Common use of No Solicitation by the Company Clause in Contracts

No Solicitation by the Company. (a) The Company shall not, nor shall any of its Subsidiaries, or their directors, officers, employees, investment bankers, accountants, attorneys or other professional advisors (collectively, the "REPRESENTATIVES") (i) solicit, initiate, or knowingly encourage (including by way of furnishing nonpublic information) any Acquisition Proposal, (ii) enter into, continue, or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, any Acquisition Proposal, or (iii) enter into any agreement providing for an Acquisition Proposal; provided, however, that neither this Section 4.3(a) nor any other provision contained in this Agreement shall prohibit the Company, its Subsidiaries, or their respective Representatives from furnishing information regarding the Company to, or entering into discussions or negotiations with, any Person in response to an Acquisition Proposal that the Company's board of directors (or a committee thereof) determines in good faith, after consultation with outside legal counsel, reasonably could be expected to lead to a Superior Proposal if (1) none of the Company, its Subsidiaries, or any of their Representatives shall have violated any of the restrictions set forth in this Section 4.3(a) in a manner that resulted in the submission of such Acquisition Proposal; (2) the board of directors of the Company (or a committee thereof) determines in good faith, after consultation with outside legal counsel, that failure to take such action is likely to constitute a breach of the fiduciary duties of the board of directors of the Company under applicable Law; and (3) the Company receives from such Person an executed confidentiality agreement (the provisions of which are no less restrictive than the comparable provisions, and do not omit any restrictive provisions, contained in the confidentiality agreement between the Parent and the Company (the "CONFIDENTIALITY AGREEMENT")). The Company shall notify Parent promptly (and at least 24 hours prior to furnishing nonpublic, information to, or entering into discussions or negotiations with, any Person who has made or submitted an Acquisition Proposal) of the Company's intention to furnish nonpublic information to, or enter into discussions or negotiations with, any Person who has made or submitted an Acquisition Proposal. FOR purposes of this Agreement, "ACQUISITION PROPOSAL" MEANS any inquiry, proposal, or offer from any third party relating to (i) any direct or indirect acquisition or purchase of substantially all of the assets of the Company and its Subsidiaries, taken as a whole, or a majority of the equity securities of the Company, (ii) any tender offer or exchange offer that if consummated would result in any Person beneficially owning more than 50% of the Company's common stock, or (iii) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, or similar transaction involving the Company, other than the Offer and the Merger.

No Solicitation by the Company. (a) The From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 8.1, except as provided in Section 5.4(b) or Section 5.4(d), (i) the Company shall cease, and shall cause its officers and directors and shall direct the other Company Representatives to cease, and cause to be terminated all existing discussions, negotiations and communications with any persons or entities with respect to any Company Acquisition Proposal (other than the transactions contemplated hereby); (ii) the Company shall not, nor and shall not authorize or permit any of its Subsidiaries, or their directors, officers, employeesdirectors, investment bankers, accountantsattorneys, attorneys or accountants and other professional advisors advisors, agents and representatives (collectively, the "REPRESENTATIVESCompany Representatives") to, directly or indirectly through another person, (iA) solicit, initiate, seek, solicit or knowingly encourage (including by way of furnishing nonpublic any non-public information relating to the Company or any of its subsidiaries), or knowingly induce or take any other action which would reasonably be expected to lead to the making, submission or announcement of any Company Acquisition Proposal, (B) engage in negotiations or discussions with, or provide any non-public information or non-public data to, any person (other than Parent or any of its affiliates or any Parent Representatives) relating to any Company Acquisition Proposal or grant any waiver or release under any standstill or other agreement (except that if the Company Board (or any committee thereof) determines in good faith that the failure to grant any waiver or release would be inconsistent with the Company directors' fiduciary duties under applicable law, the Company may waive any such standstill provision in order to permit a third party to make a Company Acquisition Proposal) or (C) resolve to do any of the foregoing; (iii) the Company shall not provide and shall, within twenty-four (24) hours of the date hereof, terminate access of any third party to any data room (virtual or actual) containing any of the Company's confidential information; and (iv) within two (2) Business Days after the date hereof, the Company shall request the return or destruction of all confidential, non-public information provided to third parties that have, since the Distribution Date, entered into confidentiality agreements relating to a possible Company Acquisition Proposal with the Company or any of its subsidiaries. Notwithstanding the foregoing, nothing contained in this Section 5.4 or in Section 6.4 or any other provision of this Agreement shall prohibit the Company or the Company Board (or any committee thereof) from taking and disclosing to the Company's stockholders its position with respect to any tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Any disclosure made in accordance with the foregoing sentence that constitutes a Company Adverse Recommendation Change shall result in all of the consequences of a Company Adverse Recommendation Change set forth in this Agreement. (b) Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval, if the Company receives a written Company Acquisition Proposal from a third party and the receipt of such Company Acquisition Proposal was not initiated, sought, solicited, knowingly encouraged or knowingly induced in violation of Section 5.4(a), then the Company may (i) contact the person who has made such Company Acquisition Proposal in order to clarify the terms of such Company Acquisition Proposal so that the Company Board (or any committee thereof) may inform itself about such Company Acquisition Proposal, (ii) enter intofurnish information concerning its business, continueproperties or assets to any person pursuant to a confidentiality agreement with terms that, taken as a whole, are not materially less favorable to the Company than those contained in the Confidentiality Agreement and (iii) negotiate and participate in discussions and negotiations with such person concerning a Company Acquisition Proposal, in the case of clauses (ii) and (iii), if the Company Board determines in good faith that such Company Acquisition Proposal constitutes or is reasonably likely to constitute or lead to a Company Superior Proposal. The Company (A) shall promptly (and in any case within twenty-four (24) hours) provide Parent notice (1) of the receipt of any Company Acquisition Proposal, which notice shall include a complete, unredacted copy of such Company Acquisition Proposal, and (2) of any inquiries, proposals or offers received by, any requests for non-public information from, or otherwise participate in any discussions or negotiations regardingsought to be initiated or continued with, the Company or furnish any Company Representatives concerning a Company Acquisition Proposal that constitutes or is reasonably likely to any Person any nonpublic information with respect to, any constitute or lead to a Company Acquisition Proposal, and disclose the identity of the other party (or parties) and the material terms of such inquiry, offer, proposal or request and, in the case of written materials, provide copies of such materials, (B) shall promptly (and in any case within twenty-four (24) hours) make available to Parent copies of all written materials provided by the Company to such party but not previously made available to Parent and (C) shall keep Parent informed on a reasonably prompt basis (and, in any case, within twenty-four (24) hours of any significant development) of the status and material details (including amendments and proposed amendments) of any such Company Acquisition Proposal or other inquiry, offer, proposal or request. (c) Except as permitted by Section 5.4(d) or Section 5.4(e), neither the Company Board nor any committee thereof shall (i) withdraw, qualify or modify, or publicly propose to withdraw, qualify or modify, the Company Recommendation, in each case in a manner adverse to Parent or Sub, (ii) approve