirectly: (A) solicit, initiate, knowingly encourage or knowingly facilitate any Alternative Proposal or any inquiry or proposal that may reasonably be expected to lead to a Takeover Proposal, request the prompt return or destruction of all confidential information previously furnished and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representatives. Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval, in respect thereofresponse to a bona fide written Takeover Proposal that the Company Board determines in good faith (after consultation with the Company’s outside counsel and financial advisor) constitutes or is reasonably likely to lead to a Superior Proposal, and which Takeover Proposal was not solicited after the end of the Transaction Solicitation Period and was made after the date of this Agreement and prior to the Company Stockholders Meeting and did not otherwise result from a breach of this Section 5.03(a), the Company may, subject to compliance with Section 5.03(c), (Bx) furnish information with respect to or afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to the Person making such Takeover Proposal (and its Representatives and any financing sources) (provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, except to the extent providing Parent with such information is prohibited by applicable Law) pursuant to a customary confidentiality agreement with the Person making such Takeover Proposal (or any with one or more of its financing sources) not less restrictive of such Person than the Confidentiality Agreement (except that the confidentiality agreement between the Company and such Prospective Acquirer need not prohibit the making of a non-public Takeover Proposal to the Company Board), and (y) participate in discussions regarding the terms of such Takeover Proposal and the negotiation of such terms with, and only with, the Person making such Takeover Proposal (and such Person’s representatives Representatives and any financing sources). For the avoidance of doubt, notwithstanding the end of the Transaction Solicitation Period, the Company and the Company Subsidiaries and their respective Representatives may continue to engage in connection with any Alternative Proposal or inquiry the activities described in respect thereof, (Cthis Section 5.03(a) enter into, continue or maintain discussions or negotiations with any Person or any Person’s representatives with respect to any Alternative Proposal or inquiry in Excluded Party, including with respect thereofto any amended proposal submitted by any Excluded Party, (D) otherwise cooperate with or assist or participate in or knowingly facilitate any discussions or negotiations regarding, or furnish or cause so long as such Person continues to be furnished to any Person or Group any information with respect to, or take any other action to knowingly facilitate any inquiry regarding, 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 or otherwise make any Adverse Recommendation Change or resolve to do so, (F) submit to a vote of its shareholders any Alternative Proposal, or (G) enter into any merger agreement, acquisition agreement, letter of intent or agreement in principle or any other agreement providing for, or related to, any Alternative Proposal (except for Acceptable Confidentiality Agreements entered into in accordance with Section 5.03(b))Excluded Party. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the event this Section 5.03(a) by any Company Subsidiary or any Representative of the Company takes or any action, which, if taken by the Company, would of its Subsidiaries shall constitute a breach of this Section 5.03(a), then ) by the Company shall be deemed to be in breach of this Section 5.03(a)Company.

No Solicitation by the Company; Company Board Recommendation. (a) The Company agrees that (i) it shall not, (ii) it shall cause Subject to the Company Subsidiaries and its and their respective directors, officers, employees not tofinal sentence of this Section 5.04(a), and (iii) it shall instructsubject to the terms of Section 5.04(b), and shall use its reasonable best efforts from the time this Agreement is executed until the earlier to cause, its occur of the termination of this Agreement pursuant to Article VIII and the Company Subsidiaries’ accountantsEffective Time, consultants, legal counsel, financial advisors, agents and other representatives (collectively with the Company and the Company Subsidiaries’ respective directors, officers, employees, “Representatives” (for the avoidance of doubt, which definition may be applied to any other Person as if such Person were the Company)) not toits Subsidiaries shall not, and shall not publicly announce instruct, authorize or knowingly permit any intention of their respective Representatives to, directly or indirectly: , (A) solicit, initiate, knowingly encourage propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any Alternative inquiry, proposal or offer that constitutes or could reasonably be expected to lead to, an Acquisition Proposal or any inquiry in respect thereof, (an “Inquiry”); (B) furnish to any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub) any information relating to the Company or any Company Subsidiary or afford to any Person access to the business, employees, officers, contracts, properties, assets, books and books, records or other information, or to any personnel, of the Company and the Company Subsidiaries to any Person or any Person’s representatives Company Subsidiary, in connection any such case with any Alternative the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or inquiry in respect thereof, any Inquiries; (C) enter into, continue participate or maintain engage in discussions or negotiations with any Person or any Person’s representatives with respect to an Acquisition Proposal (or Inquiries or any Alternative Proposal other effort or inquiry in respect thereof, attempt that could reasonably be expected to lead to an Acquisition Proposal); or (D) otherwise cooperate with or assist or participate in or knowingly facilitate any discussions or negotiations regarding, or furnish or cause to be furnished to any Person or Group any information with respect to, or take any other action to knowingly facilitate any inquiry regarding, 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 or otherwise make any Adverse Recommendation Change or resolve to do so, (F) submit to a vote of its shareholders any Alternative Proposal, or (G) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, letter of intent acquisition agreement or agreement in principle or any other agreement providing forContract relating to an Acquisition Transaction, or related to, any an “Alternative Proposal (except for Acceptable Confidentiality Agreements entered into in accordance with Section 5.03(b)Acquisition Agreement”). Without limiting Subject to the foregoing, it is agreed that in the event any Representative of the Company takes any action, which, if taken by the Company, would constitute a breach following sentence of this Section 5.03(a5.04(a), then and subject to the terms of Section 5.04(b), immediately following the execution of this Agreement the Company shall be deemed immediately cease, and shall cause each of its Subsidiaries and its and its Subsidiaries’ respective Representatives to be immediately cease, (x) any solicitations, discussions, communications or negotiations with any Person (other than Parent, Merger Sub and their respective Representatives) in breach connection with or which could reasonably lead to an Acquisition Proposal by such Person, and (y) all access of any Person (other than Parent, Merger Sub and their respective Representatives) to any electronic data room maintained by the Company with respect to the transactions contemplated hereby. From the time that this Agreement is executed until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof) if, and only if, the Company Board (or a committee thereof) determines in good faith (after consultation with its financial advisors and outside legal counsel) that the failure to do so (i) would prohibit the counterparty from making an unsolicited Acquisition Proposal to the Company Board in compliance with this Section 5.03(a)5.04 and (ii) would be inconsistent with its fiduciary duties under applicable Law.

