Common use of No Solicitation; Change in Recommendation Clause in Contracts

No Solicitation; Change in Recommendation. 5.2.1 Except as expressly permitted by this Section 5.2, the Company shall, and shall cause each of its Affiliates and its Representatives to, (i) immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and on the second Business Day after the date of this Agreement, if not already done prior to the date of this Agreement, instruct any Person who entered into a confidentiality agreement with the Company that has not expired or been terminated in connection with any actual or potential Acquisition Proposal to return or destroy all such information or documents in accordance with the terms of such confidentiality agreement, (ii) release any third party from any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party on the second Business Day after the date of this Agreement and (iii) from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 7, not, directly or indirectly, (A) solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) the submission of any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (B) other than informing Persons of the provisions contained in this Section 5.2, engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any non-public information in connection with or for the purpose of encouraging or facilitating, an Acquisition Proposal or (C) approve, recommend or enter into, or propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to, or take any action to support or in furtherance of, an Acquisition Proposal. Except to the extent necessary to take any actions that the Company or any third party would otherwise be permitted to take pursuant to this Section 5.2 (and in such case only in accordance with the terms hereof), (i) the Company and its Subsidiaries shall not release any third party from, or waive, amend or modify any provision of, or grant permission under, any confidentiality provision in any agreement to which the Company or any of its Subsidiaries is a party and (ii) the Company shall, and shall cause its Subsidiaries to, enforce the confidentiality provisions of any such agreement, and the Company shall, and shall cause its Subsidiaries to, immediately take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, under any such provisions. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2 applicable to the Company by any of the Company’s Affiliates or any of its other Representatives to the extent acting on its behalf or at its instruction shall be deemed to be a breach of this Section 5.2 by the Company.

No Solicitation; Change in Recommendation. 5.2.1 (a) Except as expressly permitted by this Section 5.25.4, the Company shall, from and shall cause each of its Affiliates and its Representatives to, (i) immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and on the second Business Day after the date of this Agreement, if not already done prior to the date of this Agreement, instruct any Person who entered into a confidentiality agreement with the Company that has not expired or been terminated in connection with any actual or potential Acquisition Proposal to return or destroy all such information or documents in accordance with the terms of such confidentiality agreement, (ii) release any third party from any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party on the second Business Day after the date of this Agreement and (iii) from until the date hereof until earlier of the Effective Time or, if earlier, and the termination of this Agreement in accordance with Section 7Article VII, (x) the Company shall not, and shall cause each of its Subsidiaries not to, and its and their respective employees, officers and directors not to, and (y) the Company shall use its reasonable best efforts to cause each of its and its Subsidiaries’ respective investment bankers, attorneys, accountants and other advisors, agents and representatives (a Person’s employees, directors, officers, investment bankers, attorneys, accountants, other advisors, agents and representatives, collectively, “Representatives”) not to (i) directly or indirectly, (A) solicit, initiate or initiate, knowingly facilitate or knowingly encourage (including by way means of furnishing non-public Company information) the submission any inquiries, expressions of any inquiries regardinginterest, requests for information, discussions, proposals or the making of any proposal or offer offers that constitutesconstitute, or would reasonably be expected to lead to, an Acquisition Proposal, (Bii) other than informing Persons of the provisions contained in this Section 5.2, engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish provide (including through access to any other Person data room) any non-public information in connection with relating to Parent or for the purpose of encouraging or facilitating, Merger Sub to any Person relating to an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal, (Ciii) approve, recommend or enter into, or propose to approve, recommend or enter into, into any letter of intent or similar documentintent, memorandum of understanding, agreement in principle, acquisition agreement, commitmentmerger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or agreement in principle other Contract (whether written or oral, binding or nonbinding) with respect to, or take any action to support or in furtherance of, other than an Acquisition Proposal. Except to the extent necessary to take any actions that the Company or any third party would otherwise be permitted to take pursuant to this Section 5.2 (and in such case only Acceptable Confidentiality Agreement entered into in accordance with the terms hereofof this Agreement) with respect to an Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement (each, an “Alternative Acquisition Agreement”), (iiv) the Company and its Subsidiaries shall not release otherwise knowingly facilitate any third party fromeffort or attempt to make an Acquisition Proposal, or (v) terminate, waive, amend amend, release or modify any provision of, or grant permission under, or take any other action having a similar effect with respect to, any standstill, confidentiality provision in any or similar agreement to which the Company is a party, except to the extent necessary to allow the counterparty thereof to make a private Acquisition Proposal to the Company Board in accordance with this Agreement, (vi) provide any further information with respect to the Company or any Acquisition Proposal (and shall turn off any data rooms maintained by the Company) to any Persons or their Representatives, or (vii) resolve, propose or agree to do any of its Subsidiaries is a party and (ii) the foregoing. The Company shall, and shall cause each of its Subsidiaries to, enforce the confidentiality provisions of any such agreementand its and their respective employees, officers and the Company shalldirectors to, and shall use its reasonable best efforts to cause each of its Subsidiaries and its Subsidiaries’ respective Representatives to, immediately take cease all steps necessary discussions and negotiations with any Person initiated and conducted prior to terminate any waiver that may have been heretofore granted, the date hereof with respect to any Person other than Parent or any of Parent’s Affiliates, under any such provisions. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2 applicable to the Company by any of the Company’s Affiliates or any of its other Representatives to the extent acting on its behalf or at its instruction shall be deemed to be a breach of this Section 5.2 by the CompanyAcquisition Proposal.

