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

No Solicitation by the Company; Company Recommendation. (a) From the Agreement Date until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, except as explicitly permitted by Section 5.03(c) and Section 5.03(d), the Company will not, and will cause each of the Company Subsidiaries to not, and will instruct the Representatives of the Company and the Company Subsidiaries to not, and to not publicly announce any intention to, directly or indirectly (i) 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 5.03 (such as answering unsolicited phone calls) will not be deemed to “facilitate” for purposes of, or otherwise constitute a violation of, this Section 5.03); (ii) furnish or cause to be furnished to any Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) any non-public information with respect to any Inquiries or the making of any proposal that constitutes, or would be reasonably expected to result in, an Alternative Proposal; (iii) enter into, continue or maintain discussions or negotiations with any Person (other than Parent, Merger Sub and their respective Affiliates) with respect to an Inquiry or an Alternative Proposal (other than informing Persons of the provisions set forth in this Section 5.03 or contacting any Person making an Alternative Proposal to ascertain facts or clarify terms and conditions of such Alternative Proposal for the sole purpose of the Special Committee reasonably informing itself about such Alternative Proposal); (iv) approve, agree to, accept, endorse or recommend any Alternative Proposal; (v) submit to a vote of its shareholders any Alternative Proposal; (vi) effect any Adverse Recommendation Change; provided, that, subject to compliance by the Company with the terms of this Section 6.03, neither the (1) the determination by the Special Committee in accordance with Section 5.03(d) that an Alternative Proposal constitutes a Superior Proposal, or (2) the delivery by the Company of the notice required by Section 5.03(d) shall in and of themselves constitute an Adverse Recommendation Change); or (vii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument providing for an Alternative Proposal. The Company will, and will cause the Company Subsidiaries to, and will instruct its and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any third party and its Representatives with respect to any Alternative Proposal and will use its reasonable best efforts to cause any such third party (together with its Representatives) that has executed a confidentiality agreement in connection with any Alternative Proposal, within the 12-month period prior to the Agreement Date, and that is in possession of confidential information heretofore furnished by or on behalf of the Company or any of the Company Subsidiaries in connection with the consideration of an Alternative Proposal (and all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze that information) to return or destroy all such information as promptly as practicable. It is agreed that any violation of the restrictions on the Company set forth in this Section 5.03 by any Representative of the Company or any of the Company Subsidiaries will constitute a breach of this Section 5.03 by the Company. (b) Notwithstanding anything to the contrary in Section 5.03(a), if the Company or any of the Company Subsidiaries or any of its or their respective Representatives (including members of the Special Committee) receives a bona fide Alternative Proposal by any Person or Group at any time prior to the Company Shareholders Meeting, and provided there has been no material breach of Section 5.03(a) that resulted in such Alternative Proposal, the Company and its Representatives may, prior to the Company Shareholders Meeting, take the actions set forth in subsections (i) and/or (ii) of this Section 5.03(b) if the Special Committee has determined, in its good faith judgment (after consultation with its financial advisor and outside legal counsel), that such Alternative Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that the failure to take such action would reasonably be likely to constitute a breach of the directors’ fiduciary duties under applicable Law: (i) furnish or cause to be furnished non-public information to and afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to the Person or Group and its Representatives that made such Alternative Proposal, pursuant to an executed (and the Company and/or Company Subsidiaries may enter into a) customary confidentiality agreement that does not prohibit compliance by the Company with any of the provisions of this Agreement (it being understood that the Company shall not be required to include any “standstill” provision in such confidentiality agreement), including this Section 5.03; and (ii) enter into, engage in and continue thereafter (so long as such Alternative Proposal remains reasonably likely to lead to a Superior Proposal) discussions or negotiations with the Person or Group and its Representatives that made such Alternative Proposal with respect to such Alternative Proposal. (c) Reasonably promptly (but in no event more than 48 hours) following receipt (to the Knowledge of the Company) of any Alternative Proposal or any Inquiry, the Company will advise Parent in writing of the receipt of such Alternative Proposal or Inquiry, and the material terms and conditions of such Alternative Proposal or Inquiry (including, in each case, the identity of the Person or Group making any such Alternative Proposal or Inquiry), and the Company will as reasonably promptly as practicable provide to Parent (i) a copy of such Alternative Proposal or Inquiry, if in writing; or (ii) a summary of the material terms of such Alternative Proposal or Inquiry, if oral. The Company agrees that it will promptly provide to Parent any non-public information concerning the Company or any of the Company Subsidiaries that it provides to any other Person or Group in connection with any such Alternative Proposal that has not previously been provided to Parent. In addition, the Company will keep Parent reasonably informed on a reasonably prompt basis of any material developments regarding the Alternative Proposal or any material change to the terms or status of the Alternative Proposal or Inquiry. (d) Notwithstanding anything herein to the contrary, at any time prior to the Company Shareholders Meeting, the Special Committee may (i) in the case of an Intervening Event or if the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 5.03(d)), and provided there has been no material breach of Section 5.03(a) that resulted in such Superior Proposal, cause the Company to effect an Adverse Recommendation Change, and/or (ii) if the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 5.03(d)), cause the Company to terminate this Agreement pursuant to Section 8.01(d) to enter into a definitive written agreement providing for such Superior Proposal simultaneously with the termination of this Agreement, in the case of clauses (i) and (ii), if the Special Committee has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be likely to constitute a breach of the directors’ fiduciary duties under applicable Law; provided that the Special Committee may not make an Adverse Recommendation Change or, in the case of a Superior Proposal, terminate this Agreement pursuant to Section 8.01(d), unless: (i) the Company has provided prior written notice to Parent at least five Business Days in advance (the “Notice Period”) of taking such action, which notice will advise Parent of the circumstances giving rise to the Adverse Recommendation Change, and, in the case of a Superior Proposal, that the Special Committee has received a Superior Proposal and includes a copy of the most recent version of such Superior Proposal; (ii) during the Notice Period, the Company has negotiated with Parent in good faith (if and to the extent Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that, in the case of a Superior Proposal, such Superior Proposal ceases to constitute (in the good faith judgment of the Special Committee) a Superior Proposal, or in the case of an Intervening Event, the failure to make such Adverse Recommendation Change (in the judgment of the Special Committee after consultation with outside financial advisors and outside legal counsel) would no longer be reasonably likely to constitute a breach of the directors’ fiduciary duties under applicable Law; and (iii) the Special Committee has determined in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to in writing by Parent, if any, and after consultation with its outside financial advisor and outside legal counsel, that, in the case of a Superior Proposal, such Superior Proposal remains a Superior Proposal or, in the case of an Intervening Event, that the failure to make such Adverse Recommendation Change would continue to reasonably be likely to constitute a breach of the directors’ fiduciary duties under applicable Law. If during the Notice Period any material revisions are made to the Superior Proposal, the Company will deliver a new written notice to Parent and will comply with the requirements of this Section 5.03(d) with respect to such new written notice; provided, however, that for purposes of this sentence, references to the five Business Day period above will be deemed to be references to a three Business Day period. (e) Nothing contained in this Agreement will prevent the Company, the Company Board or the Special Committee from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9, Rule 14e-2 or Item 1012(a) of Regulation M-A under the Exchange Act with respect to an Alternative Proposal or from making any disclosure to the Company’s shareholders if the Special Committee (after consultation with outside legal counsel) concludes that its failure to do so would reasonably be likely to constitute a breach of the directors’ fiduciary duties under applicable Law; provided that (i) any such action taken or statement made that relates to an Alternative Proposal will be deemed to be an Adverse Recommendation Change unless the Special Committee reaffirms the Company Recommendation in such statement or in connection with such action, and (ii) it is understood and agreed that any factually accurate public statement by the Company that merely describes the Company’s receipt of an Alternative Proposal and the operation of this Agreement with respect thereto and contains a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act will not constitute an Adverse Recommendation Change.