No Solicitation by the Company; Company Board Recommendation. (a) The Company agrees that (i) neither it shall not, (ii) it shall cause nor any of the Company Subsidiaries shall, and that it shall direct its and their respective directors, officers, employees not toemployees, and (iii) it shall instruct, and shall use its reasonable best efforts to cause, its and the Company Subsidiaries’ accountants, consultants, legal counsel, financial advisors, advisors and agents and other representatives (collectively with the Company and the Company Subsidiaries’ respective directorscollectively, officers, employees, “"Representatives” (for the avoidance of doubt, which definition may be applied to any other Person as if such Person were the Company)") not to, and shall not publicly announce any intention to, directly or indirectly: , (Ai) solicit, solicit or initiate, or knowingly encourage (including by providing information or knowingly assistance), facilitate or induce any Alternative Proposal or any inquiry in respect thereofProposal, (Bii) furnish information to or afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to any Person or any Person’s representatives in connection with any Alternative Proposal or inquiry in respect thereof, (C) enter into, continue or maintain discussions or negotiations with any Person or any Person’s representatives with respect to any Alternative Proposal or inquiry in respect thereof, (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 5.02) regarding, or furnish or cause to be furnished to any Person or Group "Group" (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information with respect to, or take any other action to knowingly facilitate any inquiry regarding, inquiries or the making of any offer or proposal that constitutes, or could may reasonably be reasonably expected to result inlead to, an Alternative Proposal, (Eiii) approve, agree to, accept, endorse or recommend any Alternative Proposal or otherwise make any Adverse Recommendation Change or resolve to do soProposal, (Fiv) submit to a vote of its shareholders stockholders, approve, endorse or recommend any Alternative Proposal, or (Gv) enter into any merger agreement, acquisition agreement, letter of intent or agreement in principle or any other agreement providing for, or related to, for any Alternative Proposal (except for Acceptable Confidentiality Agreements entered into in accordance with confidentiality agreements permitted under Section 5.03(b5.02(b)). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the event this Section 5.02(a) by any Representative of the Company takes or any action, which, if taken by the Company, would Company Subsidiary shall constitute a breach of this Section 5.03(a), then 5.02(a) by the Company shall be deemed to be in breach of this Section 5.03(a)Company.

No Solicitation by the Company; Company Board Recommendation. (a) The Subject to Section 5.04(b), Section 5.04(c), Section 5.04(d) and Section 5.04(e), during the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, the Company agrees that (i) it shall not, (ii) it shall cause the Company Subsidiaries and its and their respective directors, officers, employees not to, and (iii) it shall instruct, and shall use not authorize or permit its reasonable best efforts to cause, its and the Company Subsidiaries’ accountants, consultants, legal counsel, financial advisors, agents and other representatives (collectively with the Company and the Company Subsidiaries’ respective directors, officers, employees, “Representatives” (for the avoidance of doubt, which definition may be applied to any other Person as if such Person were the Company)) not Subsidiaries to, and shall not publicly announce any intention permit its or their Representatives to, directly or indirectly: (Ai) solicit, initiate, knowingly encourage or encourage, knowingly facilitate any Alternative Proposal or any inquiry solicit (including in respect thereof, (B) furnish each case by way of furnishing material non-public information to or afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company or any of its Subsidiaries to any Person Person) any inquiries with respect to, or the making, submission, announcement or implementation of, any Person’s representatives in connection with any proposal or offer (written or oral) that constitutes, or would reasonably be expected to lead to, an Alternative Proposal or inquiry in respect thereofProposal, (Cii) enter intoinitiate, continue knowingly encourage, participate in or maintain solicit any discussions or negotiations with any Person or any Person’s representatives with respect to any Alternative Proposal or inquiry in respect thereof, (D) otherwise cooperate with or assist or participate in or knowingly facilitate any whether such discussions or negotiations regardingare initiated by the Company, any of its Representatives or furnish a third party), other than Parent or cause any of its Representatives, regarding or in furtherance of such inquiries or relating to be furnished to any Person or Group any information with respect to, or take any other action to knowingly facilitate any inquiry regarding, or the making of any proposal that constitutes, or could be reasonably expected to result in, an Alternative Proposal, (Eiii) approveprovide any material non-public information, agree todocumentation or data of the Company or any of its Subsidiaries to any Person, acceptother than Parent or any of its Representatives, endorse or recommend any relating to an Alternative Proposal or otherwise make any Adverse Recommendation Change or resolve to do soProposal, (Fiv) submit otherwise cooperate with any effort or attempt to a vote of its shareholders make, implement or accept any Alternative Proposal, (v) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (Gincluding any transaction under, or a third party becoming an “interested shareholder” under, Section 302A.673 of the MBCA), or any restrictive provision of any applicable anti-takeover provision in the Company Charter or Company Bylaws inapplicable to any transactions contemplated by an Alternative Proposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted to any Person other than Parent or any of its