No Solicitation; Change in Recommendation. 5.2.1 Except as expressly permitted by this Section 5.2, (a) The Company agrees that it and the Company Subsidiaries shall, and shall use reasonable best efforts to cause each of its Affiliates and their respective directors, officers and employees to, and shall instruct its Representatives to, (i) immediately cease any solicitation, encouragement, all existing discussions or negotiations with any Persons that may be ongoing Person conducted heretofore with respect to an Acquisition any Takeover Proposal, or any existing discussion that could reasonably be expected to lead to a Takeover Proposal, and on the second Business Day after the date of this Agreement, if not already done prior to the date of this Agreement, instruct any Person who entered into a confidentiality agreement with the Company further agrees that has not expired it shall request that all non-public information previously provided by or been terminated in connection with on behalf of the Company or any actual Company Subsidiary to any such Persons be promptly returned or potential Acquisition Proposal to return or destroy all such information or documents destroyed in accordance with the terms of such the applicable confidentiality agreementagreement and shall prohibit access for anyone other than the Company, (ii) release Parent, Holdings, Merger Sub LLC, Merger Sub and their respective Representatives to any third party from any standstill provision in any agreement to which electronic data room of the Company or any of its Subsidiaries is a party on the second Business Day after in connection therewith. Except as otherwise provided in this Agreement, from the date of this Agreement and (iii) from until the date hereof until earlier of the Effective Time oror the date, if earlierany, on which this Agreement is terminated pursuant to Section 7.1, the termination of this Agreement in accordance with Section 7Company shall not, notand shall use reasonable best efforts to cause the Company Subsidiaries not to, and shall use reasonable best efforts to cause its and their respective directors, officers and employees not to, and shall direct its Representatives not to, directly or indirectly, (Ai) solicit, initiate initiate, knowingly encourage or knowingly facilitate any inquiries, proposals or knowingly encourage (including by way of furnishing non-public information) the submission of any inquiries regardingoffers that constitute, or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposala Takeover Proposal or the making or consummation thereof, (Bii) other than informing Persons of the provisions contained in this Section 5.2, engage in, enter into, continue or otherwise participate in any substantive discussions (except to notify such Person of the existence of the provisions of this Section 5.2) or negotiations regarding, or furnish to any other Person any non-public material information in connection with or for the purpose of encouraging or facilitating, an Acquisition any Takeover Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to a Takeover Proposal, (Ciii) approve, recommend or enter into, or propose to approve, recommend or enter into, into any letter of intent or similar documentintent, agreement, commitmentcontract, commitment or agreement in principle (whether written or oral, binding or nonbinding) with respect toto a Takeover Proposal (other than an Acceptable Confidentiality Agreement) or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the Transactions, or take any action to support or in furtherance of(iv) authorize, an Acquisition Proposal. Except to the extent necessary to take any actions that the Company or any third party would otherwise be permitted to take pursuant to this Section 5.2 (and in such case only in accordance with the terms hereof), (i) the Company and its Subsidiaries shall not release any third party frompermit, or waive, amend or modify direct any provision of, or grant permission under, any confidentiality provision in any agreement to which Representative of the Company or any of its the Company Subsidiaries is a party and to take any action set forth in clauses (i), (ii) the Company shall, and shall cause its Subsidiaries to, enforce the confidentiality provisions of any such agreement, and the Company shall, and shall cause its Subsidiaries to, immediately take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, under any such provisions. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2 applicable to the Company by any of the Company’s Affiliates or any of its other Representatives to the extent acting on its behalf or at its instruction shall be deemed to be a breach (iii) of this Section 5.2 by the Company5.2(a).