or recommend any Company Acquisition Proposal, (iii) enter into any agreement providing for an with respect to any Company Acquisition Proposal; providedProposal (other than a confidentiality agreement pursuant to Section 5.4(b)) or (iv) fail to reaffirm or re-publish the Company Recommendation within ten (10) Business Days of being requested by Parent to do so (provided that (A) Parent may make such request on no more than two (2) occasions, however(B) Parent may not make any such request at any time following the Company's delivery of a notice pursuant to clause (B) of Section 5.4(d) or clause (ii) of Section 5.4(e) and (C) if Parent has made any such request and prior to the expiration of ten (10) Business Days, that neither this the Company delivers a notice pursuant to clause (B) of Section 4.3(a5.4(d) nor any other provision contained or clause (ii) of Section 5.4(e), the ten (10) Business Day period set forth in this Agreement clause (iv) shall prohibit be tolled on a daily basis during the Company, its Subsidiaries, or their respective Representatives from furnishing information regarding period beginning on the date of delivery of such notice and ending on the date on which the Company toBoard shall have determined not to effect a Company Adverse Recommendation Change pursuant to Section 5.4(d) or Section 5.4(e), or entering into discussions or negotiations withas applicable) (any action described in this sentence being referred to as a "Company Adverse Recommendation Change"). (d) If, at any Person in response time prior to an the receipt of the Company Stockholder Approval, the Company Board receives a Company Acquisition Proposal that the Company Board determines in good faith constitutes a Company Superior Proposal, the Company Board may (i) effect a Company Adverse Recommendation Change or (ii) authorize the Company to terminate this Agreement pursuant to Section 8.1(i) in order to enter into a definitive agreement providing for a Company Superior Proposal if (A) the Company Board determines in good faith that the failure to take such action would reasonably be expected to be inconsistent with the Company's board directors' fiduciary duties under applicable Law; (B) the Company has notified Parent in writing that it intends to effect a Company Adverse Recommendation Change or terminate this Agreement; (C) if applicable, the Company has provided Parent a copy of directors the proposed definitive agreements between the Company and the person making such Company Superior Proposal; (D) for a period of five (5) days following the notice delivered pursuant to clause (B) of this Section 5.4(d), the Company shall have discussed and negotiated in good faith and made Company Representatives available to discuss and negotiate in good faith (in each case to the extent Parent desires to negotiate) with Parent Representatives any proposed modifications to the terms and conditions of this Agreement so that the failure to take such action would no longer reasonably be expected to be inconsistent with the Company's directors' fiduciary duties under applicable Law (it being understood and agreed that any amendment to any material term or condition of any Company Superior Proposal shall require a committee thereofnew notice and a new four (4) determines day negotiation period; and (E) no earlier than the end of such negotiation period, the Company Board shall have determined in good faith, after consultation with outside legal counselconsidering the terms of any proposed amendment or modification to this Agreement, reasonably could be expected to lead to that (x) the Company Acquisition Proposal that is the subject of the notice described in clause (B) above still constitutes a Company Superior Proposal if and (1) none of the Company, its Subsidiaries, or any of their Representatives shall have violated any of the restrictions set forth in this Section 4.3(a) in a manner that resulted in the submission of such Acquisition Proposal; (2y) the board of directors of the Company (or a committee thereof) determines in good faith, after consultation with outside legal counsel, that failure to take such action is likely would still reasonably be expected to constitute a breach of be inconsistent with the Company's directors' fiduciary duties of the board of directors of the Company under applicable Law; . (e) Other than in connection with a Company Superior Proposal (which shall be subject to Section 5.4(d) and (3) shall not be subject to this Section 5.4(e)), prior to obtaining the Company receives from such Person an executed confidentiality agreement (the provisions of which are no less restrictive than the comparable provisions, and do not omit any restrictive provisions, contained in the confidentiality agreement between the Parent and Stockholder Approval the Company (the "CONFIDENTIALITY AGREEMENT")). The Company shall notify Parent promptly (and at least 24 hours prior to furnishing nonpublic, information to, or entering into discussions or negotiations with, Board may take any Person who has made or submitted an Acquisition Proposal) of the Company's intention to furnish nonpublic information to, or enter into discussions or negotiations with, any Person who has made or submitted an Acquisition Proposal. FOR purposes of this Agreement, "ACQUISITION PROPOSAL" MEANS any inquiry, proposal, or offer from any third party relating to action prohibited by clause (i) any direct or indirect acquisition or purchase of substantially all of the assets of the Company and its Subsidiaries, taken as a whole, or a majority of the equity securities of the Company, (ii) any tender offer or exchange offer that if consummated would result in any Person beneficially owning more than 50% of the Company's common stock, or (iii) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, or similar transaction involving the Company, other than the Offer and the Merger.of

No Solicitation by the Company. (a) The Company shall, and shall not, nor shall any of cause its Subsidiaries and the Company’s and its Subsidiaries, or their ’ respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, attorneys or agents and other professional advisors representatives (collectively, “Representatives”) to, immediately cease and cause to be terminated any discussions or negotiations with any Person conducted heretofore with respect to a Takeover Proposal, and use reasonable best efforts to obtain the "REPRESENTATIVES"return from all such Persons or cause the destruction (with confirmation of destruction) of all copies of confidential information previously provided to such parties by or on behalf of the Company, its Subsidiaries or their Representatives. Subject to the terms of Section 6.4(b), the Company shall not, and shall cause its Subsidiaries and its and their Representatives not to, directly or indirectly (i) solicit, initiate, cause or knowingly facilitate or encourage (including by way of furnishing nonpublic information) the submission of any Acquisition Takeover Proposal or the making of any offer, inquiry or proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, (ii) enter into, continue, or otherwise participate in any discussions or negotiations regardingwith, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way, or furnish to knowingly assist, participate in, facilitate or encourage any Person any nonpublic information with respect toeffort by, any Acquisition third party regarding any Takeover Proposal, or (iii) enter into any agreement providing for an Acquisition Proposal; providedin principle, howeverletter of intent, that neither this term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract (other than a confidentiality agreement contemplated by and in accordance with Section 4.3(a6.4(b)(i)) nor related to any other provision contained Takeover Proposal or enter into any agreement or agreement in this Agreement shall prohibit the Company, its Subsidiaries, or their respective Representatives from furnishing information regarding principle requiring the Company toto abandon, terminate or entering into discussions fail to consummate the Transactions or negotiations with, breach its obligations hereunder or (iv) resolve to do any Person in response to an Acquisition Proposal that the Company's board of directors (or a committee thereof) determines in good faith, after consultation with outside legal counsel, reasonably could be expected to lead to a Superior Proposal if (1) none of the Companyforegoing. Without limiting the foregoing, its Subsidiaries, or it is understood that any of their Representatives shall have violated any violation of the restrictions set forth in this Section 4.3(a6.4 by any Subsidiary of the Company or Representatives of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.4 by the Company. (b) Notwithstanding the foregoing provisions of Section 6.4(a) or anything else to the contrary set forth in a manner that resulted in the submission of such Acquisition Proposal; (2) this Agreement, if