No Solicitation by the Company; Company Recommendation. (a) From Except as expressly permitted by Section 6.03, the Agreement Date Company shall, and shall cause each of the Company Subsidiaries (and shall instruct its and their respective directors, officers, managers, employees, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”)) to: (i) following execution of this Agreement, immediately cease any existing solicitations, discussions or negotiations with any Persons that may be ongoing with respect to any inquiry, proposal, discussion, offer or request that constitutes or could reasonably be expected to lead to, or result in, an Alternative Proposal (an “Inquiry”); (ii) (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make an Inquiry and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any Inquiry (provided that the Company shall be permitted to grant waivers of, and not to enforce, any standstill provision to the extent necessary to permit the counterparty thereto to make an Alternative Proposal directly to the Company Board in accordance with the terms of this Section 6.03); (iii) from and after the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.019.01, except as explicitly permitted by subject to the other provisions of this Section 5.03(c) and Section 5.03(d)6.03, the Company will not, directly or indirectly, (A) solicit, initiate, knowingly encourage or facilitate the submission of any Inquiry or an Alternative Proposal, (B) furnish non-public information to or afford access to the business, employees, officers, contracts, properties, assets, books and will cause each of the Company Subsidiaries to not, and will instruct the Representatives records of the Company and the Company Subsidiaries to not, and to not publicly announce any intention to, directly Person in connection with an Inquiry or indirectly (i) 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 or (an “Inquiry”) (it being understood and agreed that ministerial acts that are not otherwise prohibited by this Section 5.03 (such as answering unsolicited phone calls) will not be deemed to “facilitate” for purposes of, or otherwise constitute a violation of, this Section 5.03); (ii) furnish or cause to be furnished to any Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) any non-public information with respect to any Inquiries or the making of any proposal that constitutes, or would be reasonably expected to result in, an Alternative Proposal; (iiiC) enter into, continue or maintain otherwise participate in any discussions or negotiations with any Person (other than Parent, Merger Sub and their respective Affiliates) with respect to an Inquiry or an Alternative Proposal (other than informing Persons of the existence of the provisions set forth in this Section 5.03 Agreement or contacting any Person making an Alternative Proposal to ascertain facts or clarify terms and conditions of such Alternative Proposal for the sole purpose of the Special Committee Company Board reasonably informing itself about such Alternative Proposal); and (iv) until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.01, subject to the other provisions of this Section 6.03, not, directly or indirectly, (A) approve, agree to, accept, endorse endorse, recommend or recommend any Alternative Proposal; (v) submit to a vote of its shareholders stockholders any Alternative Proposal; , (viB) effect fail to make, or withdraw, qualify, modify or amend, in a manner adverse to Parent and Merger Sub, the Company Recommendation (or recommend an Alternative Proposal), (C) take any action to exempt any Person from the provisions of Section 203 of the DGCL or any other applicable state takeover statute, (D) make any public statement, filing or release inconsistent with the Company Recommendation, (E) fail to publicly reaffirm the Company Recommendation within three (3) Business Days after Parent so requests in writing, (F) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Alternative Proposal subject to Regulation 14D under the Exchange Act within ten (10) days after the commencement of such Alternative Proposal, (G) approve, adopt or recommend any Alternative Proposal, or propose publicly to approve, adopt or recommend, any Alternative Proposal, (any of the foregoing clauses (A) through (F) in this subsection (iv), an “Adverse Recommendation Change; provided, that, subject to compliance by the Company with the terms of this Section 6.03, neither the (1) the determination by the Special Committee in accordance with Section 5.03(d) that an Alternative Proposal constitutes a Superior Proposal”), or (2) the delivery by the Company of the notice required by Section 5.03(d) shall in and of themselves constitute an Adverse Recommendation Change); or (viiH) enter into any letter of intent, agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument Contract (except for Acceptable Confidentiality Agreements) relating to or providing for an Alternative Proposal. The Company will, and will cause the Company Subsidiaries to, and will instruct its and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any third party and its Representatives with respect to any Alternative Proposal and will use its reasonable best efforts or a potential Alternative Proposal or requiring, or reasonably expected to cause any such third party (together with its Representatives) that has executed a confidentiality agreement in connection with any Alternative Proposalcause, within the 12-month period prior to the Agreement Date, and that is in possession of confidential information heretofore furnished by or on behalf of the Company to abandon, terminate, materially delay or fail to consummate, or that would otherwise materially impede or interfere with, the Merger, the Offer or any of the Company Subsidiaries in connection with the consideration of an Alternative Proposal (and all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze that information) to return or destroy all such information as promptly as practicabletransactions contemplated hereby. It is agreed that any violation Willful Breach of the restrictions on the Company set forth in this Section 5.03 6.03(a) by any Affiliate of the Company or any Representative of the Company or any of the Company Subsidiaries will constitute its Affiliates shall be deemed a breach Willful Breach of this Section 5.03 Agreement by the Company. (b) Notwithstanding anything to the contrary in Section 5.03(a6.03(a), if at any time following the date hereof and prior to the Acceptance Time the Company or any of the Company Subsidiaries Subsidiary or any of its or their respective Representatives (including members of the Special Committee) receives a bona fide unsolicited written Alternative Proposal by any Person or Group at any time prior to the Company Shareholders Meeting, and provided there has been no (which Alternative Proposal did not result from a material breach of this Section 5.03(a6.03) that resulted in such Alternative Proposalby any Person, the Company and its Representatives may, prior to (but not after) the Company Shareholders MeetingAcceptance Time, take the actions set forth in subsections (i) and/or and (ii) of this Section 5.03(b6.03(b) if the Special Committee Company Board (or any committee thereof) has determined, determined in its good faith judgment (after consultation with its financial advisor and outside legal counseladvisors), that such Alternative Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that the failure to take such action would reasonably be likely to constitute a breach of inconsistent with the directors’ exercise of their fiduciary duties under applicable Law: (i) furnish or cause to be furnished non-public information to and afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to the Person or Group and its Representatives that who made such Alternative Proposal, Proposal and such Person’s Representatives pursuant to an executed (and the Company and/or Company Subsidiaries may enter into abut only pursuant to) customary confidentiality agreement that does not prohibit compliance by the Company with any of the provisions of this Agreement one or more Acceptable Confidentiality Agreements (it being understood provided that the Company shall not be required has previously furnished, made available or provided access to include Parent to any “standstill” provision such non-public information or substantially concurrently (and in such confidentiality agreementany event within twenty-four (24) hours thereafter) does so), including this Section 5.03; and (ii) enter into, engage into or otherwise participate in and continue thereafter (so long as such Alternative Proposal remains reasonably likely to lead to a Superior Proposal) any discussions or negotiations with the any Person or Group and its Representatives that made such Alternative Proposal with respect to regarding such Alternative Proposal. (c) Reasonably promptly (but in no event more than 48 twenty-four (24) hours) following receipt (to the Knowledge of the Company) of any Alternative Proposal or any Inquiryfrom and after the date of this Agreement, the Company will shall advise Parent in writing of the receipt of such Alternative Proposal or InquiryProposal, and the material terms and conditions of such Alternative Proposal or Inquiry (including, in each case, the identity of the Person or Group making any such Alternative Proposal or InquiryProposal), and the Company will shall as reasonably promptly as practicable provide to Parent Parent: (i) a copy of such Alternative Proposal or InquiryProposal, if in writing; or (ii) a written summary of the material terms of such Alternative Proposal or InquiryProposal, if oral. The Company agrees that it will promptly provide to Parent any non-public information concerning the Company or any of the Company Subsidiaries that it provides to any other Person or Group in connection with any such Alternative Proposal that has not previously been provided to Parent. In addition, the Company will shall keep Parent reasonably informed in all material respects on a reasonably prompt current basis of any the status and material developments regarding the terms (including material amendments or proposed material amendments to) of such Alternative Proposal or any material change to the terms or status of the Alternative Proposal or InquiryProposal. (d) Notwithstanding anything herein to the contrary, at any time prior to the Company Shareholders MeetingAcceptance Time, the Special Committee may (i) in the case of an Intervening Event or if (A) the Company has received receives a bona fide unsolicited written Alternative Proposal (which Alternative Proposal did not result from a material breach of this Section 6.03) that the Company Board determines in good faith, after consultation with outside counsel and its financial advisors, constitutes a Superior Proposal and (after taking into account the terms of any revised offer by Parent pursuant to this Section 5.03(d)), and provided there has been no material breach of Section 5.03(aB) that resulted in such Superior Proposal, cause the Company determines in good faith, after consultation with outside counsel, that the failure to effect take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law, then the Company Board may make an Adverse Recommendation Change, and/or (ii) if the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 5.03(d)), cause the Company to Change or terminate this Agreement pursuant to Section 8.01(d9.01(d) to