Affiliates under any such provisions), (vi) enter into any merger agreementletter of intent, memorandum of understanding, agreement in principle, acquisition agreement, letter of intent merger agreement, option agreement, joint venture agreement, partnership agreement or agreement in principle or any other agreement providing forconstituting or related to, or related which is intended to or is reasonably likely to lead to, any Alternative Proposal (except for other than an Acceptable Confidentiality Agreements entered into in accordance with Section 5.03(b)). Without limiting the foregoing, it is agreed that Agreement as set forth in the event provisions of Section 5.04(c)) (each, an “Acquisition Agreement”), or (vii) adopt or approve any Representative Alternative Proposal, or propose the approval or adoption of any Alternative Proposal, or resolve or agree to take any such action. The Company shall immediately cease, and cause its Subsidiaries and direct its and their Representatives to terminate, any cooperation with or assistance or participation in any inquiries or proposals of any Persons made prior to the Company takes date hereof, and any action, which, if taken discussions or negotiations with any Persons conducted theretofore by the Company, would constitute a breach its Subsidiaries or any of this Section 5.03(a)its or their Representatives, then in each case, with respect to any Alternative Proposal, and request and instruct to be returned or destroyed all non-public information provided by or on behalf of the Company shall or any of its Subsidiaries to such Person relating to an Alternative Proposal. Notwithstanding the foregoing, nothing in this Agreement will prohibit or restrict the Company from, at any time, releasing any Person from any ‘standstill’ provision in favor of the Company to which a Person may be deemed subject solely to be in breach of this Section 5.03(a)the extent to allow the applicable Person to make a confidential Alternative Proposal to the Company Board.

No Solicitation by the Company; Company Board Recommendation. (a) The Except as expressly permitted by this Section 5.03, the Company agrees that (i) it shall notshall, (ii) it and shall cause each of the Company Subsidiaries (and shall instruct its and their respective directors, officers, employees not tomanagers, and (iii) it shall instruct, and shall use its reasonable best efforts to cause, its and the Company Subsidiaries’ accountantsemployees, consultants, legal counsel, financial advisors, advisors and agents and other representatives (collectively with the Company and the Company Subsidiaries’ respective directors, officers, employeescollectively, “Representatives” ”)) to: (for the avoidance i) following execution of doubtthis Agreement, which definition immediately cease any existing solicitations, discussions or negotiations with any Persons that may be applied ongoing with respect to any inquiry, proposal, discussion, offer or request that constitutes or could reasonably be expected to lead to an Alternative Proposal (an “Inquiry”); (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 Person as than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make an Alternative Proposal; (iii) from and after the date hereof until the earlier of the Effective Time or the date, if such Person were any, on which this Agreement is terminated pursuant to Section 8.01, subject to the Company)) not toother provisions of this Section 5.03, and shall not publicly announce any intention tonot, directly or indirectly: , (A) solicit, initiate, knowingly encourage or knowingly facilitate any Alternative Proposal or any inquiry in respect thereofInquiry, (B) furnish non-public information to or afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to any Person or any Person’s representatives in connection with any an Inquiry or an Alternative Proposal or inquiry in respect thereofProposal, (C) enter into, continue or maintain otherwise participate in any discussions or negotiations with any Person or any Person’s representatives with respect to any an Inquiry or an Alternative Proposal (other than informing Persons of the provisions set forth in this Agreement) or inquiry in respect thereof, (D) otherwise cooperate with grant any waiver, amendment or assist release under any standstill provision of any confidentiality or participate in similar agreement to which the Company or knowingly facilitate any discussions or negotiations regarding, or furnish or cause to be furnished to any Person or Group any information with respect to, or take any other action to knowingly facilitate any inquiry regarding, Company Subsidiary is a party; and (iv) until the earlier of the Effective Time or the making date, if any, on which this Agreement is terminated pursuant to Section 8.01, subject to the other provisions of any proposal that constitutesthis Section 5.03, not, directly or could be reasonably expected to result in, an Alternative Proposalindirectly, (EA) approve, agree to, accept, endorse endorse, recommend or recommend any Alternative Proposal or otherwise make any Adverse Recommendation Change or resolve to do so, (F) submit to 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 being understood that the Company will have no obligation to make such reaffirmation on more than three (3) occasions), (D) fail to recommend 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, (E) fail to include the recommendation of the Company Board in favor of approval and adoption of this Agreement and the Merger in the Proxy Statement (any of the foregoing clauses (A) through (E) being an “Adverse Recommendation Change”) or (GF) enter into any merger agreement, acquisition agreement, letter of intent or agreement in principle or any other agreement providing for, or related to, 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 Acceptable Confidentiality Agreements entered into in accordance with Section 5.03(b)). Without limiting the foregoing, it is agreed that in the event any Representative of the Company takes any action, which, if taken by the Company, would constitute a breach of this Section 5.03(a), then the Company shall be deemed to be in breach of this Section 5.03(aAgreements).