the board of directors of the Company (or receives an unsolicited, bona fide written Takeover Proposal made after the date hereof in circumstances not involving a committee thereof) breach of this Agreement, and the board of directors of the Company reasonably determines in good faith, after consultation consulting with and receiving the advice of outside legal counselcounsel and a financial advisor of national reputation, that such Takeover Proposal constitutes or is reasonably likely to lead to a Superior Proposal and that the failure to take such action is would be reasonably likely to constitute a breach be inconsistent with the directors’ fiduciary duties to the stockholders of the fiduciary duties Company under Delaware Law, then the Company may, at any time prior to obtaining the Company Stockholder Approval (but in no event after obtaining the Company Stockholder Approval) and after providing Parent prior written notice of its intention to take such actions (provided that the Company shall only be required to provide the notice required by this sentence to Parent on one (1) occasion with respect to any particular Person) (i) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal, but only after such Person enters into a customary confidentiality agreement with the Company (which confidentiality agreement must be no less favorable to the Company (i.e., no less restrictive with respect to the conduct of such Person) than the Confidentiality Agreement; provided, however, that such confidentiality agreement need not restrict the making of Takeover Proposals to the Company, the Company’s board of directors or any committee thereof), provided that (A) such confidentiality agreement may not include any provision calling for an exclusive right to negotiate with the Company and may not restrict the Company from complying with this Section 6.4 and (B) the Company advises Parent of all such non-public information delivered, or otherwise made available, to such Person substantially concurrently with its delivery to such Person and substantially concurrently with its delivery to such Person the Company makes available to Parent all such information not previously made available to Parent, and (ii) participate in discussions and negotiations with such Person regarding such Takeover Proposal. The Company shall provide Parent with a true, correct and complete copy of any confidentiality agreement entered into pursuant to this Section 6.4(b) within twenty-four (24) hours of the execution thereof. (c) In addition to the other obligations of the Company set forth in this Section 6.4, the Company shall promptly advise Parent, orally and in writing, and in no event later than twenty-four (24) hours after receipt, if any proposal, offer, inquiry or other contact is received by, any information is requested from, any discussions or negotiations are sought to be initiated or continued with or any access to the business, properties, assets, books or records is requested from, the Company (or any of its Representatives) in respect of any Takeover Proposal, and shall, in any such notice to Parent, indicate the identity of the Person making such proposal, offer, inquiry or other contact and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts (and shall include with such notice copies of any written materials and electronic communications received from or on behalf of such Person relating to such proposal, offer, inquiry or request (including the financing thereof)), and thereafter shall promptly keep Parent reasonably informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests (and the Company shall provide Parent with copies of any additional written materials and electronic communications received from such third party by the Company or any of its Representatives or provided to such third party by the Company or any of its Representatives that relate to such proposals, offers, inquiries or requests, including any amendments or proposed amendments as to price and other terms of any such proposal, offer, inquiry or request) and of the status of any such discussions or negotiations. The Company shall provide Parent with at least forty-eight (48) hours’ prior notice (or any lesser period of advance notice provided to the members of the board of directors of the Company under applicable Law; and (3generally) of any meeting of the board of directors of the Company receives from such Person an executed confidentiality agreement at which the board of directors of the Company is reasonably expected to consider any Takeover Proposal. (d) The board of directors of the provisions Company shall not (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent, the Company Board Recommendation or the approval or declaration of which are no less restrictive than advisability by the comparable provisionsboard of directors of the Company of this Agreement and the Transactions (including the Merger), and do not omit (ii) approve or recommend, or propose publicly to approve or recommend, any restrictive provisionsTakeover Proposal or Superior Proposal, contained (iii) make any public statement inconsistent with the Company Board Recommendation or (iv) resolve or agree to take any of the foregoing actions (any action described in the confidentiality agreement between foregoing clauses (i) through (iv) being referred to as a “Company Adverse Recommendation Change”). (e) Notwithstanding anything to the Parent and the Company (the "CONFIDENTIALITY AGREEMENT")). The Company shall notify Parent promptly (and at least 24 hours prior to furnishing nonpublic, information to, or entering into discussions or negotiations with, any Person who has made or submitted an Acquisition Proposal) of the Company's intention to furnish nonpublic information to, or enter into discussions or negotiations with, any Person who has made or submitted an Acquisition Proposal. FOR purposes of contrary set forth in this Agreement, "ACQUISITION PROPOSAL" MEANS at any inquiry, proposal, or offer from any third party relating time prior to (i) any direct or indirect acquisition or purchase of substantially all of the assets receipt of the Company and its SubsidiariesStockholder Approval, taken as a whole, or a majority the board of the equity securities directors of the Company, following receipt of and on account of a Superior Proposal, may (i) make a Company Adverse Recommendation Change, or (ii) terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal in accordance with the terms of Section 8.1(d)(i), but only if, in either case, the board of directors of the Company reasonably determines in good faith, after consulting with and receiving the advice of outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under Delaware Law; provided, however, that the board of directors of the Company shall not make a Company Adverse Recommendation Change or terminate this Agreement in accordance with the terms of Section 8.1(d)(i), unless (A) the Company promptly notifies Parent (the “Company Adverse Recommendation Notice”) in writing at least four (4) Business Days before making a Company Adverse Recommendation Change or terminating this Agreement (the “Notice Period”) of its intention to take such action with respect to a Superior Proposal, (B) the Company attaches to such notice the most current version of the proposed agreement (which version shall be updated on a prompt basis) and the identity of the third party making the Superior Proposal, (C) to the extent Parent desires, the Company has negotiated and has caused its financial and legal advisors to, during the Notice Period, negotiate with Parent in good faith to make such adjustments in the terms and conditions of this Agreement so that such Takeover Proposal ceases to constitute a Superior Proposal, if Parent, in its discretion, proposes to make such adjustments (it being understood and agreed (1) that in the event that, after commencement of the Notice Period, there is any tender offer or exchange material revision to the terms of a Superior Proposal, including, any revision in price, the Notice Period shall be extended, if applicable, to the extent necessary to ensure that at least two (2) Business Days remains in the Notice Period subsequent to the time the Company notifies Parent of any such material revision and (2) that there may be multiple extensions of the Notice Period), and (D) Parent does not make, within the Notice Period, a binding offer that if consummated would result is determined by the board of directors of the Company in good faith, after consulting with and receiving the advice of outside counsel and a financial advisor of national reputation, to be at least as favorable to the stockholders of the Company as such Superior Proposal. (f) Notwithstanding the provisions of Section 6.4(e), the board of directors of the Company may, in response to a material fact, event, change, development or set of circumstances (other than an Takeover Proposal occurring or arising after the date of this