No Solicitation; Change in Recommendation. 5.2.1 (a) Except as otherwise expressly permitted by provided in this Section 5.26.3, during the Interim Period, neither Parent nor Company shall, and each of Parent and Company shall cause each of its Affiliates Subsidiaries and shall instruct its and their respective Representatives to(including, (i) immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition ProposalParent, Manager and on the second Business Day after the date of this Agreement, if its Representatives) not already done prior to the date of this Agreement, instruct any Person who entered into a confidentiality agreement with the Company that has not expired or been terminated in connection with any actual or potential Acquisition Proposal to return or destroy all such information or documents in accordance with the terms of such confidentiality agreement, (ii) release any third party from any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party on the second Business Day after the date of this Agreement and (iii) from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 7, notto, directly or indirectly, (Ai) solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public informationx) the submission of any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (B) other than informing Persons of the provisions contained in this Section 5.2enter into, engage in, continue in or otherwise participate in any discussions or negotiations regardingrelating to, or (y) furnish to any Person (other Person than Parent, Company and their subsidiaries and affiliates) any non-public information regarding Company or Parent or their respective Subsidiaries or their respective businesses’ assets and liabilities or any of the Transactions to any third person in connection with with, or for the purpose of encouraging or facilitating, an Acquisition Proposal any inquiries, proposals, or offers that would constitute or may reasonably be expected to lead to, or (Cz) approveinitiate, recommend solicit or enter intoknowingly encourage or facilitate any inquiry, proposal, offer, contract or commitment (whether binding or non-binding) for, or propose take any other action designed to approvefacilitate any inquiry, recommend proposal or offer, that would constitute or may reasonably be expected to lead to, a Competing Proposal, (ii) enter into, into any Contract (including any letter of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbindingprinciple) with respect toto a Competing Proposal (each, or take any action to support or in furtherance of, an a “Competing Acquisition Proposal. Except to the extent necessary to take any actions that the Company or any third party would otherwise be permitted to take pursuant to this Section 5.2 (and in such case only in accordance with the terms hereofAgreement”), (iiii) grant any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute (provided, however, that notwithstanding anything contained herein to the contrary, if the Parent Board of Trustees determined after consultation with legal counsel, that not doing so would be inconsistent with its duties as trustees under applicable law, Parent may waive any provision of any standstill or confidentiality that prohibits a confidential proposal being made to the Parent Board of Trustees (directly or indirectly through the Parent’s Representatives)) so long as (A) such waiver, amendment or release is limited only to permitting such a confidential proposal and (B) Parent promptly notifies Company and its Subsidiaries shall not of the granting such waiver, amendment or release any third party fromprior thereto, or waive(iv) agree, amend approve, recommend or modify any provision of, or grant permission under, any confidentiality provision in any agreement propose to which the Company or any of its Subsidiaries is a party and (ii) the Company shall, and shall cause its Subsidiaries to, enforce the confidentiality provisions of any such agreement, and the Company shall, and shall cause its Subsidiaries to, immediately take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, under any such provisions. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2 applicable to the Company by do any of the Company’s Affiliates or any of its other Representatives to the extent acting on its behalf or at its instruction shall be deemed to be a breach of this Section 5.2 by the Companyforegoing.