No Solicitation by the Company; Company Board Recommendation. (a) The Except as expressly permitted by Section 5.04(b) or Section 5.04(d), the Company agrees that (i) it shall notshall, (ii) it and shall cause each of the Company Subsidiaries Subsidiaries, and its and their respective officers, directors, officers, employees not to, and (iii) it shall instructmanagers or employees, and shall use instruct its reasonable best efforts to cause, its and the Company Subsidiaries’ accountants, consultants, legal counsel, financial advisors, investment bankers and agents and other representatives (collectively with collectively, “Representatives”) of the Company and or the Company Subsidiaries’ respective directors, officersto: (i) immediately cease any existing solicitations, employees, “Representatives” (for the avoidance of doubt, which definition discussions or negotiations with any Persons that may be applied ongoing with respect to any other Person as if such Person were Alternative Proposal or any proposal that could be reasonably expected to result in an Alternative Proposal; (ii) promptly request the Company)) not toreturn or destruction of, and shall terminate access to any data room containing, any confidential information of the Company previously furnished to any Person in connection with a potential Alternative Proposal; and (iii) 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 or knowingly facilitate any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an Alternative Proposal (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 any inquiry in respect thereofotherwise 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 and records of regarding the Company and the Company Subsidiaries to any Person or any Person’s representatives in connection with any an Inquiry or an Alternative Proposal or inquiry in respect thereofProposal, (C) enter into, continue or maintain discussions or negotiations with any Person or any Person’s representatives with respect to any an Inquiry or an Alternative Proposal or inquiry in respect thereofProposal, (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 5.04 or contacting any person making an Alternative Proposal to ascertain facts or clarify terms and conditions for the sole 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 “Group” any non-public information with respect to, or take any other action to knowingly facilitate any inquiry regarding, inquiries 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 or otherwise make any Adverse Recommendation Change or resolve to do soProposal, (F) submit to a vote of its shareholders stockholders, approve, endorse or recommend any Alternative Proposal, or (G) effect any Adverse Recommendation Change or (H) enter into or agree to enter into any merger agreement, acquisition agreement, letter of intent or intent, memorandum of understanding, agreement in principle or any other merger, acquisition, confidentiality or similar agreement providing for, contemplating or related to, otherwise relating to any Alternative Proposal (except for Acceptable Confidentiality Agreements entered into in accordance with Section 5.03(b)). Without limiting the foregoing, it is agreed that in the event any Representative of the Company takes any action, which, if taken by the Company, would constitute a breach of this Section 5.03(a), then the Company shall be deemed to be in breach of this Section 5.03(a)Proposal.

No Solicitation by the Company; Company Board Recommendation. (a) The Except as expressly permitted by Section 6.02(b) and Section 6.02(d), the Company agrees that (i) it shall notshall, (ii) 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 not toemployees, and (iii) it shall instruct, and shall use its reasonable best efforts to cause, its and the Company Subsidiaries’ accountants, consultants, legal counsel, financial advisors, agents and other representatives (collectively with of the Company and or the Company Subsidiaries’ respective Subsidiaries (such directors, officers, employees, accountants, consultants, legal counsel, financial advisors, agents and other representatives, collectively, “Representatives” ”), to: (for the avoidance of doubti) immediately cease any existing solicitations, which definition discussions or negotiations with any Persons that may be applied ongoing with respect to any other Person as if such Person were the Company)) not 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 shall 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 encourage, facilitate or knowingly facilitate induce any Inquiry or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Alternative Proposal or any inquiry in respect thereofProposal, (B) furnish information to or afford access to the business, employees, officers, contracts, properties, assets, books and or records of the Company and the Company Subsidiaries to any Person that could reasonably be expected to lead to, or any Person’s representatives in connection with any with, an Inquiry or an Alternative Proposal or inquiry in respect thereofProposal, (C) enter into, continue or maintain discussions or negotiations with any Person or any Person’s representatives with respect to any an Inquiry or an Alternative Proposal or inquiry in respect thereofProposal, (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 “Group” (as such term is defined in Section 13(d) of the Exchange Act) any information with respect toto the Company, or take any other action to knowingly facilitate any inquiry regarding, or the making of any proposal that constitutes, or could be reasonably expected to result in, an Alternative ProposalInquiry, (E) approve, agree to, accept, endorse or recommend any Alternative Proposal or otherwise make any Adverse Recommendation Change or resolve to do soProposal, (F) submit to a vote of its shareholders 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 (GJ) enter into any merger agreement, acquisition agreement, letter of intent or agreement in principle or any other agreement providing for, or related to, for any Alternative Proposal (except for Acceptable Confidentiality Agreements entered into in accordance with confidentiality agreements permitted under Section 5.03(b6.02(b)). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the event this Section 6.02(a) (including any direction hereunder) by any Representative of the Company takes or any action, which, if taken by the Company, would Company Subsidiary shall constitute a breach of this Section 5.03(a), then 6.02(a) by the Company shall be deemed to be in breach of this Section 5.03(a)Company.