Agreement) that was not known to the board of directors of the Company nor reasonably foreseeable by the board of directors of the Company as of or prior to the date of this Agreement (and not relating in any Person beneficially owning more than 50% way to any Takeover Proposal) (such material fact, event, change, development or set of circumstances, an “Intervening Event”), fail to make, withdraw or modify, in a manner adverse to Parent or Merger Sub, the Company Board Recommendation (it being understood and agreed that any such action shall be deemed to be a “Company Adverse Recommendation Change”) if the board of directors of the Company's common stockCompany determines in good faith, after consulting with and receiving the advice of outside counsel, that, in light of such Intervening Event, the failure of the board of directors of the Company to effect such a Company Adverse Recommendation Change would be inconsistent with its fiduciary duties under Delaware Law; provided, however, that no fact, event, change, development or set of circumstances shall constitute an Intervening Event if such fact, event, change, development or set of circumstances resulted from or arose out of the announcement, pendency or consummation of the Merger; provided, further, however, that the board of directors of the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change pursuant to this Section 6.4(f) unless the board of directors of the Company has (i) delivered to Parent a Company Adverse Recommendation Notice at least four (4) Business Days prior to making a Company Adverse Recommendation Change advising Parent that the board of directors of the Company intends to take such action and specifying the facts underlying the board of directors’ determination that an Intervening Event has occurred, and the reasons for the Company Adverse Recommendation Change, in reasonable detail, and (ii) during the Notice Period, if requested by Parent, engaged in good faith negotiations with Parent to amend this Agreement in such a manner that obviates the need for a Company Adverse Recommendation Change as a result of the Intervening Event. (g) Nothing contained in this Agreement shall prevent the board of directors of the Company from complying with Rule 14d-9 and Rule 14e-2(a) under the Exchange Act with regard to a Takeover Proposal; provided, however, that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Section 14d-9(f) under the Exchange Act) shall be deemed to be a Company Adverse Recommendation Change unless the board of directors of the Company expressly publicly reaffirms its Company Board Recommendation (i) in such communication or (iiiii) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, or similar transaction involving the Company, other than the Offer and the Mergerwithin ten (10) Business Days after being requested to do so by Parent.

No Solicitation by the Company. (a) The Immediately following the execution of this Agreement, the Company will terminate any and all existing activities, arrangements, discussions and negotiations with third parties (other than Parent and Sub), with respect to any possible Company Acquisition Transaction (defined below). Except as expressly provided in Sections 5.02(b), 5.02(c) and 7.01, prior to the Effective Time, the Company shall not, nor and shall not authorize or permit any of its Subsidiaries or any of its or its Subsidiaries, or their ' directors, officers, employees, investment bankersagents or representatives to, accountantsdirectly or indirectly, attorneys or other professional advisors (collectively, the "REPRESENTATIVES") (i) solicit, initiate, facilitate or knowingly encourage (including by way of furnishing nonpublic or disclosing information) any Acquisition Proposal, (ii) enter into, continue, or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, any Acquisition Proposal, or (iii) enter into any agreement providing for an Acquisition Proposal; provided, however, that neither this Section 4.3(a) nor any other provision contained in this Agreement shall prohibit the Company, its Subsidiaries, or their respective Representatives from furnishing information regarding the Company to, or entering into discussions or negotiations with, any Person in response to an Acquisition Proposal that the Company's board of directors (or a committee thereof) determines in good faith, after consultation with outside legal counsel, reasonably could be expected to lead to a Superior Proposal if (1) none of the Company, its Subsidiaries, or any of their Representatives shall have violated any of the restrictions set forth in this Section 4.3(a) in a manner that resulted in the submission of such Acquisition Proposal; (2) the board of directors of the Company (or a committee thereof) determines in good faith, after consultation with outside legal counsel, that failure to take such action is likely to constitute a breach of the fiduciary duties of the board of directors of the Company under applicable Law; and (3) the Company receives from such Person an executed confidentiality agreement (the provisions of which are no less restrictive than the comparable provisions, and do not omit any restrictive provisions, contained in the confidentiality agreement between the Parent and the Company (the "CONFIDENTIALITY AGREEMENT")). The Company shall notify Parent promptly (and at least 24 hours prior to furnishing nonpublic, information to, or entering into discussions or negotiations with, any Person who has made or submitted an Acquisition Proposal) of the Company's intention to furnish nonpublic information to, or enter into discussions or negotiations with, any Person who has made or submitted an Acquisition Proposal. FOR purposes of this Agreement, "ACQUISITION PROPOSAL" MEANS any inquiry, proposal, or offer from any third party relating to (i) any direct or indirect acquisition or purchase of substantially all of the assets of the Company and its Subsidiaries, taken as a whole, or a majority of the equity securities of the Company, (ii) any tender offer or exchange offer that if consummated would result in any Person beneficially owning more than 50% of the Company's common stock, or (iii) any merger, consolidation, share or other business combination involving the Company or its Subsidiaries, (ii) any acquisition, sale, lease, exchange, business combinationmortgage, recapitalizationpledge, liquidation, dissolutiontransfer or other disposition of, or similar tender offer for, all or a substantial portion of the assets or capital stock of the Company or any of its material Subsidiaries or (iii) inquiries or proposals concerning or which may reasonably be expected to lead to, any of the foregoing (a "Company Acquisition Transaction"), or negotiate, explore or otherwise enter into discussions in any way with any third party (other than Parent or its affiliates) with respect to any Company Acquisition Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction involving contemplated by the Transaction Documents. The Company shall promptly advise Parent of the terms, conditions and identity of the third party making any inquiries or proposals relating to any Company Acquisition Transaction. (b) Notwithstanding the foregoing, in the event that the Company receives an unsolicited bona fide written proposal for a Company Acquisition Transaction from a third party, the Company may furnish non-public information to, and negotiate with, such third party; provided that the Company (i) provides prior written notice to Parent, (ii) such third party enters into a confidentiality agreement having terms no more favorable to such third party than the terms of the Confidentiality Agreement are to Parent and (iii) (A) the Company's Board of Directors shall have concluded in good faith, based on the advice of its investment banker, that such Company Acquisition Transaction may reasonably be expected, if consummated, to result in a transaction more favorable to the Company and it stockholders than the Merger, and such third party is financially capable of consummating such Company Acquisition Transaction, and (B) the Company's Board of Directors shall have concluded in good faith, based on the advice of outside counsel to the Company, other than that any failure to provide such non- public information to, or negotiate with, such party would be inconsistent with the Offer Company's Board of Directors' fiduciary duties to stockholders of the Company. (c) Nothing in this Section 5.02 shall prohibit the Board of Directors of the Company from withdrawing or modifying its recommendation referred to in Section 2.09 if there exists a Company Acquisition Transaction and the MergerBoard of Directors of the Company, after one (1) business day prior written notice to Parent and consultation with and based upon the advice of independent legal counsel, determines in good faith that any failure to do so would be inconsistent with the fiduciary duties of the Board of Directors of the Company to stockholders of the Company.