No Solicitation; Change in Recommendation. 5.2.1 (a) Except as expressly permitted by this Section 5.27.3, during the Company Interim Period, RMRM and TRMT shall, and shall cause each of its Affiliates the RMRM Subsidiaries and its Representatives tothe TRMT Subsidiaries, respectively, and their respective Representatives, (i) to immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition a Competing Proposal (or that may be ongoing with respect to any inquiry or proposal that may be reasonably expected to lead to a Competing Proposal), request that any such Person and on the second Business Day after the date of this Agreement, if not already done prior to the date of this Agreement, instruct any Person who entered into a confidentiality agreement with the Company that has not expired or been terminated in connection with any actual or potential Acquisition Proposal to its Representatives promptly return or destroy all confidential information concerning RMRM and the RMRM Subsidiaries and TRMT and the TRMT Subsidiaries and immediately terminate all physical and electronic data room access granted to any such information Person or documents in accordance with the terms of such confidentiality agreementits Representatives, and (ii) release any third party from any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party on the second Business Day after the date of this Agreement and (iii) from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 7, notnot to, directly or indirectly, (A) solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) the submission of any inquiries regarding, inquiry or the making of any proposal or offer that which constitutes, or would may reasonably be expected to lead to, an Acquisition any Competing Proposal, (B) other than informing Persons of the provisions contained in this Section 5.2, engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any non-public information in connection with or for the purpose of encouraging or facilitating, an Acquisition Proposal a Competing Proposal, or (C) approve, recommend or enter into, or propose to approve, recommend or enter into, into any letter of intent or similar documentintent, memorandum of understanding, merger agreement, commitmentacquisition agreement, or agreement in principle (whether written or oral, binding or nonbinding) other agreement with respect toto a Competing Proposal (other than an Acceptable Confidentiality Agreement) (each, an “Acquisition Agreement”). Notwithstanding the foregoing in this Section 7.3(a), upon the unsolicited request of a third party, the Party receiving such request (the “Request Recipient”) may grant a waiver of a standstill, confidentiality, or take any action similar obligation for the purpose of allowing a third party to support or in furtherance of, an Acquisition Proposal. Except make a confidential unsolicited Competing Proposal to the extent necessary Request Recipient’s board of trustees (or an authorized committee thereof) if contemporaneously with granting such waiver, the Request Recipient notifies the other Party of such waiver, such notice to take any actions that the Company or any third party would otherwise be permitted to take pursuant to this Section 5.2 (made orally and confirmed in such case only in accordance with the terms hereof), (i) the Company and its Subsidiaries shall not release any third party from, or waive, amend or modify any provision of, or grant permission under, any confidentiality provision in any agreement to which the Company or any of its Subsidiaries is a party and (ii) the Company shallwriting, and shall cause its Subsidiaries to, enforce of the confidentiality provisions identity of any the Person(s) receiving such agreement, and the Company shall, and shall cause its Subsidiaries to, immediately take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, under any such provisionswaiver. Without limiting the foregoing, it It is agreed that any violation of the restrictions set forth in this Section 5.2 applicable to the Company 7.3(a) by any Representative of RMRM or TRMT or any of the Company’s Affiliates RMRM Subsidiaries or any of its other Representatives to the extent acting on its behalf or at its instruction TRMT Subsidiaries shall be deemed to be a breach of this Section 5.2 7.3(a) by the CompanyRMRM or TRMT, as applicable.

No Solicitation; Change in Recommendation. 5.2.1 Except as expressly permitted by this Section 5.2, the (a) The Company agrees that it shall, and shall cause each its Subsidiaries and its and its Subsidiaries’ respective directors and officers to, and shall use its reasonable best efforts to cause its other Representatives to, cease immediately all existing negotiations with any Person or its Representatives conducted heretofore with respect to any Takeover Proposal, immediately terminate access by any such Person or its Representative to any online data room maintained by or behalf of its Affiliates the Company, and promptly request that any such Person and its Representatives to, (i) immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and on the second Business Day after the date of this Agreement, if not already done prior to the date of this Agreement, instruct any Person who entered into a confidentiality agreement with the Company that has not expired or been terminated in connection with any actual or potential Acquisition Proposal to promptly return or destroy all such confidential information or documents in accordance with the terms of such confidentiality agreement, (ii) release any third party from any standstill provision in any agreement to which concerning the Company or any of and its Subsidiaries is a party on the second Business Day after previously furnished to them. Except as otherwise provided in this Agreement, from the date of this Agreement and (iii) from until the date hereof until earlier of the Effective Time oror the date, if earlierany, on which this Agreement is terminated pursuant to Section 7.1, the termination of this Agreement in accordance with