enter into a definitive written agreement providing for with respect to such Superior Proposal simultaneously with the termination of this Agreement, in the case of clauses (i) Proposal; and (ii)) if in response to material events, if changes or developments in circumstances, unrelated to an Alternative Proposal, that were not known to or reasonably foreseeable by the Special Committee Company Board as of or prior to the date hereof, the Company Board has determined in good faith, after consultation with outside legal counselcounsel and its financial advisors, that the failure to take such action would reasonably be likely to constitute a breach of inconsistent with the directors’ exercise of their fiduciary duties under applicable Law, then the Company Board may make an Adverse Recommendation Change; provided provided, that the Special Committee Company Board may not make an Adverse Recommendation Change or, in the case of a Superior Proposal, or terminate this Agreement pursuant to this Section 8.01(d), 6.03(d) unless: (i1) the Company has shall have first provided prior written notice to Parent (which notice shall not constitute an Adverse Recommendation Change or termination of this Agreement), at least five four (4) Business Days in advance (the “Notice Period”) ), of taking such action, which notice will advise Parent of the circumstances giving rise to the Adverse Recommendation Change, and, in the case of a Superior Proposal, that the Special Committee has received a Superior Proposal and includes a copy of the most recent version of such Superior Proposal; (ii) during the Notice Period, the Company has negotiated with Parent in good faith (if and to the extent Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that, in the case of a Superior Proposal, such Superior Proposal ceases to constitute (in the good faith judgment of the Special Committee) a Superior Proposal, or in the case of an Intervening Event, the failure to make such Adverse Recommendation Change (in the judgment of the Special Committee after consultation with outside financial advisors and outside legal counsel) would no longer be reasonably likely to constitute a breach of the directors’ fiduciary duties under applicable Law; and (iii) the Special Committee has determined in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to in writing by Parent, if any, and after consultation with its outside financial advisor and outside legal counsel, that, in the case of a Superior Proposal, such Superior Proposal remains a Superior Proposal or, in the case of an Intervening Event, that the failure to make such Adverse Recommendation Change would continue to reasonably be likely to constitute a breach of the directors’ fiduciary duties under applicable Law. If during the Notice Period any material revisions are made to the Superior Proposal, the Company will deliver a new written notice to Parent and will comply with the requirements of this Section 5.03(d) with respect to such new written notice; provided, however, that for purposes of this sentence, references to the five Business Day period above will be deemed to be references to a three Business Day period. (e) Nothing contained in this Agreement will prevent the Company, the Company Board or the Special Committee from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9, Rule 14e-2 or Item 1012(a) of Regulation M-A under the Exchange Act with respect to an Alternative Proposal or from making any disclosure to the Company’s shareholders if the Special Committee (after consultation with outside legal counsel) concludes that its failure intention to do so would reasonably be likely to constitute a breach of the directors’ fiduciary duties take any action permitted under applicable Law; provided that (i) any such action taken or statement made that relates to an Alternative Proposal will be deemed to be an Adverse Recommendation Change unless the Special Committee reaffirms the Company Recommendation in such statement or in connection with such action, and (ii) it is understood and agreed that any factually accurate public statement by the Company that merely describes the Company’s receipt of an Alternative Proposal and the operation of this Agreement with respect thereto and contains a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act will not constitute an Adverse Recommendation Change.this

No Solicitation by the Company; Company Recommendation. (a) From the Agreement Date until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, except Except as explicitly expressly permitted by this Section 5.03(c) and Section 5.03(d)6.03, the Company will notshall, and will shall cause each of the Company Subsidiaries to not, and will instruct the Representatives of the Company its and the Company Subsidiaries to notSubsidiaries’ directors, officers and employees to, and shall cause its and the Company Subsidiaries’ other Representatives to: (i) following execution of this Agreement, immediately cease any existing solicitations, discussions or negotiations with, and the provision of any nonpublic information to, any Persons that may be ongoing with respect to any Alternative Proposal or any inquiry, proposal, discussion, offer or request that would reasonably be expected to result in an Alternative Proposal; (ii) (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, entered into a confidentiality agreement with the Company or any Company Subsidiary that would reasonably be expected to result in an Alternative Proposal and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any such Person (provided that the Company Board shall be permitted to grant waivers of, and not publicly announce to enforce, any intention tostandstill provision to the extent necessary to permit the counterparty thereto to make an Alternative Proposal directly to the Company Board in accordance with the terms of this Section 6.03); (iii) during the Pre-Closing Period, not, directly or indirectly indirectly, (iA) solicit, initiate, knowingly encourage or knowingly facilitate the submission of an Alternative Proposal or any inquiry, proposal, discussion, offer or request that constituteswould reasonably be expected to result in an Alternative Proposal, (B) furnish information, or afford access to the business, employees, officers, contracts, properties, assets, books and records or other aspects of the Company and the Company Subsidiaries, to any Person in connection with, or that would reasonably be expected to result in an Alternative Proposal or (C) enter into, continue or otherwise participate in any discussions or negotiations with any Person with respect to an Alternative Proposal or any inquiry, proposal, discussion, offer or request that would reasonably be expected to result in an Alternative Proposal; provided, that, the Company and the Company Subsidiaries and its and their Representatives may (x) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person or group of Persons (including by requesting that such terms and conditions be conveyed in writing) solely to determine whether such inquiry or proposal constitutes or would reasonably be expected to lead toresult in a Superior Proposal, if and only if the Company Board has determined in good faith (after consultation with its financial and outside legal advisors) that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law or (y) inform a Person or group of Persons that has made an Alternative Proposal (an “Inquiry”) (it being understood and agreed that ministerial acts that are not otherwise prohibited by this Section 5.03 (such as answering unsolicited phone calls) will not be deemed to “facilitate” for purposes of, or otherwise constitute a violation of, this Section 5.03); (ii) furnish or cause to be furnished to any Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) any non-public information with respect to any Inquiries or the making of any proposal that constitutes, or would be reasonably expected to result in, an Alternative Proposal; (iii) enter into, continue or maintain discussions or negotiations with any Person (other than Parent, Merger Sub and their respective Affiliates) with respect to an Inquiry or an Alternative Proposal (other than informing Persons of the provisions set forth in of this Section 5.03 or contacting any Person making an Alternative Proposal to ascertain facts or clarify terms 6.03; and conditions of such Alternative Proposal for the sole purpose of the Special Committee reasonably informing itself about such Alternative Proposal); (iv) during the Pre-Closing Period, not, directly or indirectly, (A) approve, agree to, accept, endorse endorse, adopt, recommend or recommend any Alternative Proposal; (v) submit or agree to submit to a vote of its shareholders any Alternative Proposal, or propose publicly to do any of the foregoing, (B) fail to make, or withdraw, qualify, modify or amend the Company Recommendation (or recommend an Alternative Proposal), (C) take any action to exempt any Person from Article X of the Company Charter, the provisions of Section 203 of the DGCL or any other applicable state takeover statute, (D) make any public statement, filing or release inconsistent with the Company Recommendation, (c) fail to publicly reaffirm the Company Recommendation within three (3) Business Days after Parent so requests in writing; provided that Parent may make such a request no more than three (vi3) effect times in the aggregate, and no more than one time in any ten (10)-day period, or (F) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Alternative Proposal subject to Regulation 14D under the Exchange Act within ten (10) days after the commencement of such Alternative Proposal, (G) commit or agree to do any of the foregoing (any of the foregoing clauses (A) through (G) in this subsection (iv), an “Adverse Recommendation Change; provided, that, subject to compliance by the Company with the terms of this Section 6.03, neither the (1) the determination by the Special Committee in accordance with Section 5.03(d) that an Alternative Proposal constitutes a Superior Proposal”), or (2) the delivery by the Company of the notice required by Section 5.03(d) shall in and of themselves constitute an Adverse Recommendation Change); or (viiH) enter into any letter of intent, agreement in principle, letter of intent, term sheet, expense reimbursement provision, merger agreement, acquisition agreement, option agreement or other similar instrument (except for Acceptable Confidentiality Agreements) relating to or providing for an Alternative Proposal. The Company will, and will cause the Company Subsidiaries to, and will instruct its and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any third party and its Representatives with respect to any Alternative Proposal and will use its reasonable best efforts to cause any such third party (together with its Representatives) that has executed or a confidentiality agreement in connection with any potential Alternative Proposal, within the 12-month period prior to the Agreement Date, and that is in possession of confidential information heretofore furnished by or on behalf of the Company or any of the Company Subsidiaries in connection with the consideration of an Alternative Proposal (and all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze that information) to return or destroy all such information as promptly as practicable. It is agreed that any violation breach of the restrictions on the Company set forth in this Section 5.03 6.03 