No Solicitation by the Company. (a) The From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 8.1, except as provided in Section 5.4(b) or Section 5.4(d), (i) the Company shall cease, and shall cause its officers and directors and shall direct the other Company Representatives to cease, and cause to be terminated all existing discussions, negotiations and communications with any persons or entities with respect to any Company Acquisition Proposal (other than the transactions contemplated hereby); (ii) the Company shall not, nor and shall not authorize or permit any of its Subsidiaries, or their directors, officers, employeesdirectors, investment bankers, accountantsattorneys, attorneys or accountants and other professional advisors advisors, agents and representatives (collectively, the "REPRESENTATIVES"“Company Representatives”) to, directly or indirectly through another person, (iA) solicit, initiate, seek, solicit or knowingly encourage (including by way of furnishing nonpublic any non-public information relating to the Company or any of its subsidiaries), or knowingly induce or take any other action which would reasonably be expected to lead to the making, submission or announcement of any Company Acquisition Proposal, (B) engage in negotiations or discussions with, or provide any non-public information or non-public data to, any person (other than Parent or any of its affiliates or any Parent Representatives) relating to any Company Acquisition Proposal or grant any waiver or release under any standstill or other agreement (except that if the Company Board (or any committee thereof) determines in good faith that the failure to grant any waiver or release would be inconsistent with the Company directors’ fiduciary duties under applicable law, the Company may waive any such standstill provision in order to permit a third party to make a Company Acquisition Proposal) or (C) resolve to do any of the foregoing; (iii) the Company shall not provide and shall, within twenty-four (24) hours of the date hereof, terminate access of any third party to any data room (virtual or actual) containing any of the Company’s confidential information; and (iv) within two (2) Business Days after the date hereof, the Company shall request the return or destruction of all confidential, non-public information provided to third parties that have, since the Distribution Date, entered into confidentiality agreements relating to a possible Company Acquisition Proposal with the Company or any of its subsidiaries. Notwithstanding the foregoing, nothing contained in this Section 5.4 or in Section 6.4 or any other provision of this Agreement shall prohibit the Company or the Company Board (or any committee thereof) from taking and disclosing to the Company’s stockholders its position with respect to any tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Any disclosure made in accordance with the foregoing sentence that constitutes a Company Adverse Recommendation Change shall result in all of the consequences of a Company Adverse Recommendation Change set forth in this Agreement. (b) Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval, if the Company receives a written Company Acquisition Proposal from a third party and the receipt of such Company Acquisition Proposal was not initiated, sought, solicited, knowingly encouraged or knowingly induced in violation of Section 5.4(a), then the Company may (i) contact the person who has made such Company Acquisition Proposal in order to clarify the terms of such Company Acquisition Proposal so that the Company Board (or any committee thereof) may inform itself about such Company Acquisition Proposal, (ii) enter intofurnish information concerning its business, continueproperties or assets to any person pursuant to a confidentiality agreement with terms that, taken as a whole, are not materially less favorable to the Company than those contained in the Confidentiality Agreement and (iii) negotiate and participate in discussions and negotiations with such person concerning a Company Acquisition Proposal, in the case of clauses (ii) and (iii), if the Company Board determines in good faith that such Company Acquisition Proposal constitutes or is reasonably likely to constitute or lead to a Company Superior Proposal. The Company (A) shall promptly (and in any case within twenty-four (24) hours) provide Parent notice (1) of the receipt of any Company Acquisition Proposal, which notice shall include a complete, unredacted copy of such Company Acquisition Proposal, and (2) of any inquiries, proposals or offers received by, any requests for non-public information from, or otherwise participate in any discussions or negotiations regardingsought to be initiated or continued with, the Company or furnish any Company Representatives concerning a Company Acquisition Proposal that constitutes or is reasonably likely to any Person any nonpublic information with respect to, any constitute or lead to a Company Acquisition Proposal, and disclose the identity of the other party (or parties) and the material terms of such inquiry, offer, proposal or request and, in the case of written materials, provide copies of such materials, (B) shall promptly (and in any case within twenty-four (24) hours) make available to Parent copies of all written materials provided by the Company to such party but not previously made available to Parent and (C) shall keep Parent informed on a reasonably prompt basis (and, in any case, within twenty-four (24) hours of any significant development) of the status and material details (including amendments and proposed amendments) of any such Company Acquisition Proposal or other inquiry, offer, proposal or request. (c) Except as permitted by Section 5.4(d) or Section 5.4(e), neither the Company Board nor any committee thereof shall (i) withdraw, qualify or modify, or publicly propose to withdraw, qualify or modify, the Company Recommendation, in each case in a manner adverse to Parent or Sub, (ii) approve or recommend any Company Acquisition Proposal, (iii) enter into any agreement providing for an with respect to any Company Acquisition Proposal; providedProposal (other than a confidentiality agreement pursuant to Section 5.4(b)) or (iv) fail to reaffirm or re-publish the Company Recommendation within ten (10) Business Days of being requested by Parent to do so (provided that (A) Parent may make such request on no more than two (2) occasions, however(B) Parent may not make any such request at any time following the Company’s delivery of a notice pursuant to clause (B) of Section 5.4(d) or clause (ii) of Section 5.4(e) and (C) if Parent has made any such request and prior to the expiration of ten (10) Business Days, that neither this the Company delivers a notice pursuant to clause (B) of Section 4.3(a5.4(d) nor any other provision contained or clause (ii) of Section 5.4(e), the ten (10) Business Day period set forth in this Agreement clause (iv) shall prohibit be tolled on a daily basis during the Company, its Subsidiaries, or their respective Representatives from furnishing information regarding period beginning on the date of delivery of such notice and ending on the date on which the Company toBoard shall have determined not to effect a Company Adverse Recommendation Change pursuant to Section 5.4(d) or Section 5.4(e), or entering into discussions or negotiations withas applicable) (any action described in this sentence being referred to as a “Company Adverse Recommendation Change”). (d) If, at any Person in response time prior to an the receipt of the Company Stockholder Approval, the Company Board receives a Company Acquisition Proposal that the Company Board determines in good faith constitutes a Company Superior Proposal, the Company Board may (i) effect a Company Adverse Recommendation Change or (ii) authorize the Company to terminate this Agreement pursuant to Section 8.1(i) in order to enter into a definitive agreement providing for a Company