Section 7Company shall not, notand shall cause its Subsidiaries and its and its Subsidiaries’ respective directors and officers not to, and shall use its reasonable best efforts to cause its other Representatives not to, directly or indirectly, (Ai) solicit, initiate or initiate, knowingly facilitate facilitate, or knowingly encourage (including by way of furnishing non-public information) the submission of any inquiries regarding, Takeover Proposal or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposalconsummation thereof, (Bii) other than informing Persons of the provisions contained in this Section 5.2, engage inenter into, continue or otherwise participate in any discussions (except to notify such Person of the existence of the provisions of this Section 5.3) or negotiations regarding, or furnish to any other Person any non-public information in connection with or for the purpose of knowingly encouraging or facilitating, an Acquisition a Takeover Proposal or (C) approve, recommend any proposal or enter intooffer that could reasonably be expected to lead to a Takeover Proposal, or propose to approve, recommend or (iii) enter into, into any letter of intent or similar documentintent, acquisition agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) similar agreement with respect to, to a Takeover Proposal or take any action to support or in furtherance of, an Acquisition Proposal. Except to the extent necessary to take any actions that the Company or any third party would otherwise be permitted to take pursuant to this Section 5.2 (and in such case only in accordance with the terms hereof), (i) the Company and its Subsidiaries shall not release any third party from, or waive, amend or modify any provision of, or grant permission under, any confidentiality provision in any agreement to which the Company or any of its Subsidiaries is a party and (ii) the Company shall, and shall cause its Subsidiaries to, enforce the confidentiality provisions of any such agreement, and the Company shall, and shall cause its Subsidiaries to, immediately take all steps necessary to terminate any waiver that may have been heretofore granted, respect to any Person other than Parent proposal or any of Parent’s Affiliates, under any such provisions. Without limiting the foregoing, it is agreed offer that any violation of the restrictions set forth in this Section 5.2 applicable could reasonably be expected to the Company by any of the Company’s Affiliates or any of its other Representatives lead to the extent acting on its behalf or at its instruction shall be deemed to be a breach of this Section 5.2 by the CompanyTakeover Proposal.

No Solicitation; Change in Recommendation. 5.2.1 Except as expressly permitted by this Section 5.2, the (a) The Company agrees that it shall, and shall cause each of its Affiliates Subsidiaries and its and its Subsidiaries’ respective directors, officers and employees to, and shall use its reasonable best efforts to cause its other Representatives to, (i) immediately cease any solicitation, encouragementall existing activities, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and Person conducted on the second Business Day after or before the date of this Agreement, if not already done Agreement with respect to any Takeover Proposal or any inquiry or proposal that could reasonably be expected to lead to a Takeover Proposal. The Company shall promptly (and in any event no later than 5:00 p.m. eastern time on the third (3rd) Business Day following the date hereof) request in writing each Person who has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or any portion thereof (and such confidentiality agreement was entered into within the one (1) year period prior to the date of this Agreement, instruct any Person who entered into a confidentiality agreement with the Company that has not expired or been terminated in connection with any actual or potential Acquisition Proposal ) to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company, and the Company shall use commercially reasonable efforts to have such information returned or documents in accordance with destroyed (to the terms extent destruction of such information is permitted by such confidentiality agreement). Except as otherwise provided in this Agreement, from the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1, the Company shall not, and shall cause its Subsidiaries and its and its Subsidiaries’ respective directors, officers and employees not to, and shall use its reasonable best efforts to cause its other Representatives not to (and shall not authorize or permit any of them to), directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate any Takeover Proposal or the making, submission, announcement or consummation thereof, (ii) release participate or engage in any third party from discussions or negotiations regarding, or furnish to any Person any non-public information or access relating to the Company or any of its Subsidiaries in connection with, any Takeover Proposal or any inquiry or proposal that could reasonably be expected to lead to a Takeover Proposal, (iii) execute or enter into any Company Acquisition Agreement, or (iv) terminate, amend, modify, waive or fail to enforce any rights under any “standstill” or other similar agreement between the Company or any of its Subsidiaries and any Person (other than Parent or Merger Sub), except, with respect to this clause (iv), (A) to the extent that prior to the receipt of the Company Shareholder Approval the Company Board concludes in good faith, after consultation with its financial advisor and outside legal counsel, the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law or (B) to the extent that any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party on includes a “fall-away” or other similar provision that causes such standstill provision to be terminated, amended, modified or waived as a result of the second Business Day after the date of this Agreement and (iii) from the date hereof until the Effective Time or, if