by any Affiliate of the Company or any Representative of the Company or any of the Company Subsidiaries will (acting as such) shall constitute a breach of this Section 5.03 6.03 by the Company. (b) Notwithstanding anything to the contrary in Section 5.03(a6.03(a), if following the date hereof and prior to the Acceptance Time the Company or any of the Company Subsidiaries Subsidiary or any of its or their respective Representatives (including members of the Special Committee) receives a bona fide unsolicited written Alternative Proposal by (which Alternative Proposal did not result from a breach of this Agreement) from any Person or Group at any time prior to the Company Shareholders Meeting, and provided there has been no material breach group of Section 5.03(a) that resulted in such Alternative ProposalPersons, the Company and its Representatives may, prior to (but not after) the Acceptance Time, if the Company Shareholders Meeting, take the actions set forth Board (or any committee thereof) has determined in subsections (i) and/or (ii) of this Section 5.03(b) if the Special Committee has determined, in its good faith judgment (after consultation with its financial advisor and outside legal counseladvisors), that such Alternative Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that the failure to take such action would reasonably be likely expected to constitute a breach of be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law: (i) furnish or cause to be furnished non-public information to information, and afford access to the business, employees, officers, contracts, properties, assets, books and records or other aspects of the Company and the Company Subsidiaries Subsidiaries, to the Person or Group and its Representatives that group of Persons who made such Alternative Proposal, Proposal and such Person’s or group’s Representatives pursuant to an executed (and the Company and/or Company Subsidiaries may enter into abut only pursuant to) customary confidentiality agreement that does not prohibit compliance by the Company with any of the provisions of this Agreement one or more Acceptable Confidentiality Agreements (it being understood provided that the Company shall not be required has previously furnished, made available or provided access to include Parent to any “standstill” provision such information, or substantially concurrently (and in such confidentiality agreementany event within twenty-four (24) hours thereafter) does so), including this Section 5.03; and (ii) enter into, engage into or otherwise participate in and continue thereafter (so long as such Alternative Proposal remains reasonably likely to lead to a Superior Proposal) any discussions or negotiations with the any Person or Group group and its Representatives that made such (including solicitations of revised Alternative Proposal with respect to Proposals) regarding such Alternative Proposal. All such information provided to Parent shall be subject to the terms of the Confidentiality Agreement. (c) Reasonably promptly (but and in no any event more than 48 within forty-eight (48) hours) following receipt (to the Knowledge of the Company) of any Alternative Proposal or any Inquiryfrom and after the date of this Agreement, the Company will shall advise Parent in writing of the receipt of such Alternative Proposal or InquiryProposal, and the material terms and conditions of such Alternative Proposal or Inquiry (including, in each case, the identity of the Person or Group making any such Alternative Proposal or InquiryProposal), and the Company will shall as reasonably promptly as practicable provide to Parent (i) a complete and unredacted copy of such Alternative Proposal or Inquiryand all related transaction documentation (including drafts), if in writing; or writing or, in lieu thereof, (ii) a written summary of the material terms of such Alternative Proposal or Inquiry, if oral. The Company agrees that it will promptly provide to Parent any non-public information concerning the Company or any of the Company Subsidiaries that it provides to any other Person or Group in connection with any such Alternative Proposal that has not previously been provided to ParentProposal. In addition, the Company will shall keep Parent reasonably informed in all material respects on a reasonably prompt current basis of any the status and terms and conditions (including amendments or proposed material developments regarding the amendments to) of such Alternative Proposal and none of the Company or any material change to Company Subsidiary or any of their Representatives will, after the terms or status of the Alternative Proposal or Inquiry. (d) Notwithstanding anything herein to the contrary, at any time prior to the Company Shareholders Meeting, the Special Committee may (i) in the case of an Intervening Event or if the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 5.03(d)), and provided there has been no material breach of Section 5.03(a) that resulted in such Superior Proposal, cause the Company to effect an Adverse Recommendation Change, and/or (ii) if the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 5.03(d)), cause the Company to terminate this Agreement pursuant to Section 8.01(d) to enter into a definitive written agreement providing for such Superior Proposal simultaneously with the termination date of this Agreement, in enter into any agreement that would prohibit them from providing such information or the case of clauses (i) and (ii), if the Special Committee has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be likely to constitute a breach of the directors’ fiduciary duties under applicable Law; provided that the Special Committee may not make an Adverse Recommendation Change or, in the case of a Superior Proposal, terminate this Agreement pursuant to Section 8.01(d), unless: (i) the Company has provided prior written notice to Parent at least five Business Days in advance (the “Notice Period”) of taking such action, which notice will advise Parent of the circumstances giving rise to the Adverse Recommendation Change, and, in the case of a Superior Proposal, that the Special Committee has received a Superior Proposal and includes a copy of the most recent version of such Superior Proposal; (ii) during the Notice Period, the Company has negotiated with Parent in good faith (if and to the extent Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that, in the case of a Superior Proposal, such Superior Proposal ceases to constitute (in the good faith judgment of the Special Committee) a Superior Proposal, or in the case of an Intervening Event, the failure to make such Adverse Recommendation Change (in the judgment of the Special Committee after consultation with outside financial advisors and outside legal counsel) would no longer be reasonably likely to constitute a breach of the directors’ fiduciary duties under applicable Law; and (iii) the Special Committee has determined in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to in writing information contemplated by Parent, if any, and after consultation with its outside financial advisor and outside legal counsel, that, in the case of a Superior Proposal, such Superior Proposal remains a Superior Proposal or, in the case of an Intervening Event, that the failure to make such Adverse Recommendation Change would continue to reasonably be likely to constitute a breach of the directors’ fiduciary duties under applicable Law. If during the Notice Period any material revisions are made to the Superior Proposal, the Company will deliver a new written notice to Parent and will comply with the requirements of this Section 5.03(d) with respect to such new written notice; provided, however, that for purposes of this sentence, references to the five Business Day period above will be deemed to be references to a three Business Day period. (e) Nothing contained in this Agreement will prevent the Company, the Company Board or the Special Committee from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9, Rule 14e-2 or Item 1012(a) of Regulation M-A under the Exchange Act with respect to an Alternative Proposal or from making any disclosure to the Company’s shareholders if the Special Committee (after consultation with outside legal counsel) concludes that its failure to do so would reasonably be likely to constitute a breach of the directors’ fiduciary duties under applicable Law; provided that (i) any such action taken or statement made that relates to an Alternative Proposal will be deemed to be an Adverse Recommendation Change unless the Special Committee reaffirms the Company Recommendation in such statement or in connection with such action, and (ii) it is understood and agreed that any factually accurate public statement by the Company that merely describes the Company’s receipt of an Alternative Proposal and the operation of this Agreement with respect thereto and contains a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act will not constitute an Adverse Recommendation Change.6.03(c)

No Solicitation by the Company; Company Recommendation. (a) From the Agreement Date until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, except Except as explicitly expressly permitted by this Section 5.03(c) and Section 5.03(d)5.3, the Company will notshall, and will shall cause each of the Company Subsidiaries (and shall instruct its and their respective directors, officers, managers, employees, consultants, legal counsel, financial advisors and agents and other representatives (collectively, "Representatives")) to: (i) following execution of this Agreement, immediately cease any existing solicitations, discussions or negotiations with any Persons that may be ongoing with respect to any inquiry, proposal, discussion, offer or request that constitutes or could reasonably be expected to lead to, or result in, an Alternative Proposal (an "Inquiry"); (ii) (A) as promptly as reasonably practicable (and in any event within four Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the six-month period prior to the date of this Agreement, made or indicated an intention to make an Inquiry and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any Inquiry; (iii) until such time as this Agreement is validly terminated pursuant to and in accordance with Section 8, subject to the other provisions of this Section 5.3, not, directly or indirectly, (A) solicit, initiate, knowingly encourage or facilitate the submission of any Inquiry or an Alternative Proposal, (B) furnish non-public information to or afford access to the business, employees, officers, contracts, properties, assets, books and will instruct the Representatives records of the Company and the Company Subsidiaries to not, and to not publicly announce any intention to, directly Person in connection with an Inquiry or indirectly (i) 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 or (an “Inquiry”) (it being understood and agreed that ministerial acts that are not otherwise prohibited by this Section 5.03 (such as answering unsolicited phone calls) will not be deemed to “facilitate” for purposes of, or otherwise constitute a violation of, this Section 5.03); (ii) furnish or cause to be furnished to any Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) any non-public information with respect to any Inquiries or the making of any proposal that constitutes, or would be reasonably expected to result in, an Alternative Proposal; (iiiC) enter into, continue or maintain otherwise participate