No Solicitation by the Company; Company Board Recommendation. (a) The From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 7.01, except as otherwise provided in this Section 5.02, the Company agrees that shall not, and shall direct and use its commercially reasonable efforts to cause its Representatives not to, (i) it shall notdirectly or indirectly, solicit, initiate or knowingly encourage, or knowingly facilitate any Company Takeover Proposal or any inquiry or proposal that would reasonably be expected to lead to a Company Takeover Proposal, in each case, except for this Agreement and the transactions contemplated by this Agreement, (ii) it shall cause the Company Subsidiaries and its and their respective directors, officers, employees not to, and (iii) it shall instruct, and shall use its reasonable best efforts to cause, its and the Company Subsidiaries’ accountants, consultants, legal counsel, financial advisors, agents and other representatives (collectively with the Company and the Company Subsidiaries’ respective directors, officers, employees, “Representatives” (for the avoidance of doubt, which definition may be applied to participate in any other Person as if such Person were the Company)) not to, and shall not publicly announce any intention to, directly or indirectly: (A) solicit, initiate, knowingly encourage or knowingly facilitate any Alternative Proposal or any inquiry in respect thereof, (B) furnish information to or afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to any Person or any Person’s representatives in connection with any Alternative Proposal or inquiry in respect thereof, (C) enter into, continue or maintain discussions or negotiations with any Person (except for the Company’s Representatives or Parent and Parent’s Affiliates and its and their respective Representatives) regarding, or furnish to any such Person’s representatives , any nonpublic information with respect to any Alternative Company Takeover Proposal or any inquiry in respect thereofor proposal that would reasonably be expected to lead to a Company Takeover Proposal, (Diii) waive, terminate, modify or release any Person (other than Parent, Merger Sub and their respective Affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation unless the failure to do so would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties under applicable Law provided that the Company shall not be required to enforce any provision of any such agreement that would prohibit a third party from requesting any such modification, termination, waiver or release, or (iv) subject to Section 7.01(c)(i), enter into any Company Acquisition Agreement; provided, however, that solely ministerial acts, such as answering unsolicited phone calls, shall not be deemed to “facilitate” for purposes of, or otherwise cooperate with or assist or participate in or knowingly facilitate any to constitute a breach of, this Section 5.02(a). The Company shall, and shall direct its Representatives to, immediately cease all existing solicitations, discussions or negotiations regarding, with any Person (except for the Company’s Representatives or furnish or cause Parent and Parent’s Affiliates and its and their respective Representatives) conducted prior to be furnished the date of this Agreement with respect to any Company Takeover Proposal, and, within five (5) Business Days after the date hereof, request and confirm in writing the prompt return or destruction of all confidential information previously furnished and immediately terminate all physical and electronic data room access previously granted to any such Person or Group its Representatives. Notwithstanding anything to the contrary in this Agreement, at any time prior to obtaining the Company Stockholder Approval, in response to the receipt of a bona fide written Company Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after consultation with the Company’s financial advisor and outside legal counsel) that such Company Takeover Proposal, inquiry or proposal either constitutes a Superior Company Proposal or would reasonably be expected to result in a Superior Company Proposal, and which Company Takeover Proposal, inquiry or proposal was made after the date of this Agreement and did not otherwise result from a material breach of this Section 5.02, the Company and its Representatives may (A) furnish information with respect toto the Company Entities to the Person making such Company Takeover Proposal (and such Person’s Representatives) (provided that all such information has previously been provided to Parent or is provided to Parent substantially concurrently with the time it is provided to such Person(s)), or take any other action if prior to knowingly facilitate any inquiry regardingso furnishing such information, or the making Company receives from the third party an executed confidentiality agreement that includes terms that are no less restrictive of any proposal that constitutes, or could be reasonably expected to result in, an Alternative such Person than the terms contained in the Confidentiality Agreement; and (B) participate in discussions regarding the terms of such Company Takeover Proposal, (E) approveincluding terms of a Company Acquisition Agreement with respect thereto, agree to, accept, endorse or recommend any Alternative Proposal or otherwise make any Adverse Recommendation Change or resolve to do so, (F) submit to a vote and the negotiation of its shareholders any Alternative Proposal, or (G) enter into any merger agreement, acquisition agreement, letter of intent or agreement in principle or any other agreement providing for, or related to, any Alternative such terms and such Company Acquisition Agreement with the Person making such Company Takeover Proposal (except for Acceptable Confidentiality Agreements entered into in accordance with Section 5.03(b)and such Person’s Representatives). Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the event this Section 5.02 by any Representative of the Company takes any action, which, if taken by the Company, would shall constitute a breach of this Section 5.03(a), then 5.02 by the Company shall be deemed to be in breach of this Section 5.03(a)Company.