Superior Proposal if (A) the Company Board determines in good faith that the failure to take such action would reasonably be expected to be inconsistent with the Company's board ’s directors’ fiduciary duties under applicable Law; (B) the Company has notified Parent in writing that it intends to effect a Company Adverse Recommendation Change or terminate this Agreement; (C) if applicable, the Company has provided Parent a copy of directors the proposed definitive agreements between the Company and the person making such Company Superior Proposal; (D) for a period of five (5) days following the notice delivered pursuant to clause (B) of this Section 5.4(d), the Company shall have discussed and negotiated in good faith and made Company Representatives available to discuss and negotiate in good faith (in each case to the extent Parent desires to negotiate) with Parent Representatives any proposed modifications to the terms and conditions of this Agreement so that the failure to take such action would no longer reasonably be expected to be inconsistent with the Company’s directors’ fiduciary duties under applicable Law (it being understood and agreed that any amendment to any material term or condition of any Company Superior Proposal shall require a committee thereofnew notice and a new four (4) determines day negotiation period; and (E) no earlier than the end of such negotiation period, the Company Board shall have determined in good faith, after consultation with outside legal counselconsidering the terms of any proposed amendment or modification to this Agreement, reasonably could be expected to lead to that (x) the Company Acquisition Proposal that is the subject of the notice described in clause (B) above still constitutes a Company Superior Proposal if and (1) none of the Company, its Subsidiaries, or any of their Representatives shall have violated any of the restrictions set forth in this Section 4.3(a) in a manner that resulted in the submission of such Acquisition Proposal; (2y) the board of directors of the Company (or a committee thereof) determines in good faith, after consultation with outside legal counsel, that failure to take such action is likely would still reasonably be expected to constitute a breach of be inconsistent with the Company’s directors’ fiduciary duties of the board of directors of the Company under applicable Law; . (e) Other than in connection with a Company Superior Proposal (which shall be subject to Section 5.4(d) and shall not be subject to this Section 5.4(e)), prior to obtaining the Company Stockholder Approval the Company Board may take any action prohibited by clause (3i) of Section 5.4(c), but only in response to a Company Intervening Event and only if (i) the Company receives from Board determines in good faith that the failure to take such Person an executed confidentiality agreement (the provisions of which are no less restrictive than the comparable provisions, and do not omit any restrictive provisions, contained in the confidentiality agreement between the Parent and the Company (the "CONFIDENTIALITY AGREEMENT")). The Company shall notify Parent promptly (and at least 24 hours prior action would reasonably be expected to furnishing nonpublic, information to, or entering into discussions or negotiations with, any Person who has made or submitted an Acquisition Proposal) of be inconsistent with the Company's intention to furnish nonpublic information to, or enter into discussions or negotiations with, any Person who has made or submitted an Acquisition Proposal. FOR purposes of this Agreement, "ACQUISITION PROPOSAL" MEANS any inquiry, proposal, or offer from any third party relating to (i) any direct or indirect acquisition or purchase of substantially all of the assets of the Company and its Subsidiaries, taken as a whole, or a majority of the equity securities of the Company, (ii) any tender offer or exchange offer that if consummated would result in any Person beneficially owning more than 50% of the Company's common stock, or (iii) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, or similar transaction involving the Company, other than the Offer and the Merger.’s directors’ fiduciary duties under applicable Law;

No Solicitation by the Company. (a) The Immediately following the execution of this Agreement, the Company will terminate any and all existing activities, arrangements, discussions and negotiations with third parties (other than Parent and Sub), with respect to any possible Company Acquisition Transaction (defined below). Except as expressly provided in Sections 5.02(b), 5.02(c) and 7.01, prior to the Effective Time, the Company shall not, nor and shall not authorize or permit any of its Subsidiaries or any of its or its Subsidiaries, or their ' directors, officers, employees, investment bankersagents or representatives to, accountantsdirectly or indirectly, attorneys or other professional advisors (collectively, the "REPRESENTATIVES") (i) solicit, initiate, facilitate or knowingly encourage (including by way of furnishing nonpublic or disclosing information) any Acquisition Proposal, (ii) enter into, continue, or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, any Acquisition Proposal, or (iii) enter into any agreement providing for an Acquisition Proposal; provided, however, that neither this Section 4.3(a) nor any other provision contained in this Agreement shall prohibit the Company, its Subsidiaries, or their respective Representatives from furnishing information regarding the Company to, or entering into discussions or negotiations with, any Person in response to an Acquisition Proposal that the Company's board of directors (or a committee thereof) determines in good faith, after consultation with outside legal counsel, reasonably could be expected to lead to a Superior Proposal if (1) none of the Company, its Subsidiaries, or any of their Representatives shall have violated any of the restrictions set forth in this Section 4.3(a) in a manner that resulted in the submission of such Acquisition Proposal; (2) the board of directors of the Company (or a committee thereof) determines in good faith, after consultation with outside legal counsel, that failure to take such action is likely to constitute a breach of the fiduciary duties of the board of directors of the Company under applicable Law; and (3) the Company receives from such Person an executed confidentiality agreement (the provisions of which are no less restrictive than the comparable provisions, and do not omit any restrictive provisions, contained in the confidentiality agreement between the Parent and the Company (the "CONFIDENTIALITY AGREEMENT")). The Company shall notify Parent promptly (and at least 24 hours prior to furnishing nonpublic, information to, or entering into discussions or negotiations with, any Person who has made or submitted an Acquisition Proposal) of the Company's intention to furnish nonpublic information to, or enter into discussions or negotiations with, any Person who has made or submitted an Acquisition Proposal. FOR purposes of this Agreement, "ACQUISITION PROPOSAL" MEANS any inquiry, proposal, or offer from any third party relating to (i) any direct or indirect acquisition or purchase of substantially all of the assets of the Company and its Subsidiaries, taken as a whole, or a majority of the equity securities of the Company, (ii) any tender offer or exchange offer that if consummated would result in any Person beneficially owning more than 50% of the Company's common stock, or (iii) any merger, consolidation, share or other business combination involving the Company or its Subsidiaries, (ii) any acquisition, sale, lease, exchange, business combinationmortgage, recapitalizationpledge, liquidation, dissolutiontransfer or other disposition of, or similar tender offer for, all or a substantial portion of the assets or capital stock of the Company or any of its material Subsidiaries or (iii) inquiries or proposals