earlier, the termination of Company entering into or publicly announcing this Agreement in accordance with Section 7, not, directly or indirectly, (A) solicit, initiate or knowingly facilitate or knowingly encourage (including by way and of furnishing non-public information) the submission of any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (B) other than informing Persons of the provisions contained in this Section 5.2, engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any non-public information in connection with or for the purpose of encouraging or facilitating, an Acquisition Proposal or (C) approve, recommend or enter into, or propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to, or take any action to support or in furtherance of, an Acquisition Proposal. Except to the extent necessary to take any actions that the Company or any third party would otherwise be permitted to take pursuant to this Section 5.2 (and in such case only in accordance with the terms hereof), (i) the Company and its Subsidiaries shall not release any third party from, or waive, amend or modify any provision of, or grant permission under, any confidentiality provision in any agreement to which the Company or any of its Subsidiaries is a party and (ii) the Company shall, and shall cause its Subsidiaries to, enforce the confidentiality provisions of any such agreement, and the Company shall, and shall cause its Subsidiaries to, immediately take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, under any such provisions. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2 applicable to the Company by any of the Company’s Affiliates or any of its other Representatives to the extent acting on its behalf or at its instruction shall be deemed to be a breach of this Section 5.2 by the Companythemselves.

No Solicitation; Change in Recommendation. 5.2.1 (a) Except as expressly permitted by this Section 5.26.5, the Company shall, and shall cause each of its Affiliates and its Representatives to, (i) immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and on the second Business Day after the date of this Agreement, if not already done prior to the date of this Agreement, instruct any Person who entered into a confidentiality agreement with the Company that has not expired or been terminated in connection with any actual or potential Acquisition Proposal to return or destroy all such information or documents in accordance with the terms of such confidentiality agreement, (ii) release any third party from any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party on the second Business Day after the date of this Agreement and (iii) from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 7Article VIII, the Company shall not, shall direct each of its Subsidiaries not to, and shall use its reasonable best efforts to cause each of its Representatives not to, directly or indirectly, (Ai) solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public informationinformation other than in the ordinary course of business) the submission of any inquiries regarding, or the making of any proposal or offer (including any proposal or offer to the Company’s stockholders) that constitutes, or would could reasonably be expected to lead to, an Acquisition a Takeover Proposal, (Bii) other than informing Persons of the provisions contained in this Section 5.2, engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any non-public information in connection with or for the purpose of encouraging or facilitating, an Acquisition regarding a Takeover Proposal or (Ciii) approve, recommend or enter into, or propose to approve, recommend or enter into, into any letter of intent or similar document, agreement, commitment, agreement or agreement in principle (whether written or oral, binding or nonbinding) with respect to, or take any action to support or in furtherance of, an Acquisition a Takeover Proposal. Except to the extent necessary to take any actions that the Company or any third party would otherwise be permitted to take pursuant to this Section 5.2 (and in such case only in accordance with the terms hereof), (i) the Company and its Subsidiaries shall not release any third party from, or waive, amend or modify any provision of, or grant permission under, any confidentiality provision in any agreement to which the Company or any of its Subsidiaries is a party and (ii) the The Company shall, and shall cause its Subsidiaries to, enforce the confidentiality provisions and direct each of any such agreement, and the Company shall, and shall cause its Subsidiaries their Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Persons conducted prior to the execution of this Agreement by the Company, any of its Subsidiaries or its or any of their Representatives with respect to any Takeover Proposal. The Company shall not release any Person from, or waive any provision of, and shall, to the extent possible, promptly take all steps necessary to terminate any such waiver that may have been heretofore grantedpreviously granted with respect to, any confidentiality or standstill agreement to any Person other than Parent or any of Parent’s Affiliates, under any such provisions. Without limiting the foregoing, which it is agreed a party. The Company shall promptly request each Person that any violation has executed a confidentiality agreement that remains in effect as of the restrictions set forth date of this Agreement in this Section 5.2 applicable connection with such Person’s consideration of any Takeover Proposal to the Company by any of the Company’s Affiliates return (or any of its other Representatives to the extent acting on its behalf or at its instruction shall be deemed permitted by the applicable confidentiality agreement, destroy) all information required to be a breach returned (or, if applicable, destroyed) by such Person under the terms of this Section 5.2 such Person’s confidentiality agreement with the Company and, if requested by the CompanyParent, to enforce such Person’s obligation to do so.