No Solicitation by the Company; Company Board Recommendation. (a) The Except as permitted by Section 5.04(b) or Section 5.04(e), from the date hereof, the Company agrees that (i) it shall notshall, (ii) it and shall cause each of the Company Subsidiaries Subsidiaries, and its and their respective officers, directors, officers, employees not to, and (iii) it shall instructmanagers or employees, and shall use instruct its reasonable best efforts to cause, its and the Company Subsidiaries’ accountants, consultants, legal counsel, financial advisors, advisors and agents and other representatives (collectively with the Company and the Company Subsidiaries’ respective directors, officers, employeescollectively, “Representatives” ”), to: (for the avoidance of doubti) immediately cease any existing solicitations, which definition discussions or negotiations with any Persons that may be applied ongoing with respect to any Alternative Proposal or any proposal that would reasonably be expected to result in an Alternative Proposal; and (ii) 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 Person as if such Person were the Company)) not toprovisions of this Section 5.04, not, and shall not to publicly announce any intention to, directly or indirectly: , (A) solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an Alternative Proposal (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 any inquiry in respect thereofotherwise 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 and records of regarding the Company and the Company Subsidiaries, afford access to the Company or the Company Subsidiaries to or host any meeting (including by telephone or videoconference) with any Person or any Person’s representatives in connection with any an Inquiry or an Alternative Proposal or inquiry in respect thereofProposal, (C) enter into, continue or maintain discussions or negotiations with any Person or any Person’s representatives with respect to any an Inquiry or an Alternative Proposal or inquiry in respect thereofProposal, (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 5.04 or contacting any person making an Alternative Proposal to ascertain facts or clarify terms and conditions for the sole 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 “Group” any non-public information with respect to, or take any other action to knowingly facilitate any inquiry regarding, inquiries or the making of any proposal that constitutes, or could would reasonably be reasonably expected to result in, an Alternative Proposal, (E) approve, agree to, accept, endorse or recommend any Alternative Proposal or otherwise make any Adverse Recommendation Change or resolve to do soProposal, (F) submit to a vote of its shareholders shareholders, approve, endorse or recommend any Alternative Proposal, (G) effect any Adverse Recommendation Change or (GH) enter into any merger agreement, acquisition agreement, letter of intent or agreement in principle or any other agreement providing for, or related to, for any Alternative Proposal (except for Acceptable Confidentiality Agreements entered into in accordance with Section 5.03(b)). Without limiting the foregoing, it is agreed that in the event any Representative of the Company takes any action, which, if taken by the Company, would constitute a breach of this Section 5.03(a), then the Company shall be deemed to be in breach of this Section 5.03(aAgreements).

No Solicitation by the Company; Company Board Recommendation. (a) The Except as otherwise expressly permitted by this Section 5.02, from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company agrees that (i) it shall will not, (ii) nor will it shall cause the Company Subsidiaries and authorize or permit any of its and Affiliates or any of its or their respective directors, officersofficers or employees or any of their respective investment bankers, employees not to, and (iii) it shall instruct, and shall use its reasonable best efforts to cause, its and the Company Subsidiaries’ accountants, consultants, legal counsel, financial attorneys or other advisors, agents and other or representatives (collectively with the Company and the Company Subsidiaries’ respective directors, officers, employeescollectively, “Representatives” (for the avoidance of doubt, which definition may be applied to any other Person as if such Person were the Company)”) not to, and shall not publicly announce any intention to, directly or indirectly: (Ai) solicit, solicit or initiate, knowingly encourage or knowingly facilitate encourage, induce or facilitate, any Alternative Takeover Proposal or any inquiry in respect thereofinquiry, proposal or request for information that may reasonably be expected to lead to a Takeover Proposal; (Bii) furnish information to or afford access other than solely to the business, employees, officers, contracts, properties, assets, books and records extent necessary to inform a Person of the Company and existence of the Company Subsidiaries to provisions contained in this Section 5.02, participate in any Person or any Person’s representatives in connection with any Alternative Proposal or inquiry in respect thereof, (C) enter into, continue or maintain discussions or negotiations with any Person (other than with Parent, Merger Sub or any Person’s representatives designees of Parent or Merger Sub) with respect to any Alternative Proposal or inquiry in respect thereof, (D) otherwise cooperate with or assist or participate in or knowingly facilitate any discussions or negotiations regardingto, or furnish or cause to be furnished to any Person (other than to Parent, Merger Sub or Group any designees of Parent or Merger Sub) any information with respect to, or take cooperate in any way with any Person (other action to knowingly facilitate than with Parent, Merger Sub or any inquiry regardingdesignees of Parent or Merger Sub) with respect to, any Takeover Proposal or the making of any inquiry, proposal or request for information that constitutes, or could may reasonably be reasonably expected to result in, an Alternative lead to a Takeover Proposal, ; (Eiii) approve, agree to, acceptapprove, endorse endorse, recommend or recommend consummate any Alternative Takeover Proposal or otherwise enter into any letter of intent, memorandum of understanding, agreement in principle or similar document, or any Contract (other than an Acceptable Confidentiality Agreement entered into compliance with this Section 5.02) or commitment contemplating any Takeover Proposal; (iv) take any action to make the provisions of any Adverse Recommendation Change state takeover statute or resolve similar applicable Law (including the restrictions under Section 203 of the DGCL), or any anti-takeover provision in the Company Charter, inapplicable to any transactions contemplated by any Takeover Proposal; (v) grant any waiver, amendment or release under any standstill or similar agreement (and the Company shall promptly take all action necessary to terminate or cause to be terminated any such waiver previously granted with respect to any provision of any such standstill or similar agreement to the extent permitted thereby to do so, (F) submit to a vote of its shareholders any Alternative Proposal, ); or (Gvi) enter into any merger agreement, acquisition agreement, letter of intent or agreement in principle or any other agreement providing for, or related to, any Alternative Proposal (except for Acceptable Confidentiality Agreements entered into in accordance with Section 5.03(b)). Without limiting Contract that would restrict the foregoing, it is agreed that in the event any Representative ability of the Company takes any action, which, if taken by the Company, would constitute a breach of this Section 5.03(a), then the Company shall be deemed to be in breach of this Section 5.03(a).comply with its obligations under this