concerning or which may reasonably be expected to lead to, any of the foregoing (a "Company Acquisition Transaction"), or negotiate, explore or otherwise enter into discussions in any way with any third party (other than Parent or its affiliates) with respect to any Company Acquisition Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction involving contemplated by the Transaction Documents. The Company shall promptly advise Parent of the terms, conditions and identity of the third party making any inquiries or proposals relating to any Company Acquisition Transaction. (b) Notwithstanding the foregoing, in the event that the Company receives an unsolicited bona fide written proposal for a Company Acquisition Transaction from a third party, the Company may furnish non-public information to, and negotiate with, such third party; provided that the Company (i) provides prior written notice to Parent, (ii) such third party enters into a confidentiality agreement having terms no more favorable to such third party than the terms of the Confidentiality Agreement are to Parent and (iii) (A) the Company's Board of Directors shall have concluded in good faith, based on the advice of its investment banker, that such Company Acquisition Transaction may reasonably be expected, if consummated, to result in a transaction more favorable to the Company and it stockholders than the Merger, and such third party is financially capable of consummating such Company Acquisition Transaction, and (B) the Company's Board of Directors shall have concluded in good faith, based on the advice of outside counsel to the Company, other than that any failure to provide such non-public information to, or negotiate with, such party would be inconsistent with the Offer Company's Board of Directors' fiduciary duties to stockholders of the Company. (c) Nothing in this Section 5.02 shall prohibit the Board of Directors of the Company from withdrawing or modifying its recommendation referred to in Section 2.09 if there exists a Company Acquisition Transaction and the MergerBoard of Directors of the Company, after one (1) business day prior written notice to Parent and consultation with and based upon the advice of independent legal counsel, determines in good faith that any failure to do so would be inconsistent with the fiduciary duties of the Board of Directors of the Company to stockholders of the Company.

No Solicitation by the Company. (a) The From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 8.1, except as provided in Section 5.4(b) or Section 5.4(d), (i) the Company shall cease, and shall cause its officers and directors and shall direct the other Company Representatives to cease, and cause to be terminated all existing discussions, negotiations and communications with any persons or entities with respect to any Company Acquisition Proposal (other than the transactions contemplated hereby); (ii) the Company shall not, nor and shall not authorize or permit any of its Subsidiaries, or their directors, officers, employeesdirectors, investment bankers, accountantsattorneys, attorneys or accountants and other professional advisors advisors, agents and representatives (collectively, the "REPRESENTATIVES"“Company Representatives”) to, directly or indirectly through another person, (iA) solicit, initiate, seek, solicit or knowingly encourage (including by way of furnishing nonpublic any non-public information relating to the Company or any of its subsidiaries), or knowingly induce or take any other action which would reasonably be expected to lead to the making, submission or announcement of any Company Acquisition Proposal, (B) engage in negotiations or discussions with, or provide any non-public information or non-public data to, any person (other than Parent or any of its affiliates or any Parent Representatives) relating to any Company Acquisition Proposal or grant any waiver or release under any standstill or other agreement (except that if the Company Board (or any committee thereof) determines in good faith that the failure to grant any waiver or release would be inconsistent with the Company directors’ fiduciary duties under applicable law, the Company may waive any such standstill provision in order to permit a third party to make a Company Acquisition Proposal) or (C) resolve to do any of the foregoing; (iii) the Company shall not provide and shall, within twenty-four (24) hours of the date hereof, terminate access of any third party to any data room (virtual or actual) containing any of the Company’s confidential information; and (iv) within two (2) Business Days after the date hereof, the Company shall request the return or destruction of all confidential, non-public information provided to third parties that have, since the Distribution Date, entered into confidentiality agreements relating to a possible Company Acquisition Proposal with the Company or any of its subsidiaries. Notwithstanding the foregoing, nothing contained in this Section 5.4 or in Section 6.4 or any other provision of this Agreement shall prohibit the Company or the Company Board (or any committee thereof) from taking and disclosing to the Company’s stockholders its position with respect to any tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Any disclosure made in accordance with the foregoing sentence that constitutes a Company Adverse Recommendation Change shall result in all of the consequences of a Company Adverse Recommendation Change set forth in this Agreement. (b) Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval, if the Company receives a written Company Acquisition Proposal from a third party and the receipt of such Company Acquisition Proposal was not initiated, sought, solicited, knowingly encouraged or knowingly induced in violation of Section 5.4(a), then the Company may (i) contact the person who has made such Company Acquisition Proposal in order to clarify the terms of such Company Acquisition Proposal so that the Company Board (or any committee thereof) may inform itself about such Company Acquisition Proposal, (ii) enter intofurnish information concerning its business, continueproperties or assets to any person pursuant to a confidentiality agreement with terms that, taken as a whole, are not materially less favorable to the Company than those contained in the Confidentiality Agreement and (iii) negotiate and participate in discussions and negotiations with such person concerning a Company Acquisition Proposal, in the case of clauses (ii) and (iii), if the Company Board determines in good faith that such Company Acquisition Proposal constitutes or is reasonably likely to constitute or lead to a Company Superior Proposal. The Company (A) shall promptly (and in any case within twenty-four (24) hours) provide Parent notice (1) of the receipt of any Company Acquisition Proposal, which notice shall include a complete, unredacted copy of such Company Acquisition Proposal, and (2) of any inquiries, proposals or offers received by, any requests for non-public information from, or otherwise participate in any discussions or negotiations regardingsought to be initiated or continued with, the Company or furnish any Company Representatives concerning a Company Acquisition Proposal that constitutes or is reasonably likely to any Person any nonpublic information with respect to, any constitute or lead to a Company Acquisition Proposal, and disclose the identity of the other party (or parties) and the material terms of such inquiry, offer, proposal or request and, in the case of written materials, provide copies of such materials, (B) shall promptly (and in any case within twenty-four (24) hours) make available to Parent copies of all written materials provided by the Company to such party but not previously made available to Parent and (C) shall keep Parent informed on a reasonably prompt basis (and, in any case, within twenty-four (24) hours of any significant development) of the status and material details (including amendments and proposed amendments) of any such Company Acquisition Proposal or other inquiry, offer, proposal or request. (c) Except as permitted by Section 5.4(d) or Section 5.4(e), neither the Company Board nor any committee thereof shall (i) withdraw, qualify or modify, or publicly propose to withdraw, qualify or modify, the Company Recommendation, in each case in a manner adverse to Parent or Sub, (ii) approve or recommend any Company Acquisition Proposal, (iii) enter into any agreement providing for an with respect to any Company Acquisition Proposal; providedProposal (other than a confidentiality agreement pursuant to Section 5.4(b)) or (iv) fail to reaffirm or re-publish the Company Recommendation within ten (10) Business Days of being requested by Parent to do so (provided that (A) Parent may make such request on no more than two (2) occasions, however(B) Parent may not make any such request at any time following the Company’s delivery of a notice pursuant to clause (B) of Section 5.4(d) or clause (ii) of Section 5.4(e) and (C) if Parent has made any such request and prior to the expiration of ten (10) Business Days, that neither this the Company delivers a notice pursuant to clause (B) of Section 4.3(a5.4(d) nor any other provision contained or clause (ii) of Section 5.4(e), the ten (10) Business Day period set forth in this Agreement clause (iv) shall prohibit be tolled on a daily basis during the Company, its Subsidiaries, or their respective Representatives from furnishing information regarding period beginning on the date of delivery of such notice and ending on the date on which the Company toBoard shall have determined not to effect a Company Adverse Recommendation Change pursuant to Section 5.4(d) or Section 5.4(e), or entering into discussions or negotiations withas applicable) (any action described in this sentence being referred to as a “Company Adverse Recommendation Change”). (d) If, at any Person in response time prior to an the receipt of the Company Stockholder Approval, the Company Board receives a Company Acquisition Proposal that the Company Board determines in good faith constitutes a Company Superior Proposal, the Company Board may (i) effect a Company Adverse Recommendation Change or (ii) authorize the Company to terminate this Agreement pursuant to Section 8.1(i) in order to enter into a definitive agreement providing for a Company Superior Proposal if (A) the Company Board determines in good faith that the failure to take such action would reasonably be expected to be inconsistent with the Company's board ’s directors’ fiduciary duties under applicable Law; (B) the Company has notified Parent in writing that it intends to effect a Company Adverse Recommendation Change or terminate this Agreement; (C) if applicable, the Company has provided Parent a copy of directors the proposed definitive agreements between the Company and the person making such Company Superior Proposal; (D) for a period of five (5) days following the notice delivered pursuant to clause (B) of this Section 5.4(d), the Company shall have discussed and negotiated in good faith and made Company Representatives available to discuss and negotiate in good faith (in each case to the extent Parent desires to negotiate) with Parent Representatives any proposed modifications to the terms and conditions of this Agreement so that the failure to take such action would no longer reasonably be expected to be inconsistent with the Company’s directors’ fiduciary duties under applicable Law (it being understood and agreed that any amendment to any material term or condition of any Company Superior Proposal shall require a committee thereofnew notice and a new four (4) determines day negotiation period; and (E) no earlier than the end of such negotiation period, the Company Board shall have determined in good faith, after consultation with outside legal counselconsidering the terms of any proposed amendment or modification to this Agreement, that (x) the Company Acquisition Proposal that is the subject of the notice described in clause (B) above still constitutes a Company Superior Proposal and (y) the failure to take such action would still reasonably could be expected to lead be inconsistent with the Company’s directors’ fiduciary duties under applicable Law. (e) Other than in connection with a Company Superior Proposal (which shall be subject to Section 5.4(d) and shall not be subject to this Section 5.4(e)), prior to obtaining the Company Stockholder Approval the Company Board may take any action prohibited by clause (i) of Section 5.4(c), but only in response to a Superior Proposal Company Intervening Event and only if (1i) none the Company Board determines in good faith that the failure to take such action would reasonably be expected to be inconsistent with the Company’s directors’ fiduciary duties under applicable Law; (ii) the Company has notified Parent in writing that it intends to effect a Company Adverse Recommendation Change due to the occurrence of a Company Intervening Event (which notice shall specify the Company Intervening Event in reasonable detail); (iii) for a period of five (5) days following the notice delivered pursuant to clause (ii) of this Section 5.4(e), the Company shall have discussed and negotiated in good faith and made Company Representatives available to discuss and negotiate in good faith (in each case to the extent Parent desires to negotiate), with Parent Representatives any proposed modifications to the terms and conditions of this Agreement so that the failure to take such action would no longer reasonably be expected to be inconsistent with the Company’s directors’ fiduciary duties under applicable Law (it being understood and agreed that any material change to the facts and circumstances relating to the Company Intervening Event shall require a new notice and a new four (4) day negotiation period; and (iv) no earlier than the end of the Companynegotiation period, its Subsidiaries, or any of their Representatives the Company Board shall have violated any of the restrictions set forth in this Section 4.3(a) in a manner that resulted in the submission of such Acquisition Proposal; (2) the board of directors of the Company (or a committee thereof) determines determined in good faith, after consultation with outside legal counselconsidering the terms of any proposed amendment or modification to this Agreement, that the failure to take such action is likely would still reasonably be expected to constitute a breach of be inconsistent with the Company’s directors’ fiduciary duties of the board of directors of the Company under applicable Law; and (3) the Company receives from such Person an executed confidentiality agreement (the provisions of which are no less restrictive than the comparable provisions, and do not omit any restrictive provisions, contained in the confidentiality agreement between the Parent and the Company (the "CONFIDENTIALITY AGREEMENT")). The Company shall notify Parent promptly (and at least 24 hours prior to furnishing nonpublic, information to, or entering into discussions or negotiations with, any Person who has made or submitted an Acquisition Proposal) of the Company's intention to furnish nonpublic information to, or enter into discussions or negotiations with, any Person who has made or submitted an Acquisition Proposal. FOR purposes of this Agreement, "ACQUISITION PROPOSAL" MEANS any inquiry, proposal, or offer from any third party relating to (i) any direct or indirect acquisition or purchase of substantially all of the assets of the Company and its Subsidiaries, taken as a whole, or a majority of the equity securities of the Company, (ii) any tender offer or exchange offer that if consummated would result in any Person beneficially owning more than 50% of the Company's common stock, or (iii) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, or similar transaction involving the Company, other than the Offer and the Merger.