in any discussions or negotiations with any Person (other than Parent, Merger Sub and their respective Affiliates) with respect to an Inquiry or an Alternative Proposal Proposal; and (iv) until this Agreement is validly terminated pursuant to and in accordance with Section 8, subject to the other than informing Persons provisions of the provisions set forth in this Section 5.03 5.3, not, directly or contacting any Person making an Alternative Proposal to ascertain facts or clarify terms and conditions of such Alternative Proposal for the sole purpose of the Special Committee reasonably informing itself about such Alternative Proposal); indirectly, (ivA) approve, agree to, accept, endorse endorse, recommend or recommend any Alternative Proposal; (v) submit to a vote of its shareholders stockholders any Alternative Proposal; , (viB) effect fail to make, or withdraw, qualify, modify or amend, in a manner adverse to Parent and Merger Sub, the Company Recommendation (or recommend an Alternative Proposal), (C) take any action to exempt any Person from business combination, anti-takeover and similar Laws, (D) make any public statement, filing or release inconsistent with the Company Recommendation, (E) fail to publicly reaffirm the Company Recommendation within three Business Days after Parent so requests in writing, (F) approve, adopt or recommend any Alternative Proposal, or propose publicly to approve, adopt or recommend, any Alternative Proposal, (any of the foregoing clauses (A) through (F) in this subsection (iv), an "Adverse Recommendation Change; provided, that, subject to compliance by the Company with the terms of this Section 6.03, neither the (1) the determination by the Special Committee in accordance with Section 5.03(d) that an Alternative Proposal constitutes a Superior Proposal"), or (2) the delivery by the Company of the notice required by Section 5.03(d) shall in and of themselves constitute an Adverse Recommendation Change); or (viiG) enter into any letter of intent, agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument Contract relating to or providing for an Alternative Proposal. The Company will, and will cause the Company Subsidiaries to, and will instruct its and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any third party and its Representatives with respect to any Alternative Proposal and will use its reasonable best efforts or a potential Alternative Proposal or requiring, or reasonably expected to cause any such third party (together with its Representatives) that has executed a confidentiality agreement in connection with any Alternative Proposalcause, within the 12-month period prior to the Agreement Date, and that is in possession of confidential information heretofore furnished by or on behalf of the Company to abandon, terminate, materially delay or fail to consummate, or that would otherwise materially impede or interfere with, the Merger or any of the Company Subsidiaries in connection with the consideration of an Alternative Proposal (and all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze that information) to return or destroy all such information as promptly as practicabletransactions contemplated hereby. It is agreed that any violation Willful Breach of the restrictions on the Company set forth in this Section 5.03 5.3(a) by any Affiliate of the Company or any Representative of the Company or any of the Company Subsidiaries will constitute its Affiliates shall be deemed a breach Willful Breach of this Section 5.03 Agreement by the Company. (b) Notwithstanding anything to the contrary in Section 5.03(a5.3(a), if at any time following the date hereof and prior to the earlier of the time the Company Stockholder Approval is obtained and the date, if any, on which this Agreement is validly terminated pursuant to and in accordance with Section 8, the Company or any of the Company Subsidiaries Subsidiary or any of its or their respective Representatives (including members of the Special Committee) receives a bona fide unsolicited written Alternative Proposal by any Person or Group at any time prior to the Company Shareholders Meeting, and provided there has been no (which Alternative Proposal did not result from a material breach of this Section 5.03(a5.3) that resulted in such Alternative Proposalby any Person, the Company and its Representatives may, prior to if the Company Shareholders Meeting, take Board and the actions set forth in subsections (i) and/or (ii) of this Section 5.03(b) if the Special Committee has determined, determined in its good faith judgment (after consultation with its financial advisor and and/or outside legal counsel), advisors) that such Alternative Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that the failure to take such action would reasonably be likely to constitute a breach of inconsistent with the directors’ ' exercise of their fiduciary duties under applicable Law: (i) furnish or cause to be furnished non-public information to and afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to the Person or Group and its Representatives that who made such Alternative Proposal, Proposal and such Person's Representatives pursuant to an executed (and the Company and/or Company Subsidiaries may enter into abut only pursuant to) customary confidentiality agreement that does not prohibit compliance by the Company with any of the provisions of this Agreement one or more Acceptable Confidentiality Agreements (it being understood provided that the Company shall not be required has previously furnished, made available or provided access to include Parent to any “standstill” provision such non-public information or substantially concurrently (and in such confidentiality agreementany event within twenty-four hours thereafter) does so), including this Section 5.03; and (ii) enter into, engage into or otherwise participate in and continue thereafter (so long as such Alternative Proposal remains reasonably likely to lead to a Superior Proposal) any discussions or negotiations with the any Person or Group and its Representatives that made such Alternative Proposal with respect to regarding such Alternative Proposal. (c) Reasonably promptly (but in no event more than 48 twenty-four hours) following receipt (to the Knowledge of the Company) of any Alternative Proposal or any Inquiryfrom and after the date of this Agreement, the Company will shall advise Parent in writing of the receipt of such Alternative Proposal or InquiryProposal, and the material terms and conditions of such Alternative Proposal or Inquiry (including, in each case, the identity of the Person or Group making any such Alternative Proposal or InquiryProposal), and the Company will shall as reasonably promptly as practicable provide to Parent Parent: (i) a copy of such Alternative Proposal or InquiryProposal, if in writing;; or (ii) a written summary of the material terms of such Alternative Proposal or InquiryProposal, if oral. The Company agrees that it will promptly provide to Parent any non-public information concerning the Company or any of the Company Subsidiaries that it provides to any other Person or Group in connection with any such Alternative Proposal that has not previously been provided to Parent. In addition, the Company will shall keep Parent reasonably informed in all material respects on a reasonably prompt current basis of any the status and material developments regarding the terms (including material amendments or proposed material amendments to) of such Alternative Proposal or any material change to the terms or status of the Alternative Proposal or InquiryProposal. (d) Notwithstanding anything herein to the contrary, at any time prior to the Company Shareholders Meeting, earlier of the Special Committee may (i) in the case of an Intervening Event or if time the Company has received Stockholder Approval is obtained and the date, if any, on which this Agreement is validly terminated pursuant to and in accordance with Section 8, (1) if (x) the Company receives a bona fide unsolicited written Alternative Proposal (which Alternative Proposal did not result from a material breach of this Section 5.3) that the Company Board and the Committee determines in good faith, after consultation with its financial and/or outside legal advisors, constitutes a Superior Proposal and (after taking into account the terms of any revised offer by Parent pursuant to this Section 5.03(d)), and provided there has been no material breach of Section 5.03(ay) that resulted in such Superior Proposal, cause the Company to effect an Adverse Recommendation Change, and/or (ii) if the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 5.03(d)), cause the Company to terminate this Agreement pursuant to Section 8.01(d) to enter into a definitive written agreement providing for such Superior Proposal simultaneously with the termination of this Agreement, in the case of clauses (i) and (ii), if the Special Committee has determined determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be likely to constitute a breach of inconsistent with the directors’ ' exercise of their fiduciary duties under applicable Law, then the Company Board may make an Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(d) to enter into a definitive agreement with respect to such Superior Proposal; provided and (2) if in response to material events, changes or developments in circumstances, unrelated to an Alternative Proposal, that were not known to or reasonably foreseeable by the Company Board and the Committee as of or prior to the date hereof, the Company Board and the Committee have determined in good faith, after consultation with its financial and/or outside legal advisors, that the Special failure to take such action would be inconsistent with the directors' exercise of their fiduciary duties under applicable Law, then the Company Board and the Committee may make an Adverse Recommendation Change; provided, that the Company Board and the Committee may not make an Adverse Recommendation Change or, in the case of a Superior Proposal, or terminate this Agreement pursuant to this Section 8.01(d), 5.3(d) unless: (i) the Company has shall have first provided prior written notice to Parent (which notice shall not constitute an Adverse Recommendation Change or termination of this Agreement), at least five four Business Days in advance (the “"Notice Period”) "), of taking such actionthe Company's intention to take any action permitted under this Section 5.3(d), which notice will advise Parent shall, if applicable, specify the reasons for the proposed Adverse Recommendation Change and, if applicable, the material terms and conditions of any Superior Proposal (including the identity of the circumstances giving rise Person making such Superior Proposal) and, if applicable, provide a copy of the relevant proposed transaction agreement; and (ii) prior to the making an Adverse Recommendation Change, and, in the case of Change and/or terminating this Agreement to enter into a definitive agreement with respect to a Superior Proposal, that the Special Committee has received a Superior Proposal Company shall, and includes a copy of the most recent version of such Superior Proposal; (ii) shall use reasonable best efforts to cause its Representatives to, during the Notice Period, the Company has negotiated negotiate with Parent in good faith (if and to the extent Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that, (A) in the case of a Superior ProposalSection 5.3(d)(1), such