No Solicitation by the Company; Company Board Recommendation. (a) The From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 7.01, except as otherwise provided in this Section 5.02, the Company agrees that shall not, and shall cause the Company Subsidiaries not to, and shall direct and use its reasonable best efforts to cause its or their respective Representatives not to, (i) it shall notdirectly or indirectly solicit, initiate or knowingly encourage, or facilitate any Company Takeover Proposal or any inquiry or proposal that would reasonably be expected to lead to a Company Takeover Proposal, in each case, except for this Agreement and the transactions contemplated by this Agreement, (ii) it shall cause participate in any discussions or negotiations with any Person (except for the Company Subsidiaries and its and their respective Representatives or Parent and Parent’s Affiliates and its and their respective Representatives) regarding, or furnish to any such Person, any nonpublic information with respect to any Company Takeover Proposal or any inquiry or proposal that would reasonably be expected to lead to a Company Takeover Proposal, (iii) waive, terminate, modify or release any Person (other than Parent, Merger Sub and their respective Affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation (provided that the Company shall not be required to take, or be prohibited from taking, any action otherwise prohibited or required under this subclause (iii) if the Company Board determines in good faith (after consultation with the Company’s outside legal counsel) that such action or inaction would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law) or (iv) subject to Section 7.01(c)(i), officersenter into any Company Acquisition Agreement; provided, employees however, that (A) solely ministerial acts, such as answering unsolicited phone calls, shall not be deemed to “facilitate” for purposes of, or otherwise to constitute a breach of, this Section 5.02(a) and (B) the Company and its Representatives shall be permitted to contact the Person who has made such Company Takeover Proposal solely to clarify the terms of such Company Takeover Proposal so that the Company Board may inform itself about such Company Takeover Proposal. The Company shall, and shall cause the Company Subsidiaries to, and (iii) it shall instructdirect, and shall use its reasonable best efforts to cause, its and the Company Subsidiaries’ accountants, consultants, legal counsel, financial advisors, agents and other representatives (collectively with the Company and the Company Subsidiaries’ their respective directors, officers, employees, “Representatives” (for the avoidance of doubt, which definition may be applied to any other Person as if such Person were the Company)) not Representatives to, and shall not publicly announce any intention toimmediately cease all existing solicitations, directly or indirectly: (A) solicit, initiate, knowingly encourage or knowingly facilitate any Alternative Proposal or any inquiry in respect thereof, (B) furnish information to or afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to any Person or any Person’s representatives in connection with any Alternative Proposal or inquiry in respect thereof, (C) enter into, continue or maintain discussions or negotiations with any Person (except for the Company Subsidiaries and its and their respective Representatives or any PersonParent and Parent’s representatives Affiliates and its and their respective Representatives) conducted prior to the date of this Agreement with respect to any Alternative Company Takeover Proposal, request in writing the prompt return or destruction of all confidential information previously furnished and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representatives. Notwithstanding anything to the contrary in this Agreement, at any time prior to obtaining the Company Stockholder Approval, in response to the receipt of a bona fide written Company Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after consultation with the Company’s financial advisors and outside legal counsel) that (x) such Company Takeover Proposal, inquiry or proposal either constitutes a Superior Company Proposal or inquiry in respect thereof, (D) otherwise cooperate with or assist or participate in or knowingly facilitate any discussions or negotiations regarding, or furnish or cause to would reasonably be furnished to any Person or Group any information with respect to, or take any other action to knowingly facilitate any inquiry regarding, or the making of any proposal that constitutes, or could be reasonably expected to result inin a Superior Company Proposal and (y) the failure to take the actions described in clauses (A) and (B) below would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law, an Alternative and which Company Takeover Proposal, (E) approve, agree to, accept, endorse inquiry or recommend any Alternative Proposal or proposal was made after the date of this Agreement and did not otherwise make any Adverse Recommendation Change or resolve to do so, (F) submit to result from a vote of its shareholders any Alternative Proposal, or (G) enter into any merger agreement, acquisition agreement, letter of intent or agreement in principle or any other agreement providing for, or related to, any Alternative Proposal (except for Acceptable Confidentiality Agreements entered into in accordance with Section 5.03(b)). Without limiting the foregoing, it is agreed that in the event any Representative of the Company takes any action, which, if taken by the Company, would constitute a material breach of this Section 5.03(a5.02, the Company and its Representatives may (A) furnish information with respect to the Company Entities to the Person making such Company Takeover Proposal (and such Person’s Representatives) (provided that all such information has previously been provided to Parent or is provided to Parent substantially concurrently with the time it is provided to such Person(s)), then if prior to so furnishing such information, the Company shall be deemed to be receives from the third party an executed confidentiality agreement that includes terms that are no less restrictive of such Person than the terms contained in breach the Confidentiality Agreement; and (B) participate in discussions regarding the terms of this Section 5.03(asuch Company Takeover Proposal, including terms of a Company Acquisition Agreement with respect thereto, and the negotiation of such terms and such Company Acquisition Agreement with the Person making such Company Takeover Proposal (and such Person’s Representatives).

No Solicitation by the Company; Company Board Recommendation. (a) The From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 7.01, except as otherwise provided in this Section 5.02, the Company agrees that shall not, and shall cause the Company Subsidiaries not to, and shall direct and use its reasonable best efforts to cause its or their respective Representatives not to, (i) it shall notdirectly or indirectly solicit, initiate or knowingly encourage, or facilitate any Company Takeover Proposal or any inquiry or proposal that would reasonably be expected to lead to a Company Takeover Proposal, in each case, except for this Agreement and the transactions contemplated by this Agreement, (ii) it shall cause participate in any discussions or negotiations with any Person (except for the Company Subsidiaries and its and their respective Representatives or Parent and Parent’s Affiliates and its and their respective Representatives) regarding, or furnish to any such Person, any nonpublic information with respect to any Company Takeover Proposal or any inquiry or proposal that would reasonably be expected to lead to a Company Takeover Proposal, (iii) waive, terminate, modify or release any Person (other than Parent, Merger Sub and their respective Affiliates) from any provision of or grant any permission, waiver or request under any “standstill” or similar agreement or obligation (provided that the Company shall not be required to take, or be prohibited from taking, any action otherwise prohibited or required under this subclause (iii) if the Company Board determines in good faith (after consultation with the Company’s outside legal counsel) that such action or inaction would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law) or (iv) subject to Section 7.01(c)(i), officersenter into any Company Acquisition Agreement; provided, employees however, that (A) solely ministerial acts, such as answering unsolicited phone calls, shall not be deemed to “facilitate” for purposes of, or otherwise to constitute a breach of, this Section 5.02(a) and (B) the Company and its Representatives shall be permitted to contact the Person who has made such Company Takeover Proposal solely to clarify the terms of such Company Takeover Proposal so that the Company Board may inform itself about such Company Takeover Proposal. The Company shall, and shall cause the Company Subsidiaries to, and (iii) it shall instructdirect, and shall use its reasonable best efforts to cause, its and the Company Subsidiaries’ accountants, consultants, legal counsel, financial advisors, agents and other representatives (collectively with the Company and the Company Subsidiaries’ their respective directors, officers, employees, “Representatives” (for the avoidance of doubt, which definition may be applied to any other Person as if such Person were the Company)) not Representatives to, and shall not publicly announce any intention toimmediately cease all existing solicitations, directly or indirectly: (A) solicit, initiate, knowingly encourage or knowingly facilitate any Alternative Proposal or any inquiry in respect thereof, (B) furnish information to or afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to any Person or any Person’s representatives in connection with any Alternative Proposal or inquiry in respect thereof, (C) enter into, continue or maintain discussions or negotiations with any Person (except for the Company Subsidiaries and its and their respective Representatives or any PersonParent and Parent’s representatives Affiliates and its and their respective Representatives) conducted prior to the date of this Agreement with respect to any Alternative Company Takeover Proposal, request in writing the prompt return or destruction of all confidential information previously furnished and immediately terminate all physical and electronic data room access previously granted to any such Person or its Representatives. Notwithstanding anything to the contrary in this Agreement, at any time prior to obtaining the Company Stockholder Approval, in response to the receipt of a bona fide written Company Takeover Proposal made after the date of this Agreement that the Company Board determines in good faith (after consultation with the Company’s financial advisors and outside legal counsel) that (x) such Company Takeover Proposal, inquiry or proposal either constitutes a Superior Company Proposal or inquiry in respect thereof, (D) otherwise cooperate with or assist or participate in or knowingly facilitate any discussions or negotiations regarding, or furnish or cause to would reasonably be furnished to any Person or Group any information with respect to, or take any other action to knowingly facilitate any inquiry regarding, or the making of any proposal that constitutes, or could be reasonably expected to result inin a Superior Company Proposal and (y) the failure to take the actions described in clauses (A) and (B) below would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law, an Alternative and which Company Takeover Proposal, (E) approve, agree to, accept, endorse inquiry or recommend any Alternative Proposal or 829649.04-LACSR01A - MSW proposal was made after the date of this Agreement and did not otherwise make any Adverse Recommendation Change or resolve to do so, (F) submit to result from a vote of its shareholders any Alternative Proposal, or (G) enter into any merger agreement, acquisition agreement, letter of intent or agreement in principle or any other agreement providing for, or related to, any Alternative Proposal (except for Acceptable Confidentiality Agreements entered into in accordance with Section 5.03(b)). Without limiting the foregoing, it is agreed that in the event any Representative of the Company takes any action, which, if taken by the Company, would constitute a material breach of this Section 5.03(a5.02, the Company and its Representatives may (A) furnish information with respect to the Company Entities to the Person making such Company Takeover Proposal (and such Person’s Representatives) (provided that all such information has previously been provided to Parent or is provided to Parent substantially concurrently with the time it is provided to such Person(s)), then if prior to so furnishing such information, the Company shall be deemed to be receives from the third party an executed confidentiality agreement that includes terms that are no less restrictive of such Person than the terms contained in breach the Confidentiality Agreement; and (B) participate in discussions regarding the terms of this Section 5.03(asuch Company Takeover Proposal, including terms of a Company Acquisition Agreement with respect thereto, and the negotiation of such terms and such Company Acquisition Agreement with the Person making such Company Takeover Proposal (and such Person’s Representatives).