Superior Alternative Proposal ceases to constitute (in the good faith judgment of the Special Committee) a Superior Proposal, or Proposal and (B) in the case of an Intervening EventSection 5.3(d)(1) or Section 5.3(d)(2), the failure to make such Adverse Recommendation Change (in Company Board and the judgment of the Special Committee after consultation with outside financial advisors and outside legal counsel) would no longer be reasonably likely to constitute a breach of the directors’ fiduciary duties under applicable Law; and (iii) the Special Committee has determined determine in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to in writing by Parent, if any, and after consultation with its outside financial advisor and outside legal counsel, that, in the case of a Superior Proposal, such Superior Proposal remains a Superior Proposal or, in the case of an Intervening Event, that the failure to make take such Adverse Recommendation Change action would continue to reasonably not be likely to constitute a breach of inconsistent with the directors’ ' exercise of their fiduciary duties under applicable Law. If during In the Notice Period event of any material revisions are made to the an Alternative Proposal constituting a Superior Proposal, the Company will shall be required to deliver a new written notice to Parent and will to comply with the requirements of this Section 5.03(d5.3(d) with respect to such new written notice; provided, however, except that for purposes of this sentence, references to the five four Business Day period above will shall be deemed to be references to a three two Business Day period. For the avoidance of doubt, if Parent, within four Business Days (or two Business Days, in the event of a new written notice following material revisions to a Superior Proposal) following its receipt of a Superior Proposal notice makes an offer that, as determined in good faith by the Company Board and the Committee (after consultation with its financial and/or outside legal advisors), results in the applicable Alternative Proposal no longer being a Superior Proposal, then the Company shall have no right to terminate this Agreement pursuant to Section 8.1(d) as a result of such Alternative Proposal. (e) Nothing contained in this Agreement will shall prevent the Company, Company or the Company Board or the Special Committee from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9, Rule 14e-2 or Item 1012(a) of Regulation M-A under the Exchange Act with respect to an Alternative Proposal or from making any disclosure to the Company’s shareholders if the Special Committee 's stockholders required (after consultation with outside legal counseladvisors) concludes that its failure to do so would reasonably be likely to constitute a breach of the directors’ fiduciary duties under applicable Law; provided provided, that (ithis Section 5.3(e) any such action taken shall not permit the Company or statement made that relates the Company Board to an Alternative Proposal will be deemed to be make an Adverse Recommendation Change unless the Special Committee reaffirms the Company Recommendation except as expressly set forth in such statement or in connection with such action, and this Section 5.3. (iif) it is understood and agreed that any factually accurate public statement by the Company that merely describes the Company’s receipt of an Alternative Proposal and the operation For purposes of this Agreement with respect thereto and contains a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act will not constitute an Adverse Recommendation Change.Agreement:

No Solicitation by the Company; Company Recommendation. (a) From Except as expressly permitted by Section 6.03, the Agreement Date Company shall, and shall cause each of the Company Subsidiaries (and shall instruct its and their respective directors, officers, managers, employees, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”)) to: (i) following execution of this Agreement, immediately cease any existing solicitations, discussions or negotiations with any Persons that may be ongoing with respect to any inquiry, proposal, discussion, offer or request that constitutes or could reasonably be expected to lead to, or result in, an Alternative Proposal (an “Inquiry”); (ii) (A) as promptly as reasonably practicable (and in any event within two (2) Business Days) following the date hereof, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information previously furnished to any Person (other than Parent) that has, within the one (1)-year period prior to the date of this Agreement, made or indicated an intention to make an Inquiry and (B) enforce the provisions of any existing confidentiality or non-disclosure agreement entered into with respect to any Inquiry (provided that the Company shall be permitted to grant waivers of, and not to enforce, any standstill provision to the extent necessary to permit the counterparty thereto to make an Alternative Proposal directly to the Company Board in accordance with the terms of this Section 6.03); (iii) from and after the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.019.01, except as explicitly permitted by subject to the other provisions of this Section 5.03(c) and Section 5.03(d)6.03, the Company will not, directly or indirectly, (A) solicit, initiate, knowingly encourage or facilitate the submission of any Inquiry or an Alternative Proposal, (B) furnish non-public information to or afford access to the business, employees, officers, contracts, properties, assets, books and will cause each of the Company Subsidiaries to not, and will instruct the Representatives records of the Company and the Company Subsidiaries to not, and to not publicly announce any intention to, directly Person in connection with an Inquiry or indirectly (i) 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 or (an “Inquiry”) (it being understood and agreed that ministerial acts that are not otherwise prohibited by this Section 5.03 (such as answering unsolicited phone calls) will not be deemed to “facilitate” for purposes of, or otherwise constitute a violation of, this Section 5.03); (ii) furnish or cause to be furnished to any Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) any non-public information with respect to any Inquiries or the making of any proposal that constitutes, or would be reasonably expected to result in, an Alternative Proposal; (iiiC) enter into, continue or maintain otherwise participate in any discussions or negotiations with any Person (other than Parent, Merger Sub and their respective Affiliates) with respect to an Inquiry or an Alternative Proposal (other than informing Persons of the existence of the provisions set forth in this Section 5.03 Agreement or contacting any Person making an Alternative Proposal to ascertain facts or clarify terms and conditions of such Alternative Proposal for the sole purpose of the Special Committee Company Board reasonably informing itself about such Alternative Proposal); and (iv) until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.01, subject to the other provisions of this Section 6.03, not, directly or indirectly, (A) approve, agree to, accept, endorse endorse, recommend or recommend any Alternative Proposal; (v) submit to a vote of its shareholders stockholders any Alternative Proposal; , (viB) effect fail to make, or withdraw, qualify, modify or amend, in a manner adverse to Parent and Merger Sub, the Company Recommendation (or recommend an Alternative Proposal), (C) take any action to exempt any Person from the provisions of Section 203 of the DGCL or any other applicable state takeover statute, (D) make any public statement, filing or release inconsistent with the Company Recommendation, (E) fail to publicly reaffirm the Company Recommendation within three (3) Business Days after Parent so requests in writing, (F) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Alternative Proposal subject to Regulation 14D under the Exchange Act within ten (10) days after the commencement of such Alternative Proposal, (G) approve, adopt or recommend any Alternative Proposal, or propose publicly to approve, adopt or recommend, any Alternative Proposal, (any of the foregoing clauses (A) through (F) in this subsection (iv), an “Adverse Recommendation Change; provided, that, subject to compliance by the Company with the terms of this Section 6.03, neither the (1) the determination by the Special Committee in accordance with Section 5.03(d) that an Alternative Proposal constitutes a Superior Proposal”), or (2) the delivery by the Company of the notice required by Section 5.03(d) shall in and of themselves constitute an Adverse Recommendation Change); or (viiH) enter into any letter of intent, agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument Contract (except for Acceptable Confidentiality Agreements) relating to or providing for an Alternative Proposal. The Company will, and will cause the Company Subsidiaries to, and will instruct its and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any third party and its Representatives with respect to any Alternative Proposal and will use its reasonable best efforts or a potential Alternative Proposal or requiring, or reasonably expected to cause any such third party (together with its Representatives) that has executed a confidentiality agreement in connection with any Alternative Proposalcause, within the 12-month period prior to the Agreement Date, and that is in possession of confidential information heretofore furnished by or on behalf of the Company to abandon, terminate, materially delay or fail to consummate, or that would otherwise materially impede or interfere with, the Merger, the Offer or any of the Company Subsidiaries in connection with the consideration of an Alternative Proposal (and all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze that information) to return or destroy all such information as promptly as practicabletransactions contemplated hereby. It is agreed that any violation Willful Breach of the restrictions on the Company set forth in this Section 5.03 6.03(a) by any Affiliate of the Company or any Representative of the Company or any of the Company Subsidiaries will constitute its Affiliates shall be deemed a breach Willful Breach of this Section 5.03 Agreement by the Company. (b) Notwithstanding anything to the contrary in Section 5.03(a6.03(a), if at any time following the date hereof and prior to the Acceptance Time the Company or any of the Company Subsidiaries Subsidiary or any of its or their respective Representatives (including members of the Special Committee) receives a bona fide unsolicited written Alternative Proposal by any Person or Group at any time prior to the Company Shareholders Meeting, and provided there has been no (which Alternative Proposal did not result from a material breach of this Section 5.03(a6.03) that resulted in such Alternative Proposalby any Person, the Company and its Representatives may, prior to (but not after) the Company Shareholders MeetingAcceptance Time, take the actions set forth in subsections (i) and/or and (ii) of this Section 5.03(b6.03(b) if the Special Committee Company Board (or any committee thereof) has determined, determined in its good faith judgment (after consultation with its financial advisor and outside legal counseladvisors), that such Alternative Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that the failure to take such action would reasonably be likely to constitute a breach of inconsistent with the directors’ exercise of their fiduciary duties under applicable Law: (i) furnish or cause to be furnished non-public information to and afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to the Person or Group and its Representatives that who made such Alternative Proposal, Proposal and such Person’s Representatives pursuant to an executed (and the Company and/or Company Subsidiaries may enter into abut only pursuant to) customary confidentiality agreement that does not prohibit compliance by the Company with any of the provisions of this Agreement one or more Acceptable Confidentiality Agreements (it being understood provided that the Company shall not be required has previously furnished, made available or provided access to include Parent to any “standstill” provision such non-public information or substantially concurrently (and in such confidentiality agreementany event within twenty-four (24) hours thereafter) does so), including this Section 5.03; and (ii) enter into, engage into or otherwise participate in and continue thereafter (so long as such Alternative Proposal remains reasonably likely to lead to a Superior Proposal) any discussions or negotiations with the any Person or Group and its Representatives that made such Alternative Proposal with respect to regarding such Alternative Proposal. (c) Reasonably promptly (but in no event more than 48 twenty-four (24) hours) following receipt (to the Knowledge of the Company) of any Alternative Proposal or any Inquiryfrom and after the date of this Agreement, the Company will shall advise Parent in writing of the receipt of such Alternative Proposal or InquiryProposal, and the material terms and conditions of such Alternative Proposal or Inquiry (including, in each case, the identity of the Person or Group making any such Alternative Proposal or InquiryProposal), and the Company will shall as reasonably promptly as practicable provide to Parent Parent: (i) a copy of such Alternative Proposal or InquiryProposal, if in writing; or (ii) a written summary of the material terms of such Alternative Proposal or InquiryProposal, if oral. The Company agrees that it will promptly provide to Parent any non-public information concerning the Company or any of the Company Subsidiaries that it provides to any other Person or Group in connection with any such Alternative Proposal that has not previously been provided to Parent. In addition, the Company will shall keep Parent reasonably informed in all material respects on a reasonably prompt current basis of any the status and material developments regarding the terms (including material amendments or proposed material amendments to) of such Alternative Proposal or any material change to the terms or status of the Alternative Proposal or InquiryProposal. (d) Notwithstanding anything herein to the contrary, at any time prior to the Company Shareholders MeetingAcceptance Time, the Special Committee may (i) in the case of an Intervening Event or if (A) the Company has received receives a bona fide unsolicited written Alternative Proposal (which Alternative Proposal did not result from a material breach of this Section 6.03) that the Company Board determines in good faith, after consultation with outside counsel and its financial advisors, constitutes a Superior Proposal and (after taking into account the terms of any revised offer by Parent pursuant to this Section 5.03(d)), and provided there has been no material breach of Section 5.03(aB) that resulted in such Superior Proposal, cause the Company determines in good faith, after consultation with outside counsel, that the failure to effect take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law, then the Company Board may make an Adverse Recommendation Change, and/or (ii) if the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 5.03(d)), cause the Company to Change or terminate this Agreement pursuant to Section 8.01(d9.01(d) to enter into a definitive written agreement providing for with respect to such Superior Proposal simultaneously with the termination of this Agreement, in the case of clauses (i) Proposal; and (ii)) if in response to material events, if changes or developments in circumstances, unrelated to an Alternative Proposal, that were not known to or reasonably foreseeable by the Special Committee Company Board as of or prior to the date hereof, the Company Board has determined in good faith, after consultation with outside legal counselcounsel and its financial advisors, that the failure to take such action would reasonably be likely to constitute a breach of inconsistent with the directors’ exercise of their fiduciary duties under applicable Law, then the Company Board may make an Adverse Recommendation Change; provided provided, that the Special Committee Company Board may not make an Adverse Recommendation Change or, in the case of a Superior Proposal, or terminate this Agreement pursuant to this Section 8.01(d), 6.03(d) unless: (i1) the Company has shall have first provided prior written notice to Parent (which notice shall not constitute an Adverse Recommendation Change or termination of this Agreement), at least five four (4) Business Days in advance (the “Notice Period”) ), of taking such actionthe Company’s intention to take any action permitted under this Section 6.03(d), which notice will advise Parent shall, if applicable, specify the reasons for the proposed Adverse Recommendation Change and, if applicable, the material terms and conditions of any Superior Proposal (including the identity of the circumstances giving rise Person making such Superior Proposal) and, if applicable, provide a copy of the relevant proposed transaction agreement; and (2) prior to the making an Adverse Recommendation Change, and, in the case of Change and/or terminating this Agreement to enter into a definitive agreement with respect to a Superior Proposal, that the Special Committee has received a Superior Proposal Company shall, and includes a copy of the most recent version of such Superior Proposal; (ii) shall use reasonable best efforts to cause its Representatives to, during the Notice Period, the Company has negotiated negotiate with Parent in good faith (if and to the extent Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that, (x) in the case of a Superior ProposalSection 6.03(d)(i), such Superior Alternative Proposal ceases to constitute (in the good faith judgment of the Special Committee) a Superior Proposal, or Proposal and (y) in the case of an Intervening EventSection 6.03(d)(i) or Section 6.03(d)(ii), the failure to make such Adverse Recommendation Change (in the judgment of the Special Committee after consultation with outside financial advisors and outside legal counsel) would no longer be reasonably likely to constitute a breach of the directors’ fiduciary duties under applicable Law; and (iii) the Special Committee has determined Company Board determines in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to in writing by Parent, if any, and after consultation with its outside financial advisor and outside legal counsel, that, in the case of a Superior Proposal, such Superior Proposal remains a Superior Proposal or, in the case of an Intervening Event, that the failure to make take such Adverse Recommendation Change action would continue to reasonably not be likely to constitute a breach of inconsistent with the directors’ exercise of their fiduciary duties under applicable Law. If during In the Notice Period event of any material revisions are made to the an Alternative Proposal constituting a Superior Proposal, the Company will shall be required to deliver a new written notice to Parent and will to comply with the requirements of this Section 5.03(d6.03(d) with respect to such new written notice; provided, however, except that for purposes of this sentence, references to the five four (4) Business Day period above will shall be deemed to be references to a three two (2) Business Day period. For the avoidance of doubt, if Parent, within four (4) Business Days (or two (2) Business Days, in the event of a new written notice following material revisions to a Superior Proposal) following its receipt of a Superior Proposal notice makes an offer that, as determined in good faith by the Company Board (after consultation with its outside counsel and financial advisors), results in the applicable Alternative Proposal no longer being a Superior Proposal, then the Company shall have no right to terminate this Agreement pursuant to Section 9.01(d) as a result of such Alternative Proposal. (e) Nothing contained in this Agreement will shall prevent the Company, Company or the Company Board or the Special Committee from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9, 14d-9 and Rule 14e-2 or Item 1012(a) of Regulation M-A under the Exchange Act with respect to an Alternative Proposal or from making any disclosure to the Company’s shareholders if the Special Committee stockholders required (after consultation with outside legal counseladvisors) concludes that its failure to do so would reasonably be likely to constitute a breach of the directors’ fiduciary duties under applicable Law; provided provided, that (ithis Section 6.03(e) any such action taken shall not permit the Company or statement made that relates the Company Board to an Alternative Proposal will be deemed to be make an Adverse Recommendation Change unless the Special Committee reaffirms the Company Recommendation except as expressly set forth in such statement or in connection with such action, and (ii) it is understood and agreed that any factually accurate public statement by the Company that merely describes the Company’s receipt this Section 6.03. Issuance of an Alternative Proposal and the operation of this Agreement with respect thereto and contains a “stop, look and listen” communication pursuant to that complies with the requirements of Rule 14d-9(f) promulgated under the Exchange Act will by or on behalf of the Company shall not constitute be considered an Adverse Recommendation ChangeChange and shall not require the giving of notice or compliance with the procedures set forth in Section 6.03(d). (f) For purposes of this Agreement:

No Solicitation by the Company; Company Recommendation. (a) From the Agreement Date until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01‎8.01, except as explicitly permitted by Section 5.03(c‎5.04(c) and Section 5.03(d‎5.04(d), the Company will not, and will cause each of the Company Subsidiaries to not, and will instruct the Representatives of the Company and the Company Subsidiaries to not, and to not publicly announce any intention to, directly or indirectly indirectly, (i) 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 5.03 ‎5.04 (such as answering unsolicited phone callscalls and informing Persons of the provisions of this Section ‎5.04 or contacting any Person making an Alternative Proposal solely to ascertain facts or clarify terms and conditions) will not be deemed to “solicit,” “encourage” or “facilitate” for purposes of, or otherwise constitute a violation of, this Section 5.03‎5.04); (ii) furnish or cause to be furnished to any Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) any non-public information with respect to any Inquiries or the making of any proposal that constitutes, or would be reasonably expected to result in, an Alternative Proposal; (iii) enter into, continue or maintain discussions or negotiations with any Person (other than Parent, Merger Sub and their respective Affiliates) with respect to an Inquiry or an Alternative Proposal (other than informing Persons of the provisions set forth in this Section 5.03 ‎5.04 or contacting any Person making an Alternative Proposal solely to ascertain facts or clarify terms and conditions of such Alternative Proposal for the sole purpose of the Special Committee reasonably informing itself about such Alternative Proposal); (iv) approve, agree to, accept, endorse or recommend any Alternative Proposal; (v) submit to a vote of its shareholders any Alternative Proposal; (vi) effect any Adverse Recommendation Change; provided, provided that, subject to compliance by the Company with the terms of this Section 6.03‎5.04, neither the (1) the determination by the Company Board (acting at the recommendation of the Special Committee) or the Special Committee in accordance with Section 5.03(d‎5.04(d) that an Alternative Proposal constitutes a Superior Proposal, or nor (2) the delivery by the Company of the notice required by Section 5.03(d‎5.04(d) shall in and of themselves constitute an Adverse Recommendation Change); or (vii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument providing for an Alternative Proposal. The Company will, and will cause the Company Subsidiaries to, and will instruct its and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any third party Third Party and its Representatives with respect to any Alternative Proposal and will use its reasonable best efforts to cause promptly request in writing any such third party Third Party (together with its Representatives) that has executed a confidentiality agreement in connection with any Alternative Proposal, within the 12-month period prior to the Agreement Date, and that is in possession of confidential information heretofore furnished by or on behalf of the Company or any of the Company Subsidiaries in connection with the consideration of an Alternative Proposal (and all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze that information) to return or destroy all such information as promptly as practicable. It is agreed that any violation of the restrictions on the Company (or instructions given or required to be given by the Company) set forth in this Section 5.03 ‎5.04 by any Representative of the Company or any of the Company Subsidiaries (acting at the direction of the Company or the Company Subsidiaries) will constitute a breach of this Section 5.03 ‎5.04 by the Company. (b) Notwithstanding anything to the contrary in Section 5.03(a‎5.04(a), if the Company or any of the Company Subsidiaries or any of its or their respective Representatives (including members of the Special Committee) receives a bona fide Alternative Proposal by any Person or Group Third Party at any time prior to the Company Shareholders Meeting, and provided there has been no material breach of Section 5.03(a‎5.04(a) that resulted in such Alternative Proposal, the Company and its Representatives may, prior to the Company Shareholders Meeting, take the actions set forth in subsections (i) and/or (ii) of this Section 5.03(b‎5.04(b) if the Company Board (acting at the recommendation of the Special Committee) or the Special Committee has determined, in its good faith judgment (after consultation with its financial advisor and outside legal counsel), that such Alternative Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that the failure to take such action would reasonably be likely to constitute a breach of be inconsistent with the directors’ fiduciary duties under applicable Law: (i) furnish or cause to be furnished non-public information to and afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company Subsidiaries to the Person or Group Third Party and its Representatives that made such Alternative Proposal, pursuant to an executed (and the Company and/or Company Subsidiaries may enter into a) customary confidentiality agreement that contains provisions that are no less favorable in the aggregate to the Company than those contained in the Non-Disclosure Agreements and that does not prohibit compliance by the Company with any of the provisions of this Agreement (it being understood that the Company shall not be required to include any “standstill” provision in such confidentiality agreement), including this Section 5.03‎5.04; and (ii) enter into, engage in and continue thereafter (so long as such Alternative Proposal remains reasonably likely to lead to a Superior Proposal) discussions or negotiations with the Person or Group Third Party and its Representatives that made such Alternative Proposal with respect to such Alternative Proposal. (c) Reasonably promptly (but in no event more than 48 hours) following receipt (to the Knowledge of the Company’s Knowledge) of any Alternative Proposal or any Inquiry, the Company will advise Parent in writing of the receipt of such Alternative Proposal or Inquiry, and the material terms and conditions of such Alternative Proposal or Inquiry (including, in each case, the identity of the Person or Group Third Party making any such Alternative Proposal or Inquiry), and the Company will as reasonably promptly as practicable provide to Parent (i) a copy of such Alternative Proposal or Inquiry, if in writing; or (ii) a summary of the material terms of such Alternative Proposal or Inquiry, if oral. The Company agrees that it will promptly provide to Parent any material non-public information concerning the Company or any of the Company Subsidiaries that it provides to any other Person or Group Third Party in connection with any such Alternative Proposal that has not previously been provided to Parent. In addition, the Company will keep Parent reasonably informed on a reasonably prompt basis (and in any event within 48 hours) of any material developments regarding the Alternative Proposal or any material change to the terms or status of the Alternative Proposal or InquiryInquiry (in each case, in a manner that is not unduly disruptive of the Company’s ability to conduct good faith discussions in accordance with this Section 5.04 with the party making such Alternative Proposal and its Representatives). (d) Notwithstanding anything herein to the contrary, at any time prior to the Company Shareholders Meeting, the Company Board (acting at the recommendation of the Special Committee) or the Special Committee may (i) in the case of an Intervening Event or if the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 5.03(d‎Section 5.04(d)), and provided there has been no material breach of Section 5.03(a) that resulted in such Superior Proposal, cause the Company to effect an Adverse Recommendation Change, Change and/or (ii) if the Company has received a Superior Proposal (after taking into account the terms of any revised offer by Parent pursuant to this Section 5.03(d‎5.04(d)), and provided there has been no material breach of Section ‎5.04(a) that resulted in such Superior Proposal, cause the Company to terminate this Agreement pursuant to Section 8.01(d‎8.01(d) to enter into a definitive written agreement providing for such Superior Proposal simultaneously with the termination of this Agreement, in the case of clauses (i) and (ii), if the Company Board (acting at the recommendation of the Special Committee) or the Special Committee has determined in good faith, after consultation with outside financial advisors and outside legal counsel, that the failure to take such action would reasonably be likely to constitute a breach of be inconsistent with the directors’ fiduciary duties under applicable Law; provided that the Company Board or the Special Committee may not make an Adverse Recommendation Change or, in the case of a Superior Proposal, terminate this Agreement pursuant to Section 8.01(d‎8.01(d), unless: (i) the Company has provided prior written notice to Parent at least five three Business Days in advance (the “Notice Period”) of taking such action, which notice will advise Parent of the circumstances giving rise to the Adverse Recommendation Change, and, in the case of a Superior Proposal, that the Company Board or the Special Committee has received a Superior Proposal and includes a copy of the most recent version of such Superior ProposalProposal (or where no such copy is available, a detailed description of the material terms and conditions); (ii) during the Notice Period, the Company has negotiated with Parent in good faith (if and to the extent Parent desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that, in the case of a Superior Proposal, such Superior Proposal ceases to constitute (constitute, in the good faith judgment of the Company Board (acting at the recommendation of the Special Committee) or the Special Committee, a Superior Proposal, or in the case of an Intervening Event, the failure to make such Adverse Recommendation Change (in the good faith judgment of the Company Board (acting at the recommendation of the Special Committee) or the Special Committee after consultation with outside financial advisors and outside legal counsel) would no longer be reasonably likely to constitute a breach of be inconsistent with the directors’ fiduciary duties under applicable Law; and (iii) the Company Board (acting at the recommendation of the Special Committee) or the Special Committee has determined in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to in writing by Parent, if any, and after consultation with its outside financial advisor and outside legal counsel, that, in the case of a Superior Proposal, such Superior Proposal remains a Superior Proposal or, in the case of an Intervening Event, that the failure to make such Adverse Recommendation Change would continue to reasonably be likely to constitute a breach of be inconsistent with the directors’ fiduciary duties under applicable Law. If during the Notice Period any material revisions are made to the Superior Proposal, the Company will deliver a new written notice to Parent and will comply with the requirements of this Section 5.03(d‎5.04(d) with respect to such new written notice; provided, however, that for purposes of this sentence, references to the five three Business Day period above will be deemed to be references to a three two Business Day period. (e) Nothing contained in this Agreement will prevent the Company, the Company Board or the Special Committee from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9, Rule 14e-2 or Item 1012(a) of Regulation M-A under the Exchange Act with respect to an Alternative Proposal or from making any disclosure to the Company’s shareholders if the Special Committee (after consultation with outside legal counsel) concludes that its failure to do so would reasonably be likely to constitute a breach of the directors’ fiduciary duties under applicable LawProposal; provided that (i) any such action taken the Company Board (acting at the recommendation of the Special Committee) or statement made that relates to an Alternative Proposal will be deemed to be an Adverse Recommendation Change unless the Special Committee reaffirms the Company Recommendation in such statement or in connection with such action, action and (ii) it is understood and agreed that any factually accurate public statement by the Company that merely describes the Company’s receipt of an Alternative Proposal and the operation of this Agreement with respect thereto and contains a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act will not constitute an Adverse Recommendation Change.