No Solicitation; Change in Recommendation. 5.2.1 Except as expressly permitted by this Section 5.2, the (a) The Company agrees that it shall, and shall cause each of its Affiliates the Company Subsidiaries, and its and their respective directors, officers and employees to and shall direct, and use its reasonable best efforts to cause, its other Representatives to, (i) immediately cease any solicitation, encouragement, all existing discussions or negotiations with any Persons that may be ongoing Person conducted heretofore with respect to an Acquisition any Takeover Proposal, or any existing discussion that could reasonably be expected to lead to a Takeover Proposal, and on the second Business Day after the date of this Agreement, if not already done prior to the date of this Agreement, instruct any Person who entered into a confidentiality agreement with the Company further agrees that has not expired it shall request that all non-public information previously provided by or been terminated in connection with on behalf of the Company or any actual Company Subsidiary to any such Persons be promptly returned or potential Acquisition Proposal to return or destroy all such information or documents destroyed in accordance with the terms of the applicable confidentiality agreement or similar agreement with such confidentiality agreementPersons and shall prohibit access for anyone other than Parent, (ii) release the Company, Purchaser and their respective Representatives to any third party from any standstill provision in any agreement to which electronic data room of the Company or any of its Subsidiaries is a party on the second Business Day after in connection therewith. Except as otherwise provided in this Agreement, from the date of this Agreement and (iii) from until the date hereof until earlier of the Effective Time oror the date, if earlierany, on which this Agreement is terminated pursuant to Section 7.1, the termination of this Agreement in accordance with Section 7Company shall not, notand shall cause its Subsidiaries, and its and their respective directors, officers and employees not to, and shall direct, and use its reasonable best efforts to cause, its other Representatives not to, directly or indirectly, (Ai) solicit, initiate initiate, knowingly encourage or knowingly facilitate any inquiries, proposals or knowingly encourage (including by way of furnishing non-public information) the submission of any inquiries regardingoffers that constitute, or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposala Takeover Proposal or the making or consummation thereof, (Bii) other than informing Persons of the provisions contained in this Section 5.2, engage in, enter into, continue or otherwise participate in any discussions (except to notify such Person of the existence of the provisions of this Section 5.2) or negotiations regarding, or furnish to any other Person any non-public material information in connection with or for the purpose of encouraging or facilitating, an Acquisition any Takeover Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to a Takeover Proposal, (Ciii) approve, recommend or enter into, or propose to approve, recommend or enter into, into any letter of intent or similar documentintent, agreement, commitment, legal commitment or agreement in principle to effectuate a Takeover Proposal (whether written other than an Acceptable Confidentiality Agreement) or oral, binding any Contract or nonbinding) with respect to, or take any action to support or in furtherance of, an Acquisition Proposal. Except to the extent necessary to take any actions that legal commitment requiring the Company to abandon, terminate or fail to consummate the Transactions or (iv) direct any third party would otherwise be permitted to take pursuant to this Section 5.2 (and in such case only in accordance with the terms hereof), (i) the Company and its Subsidiaries shall not release any third party from, or waive, amend or modify any provision of, or grant permission under, any confidentiality provision in any agreement to which Representatives of the Company or any of its Subsidiaries is a party and to take any action set forth in clauses (i), (ii) the Company shall, and shall cause its Subsidiaries to, enforce the confidentiality provisions of any such agreement, and the Company shall, and shall cause its Subsidiaries to, immediately take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, under any such provisions. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2 applicable to the Company by any of the Company’s Affiliates or any of its other Representatives to the extent acting on its behalf or at its instruction shall be deemed to be a breach (iii) of this Section 5.2 by the Company5.2(a).

No Solicitation; Change in Recommendation. 5.2.1 (a) Seller and its Subsidiaries shall, and shall direct their respective Representatives to, cease and cause to be terminated any discussions or negotiations with any Person conducted heretofore with respect to an Alternative Transaction Proposal. Except as otherwise expressly permitted by this Section 5.27.4, the Company shallSeller and its Subsidiaries shall not, and shall use their reasonable best efforts to cause each of its Affiliates and its their Representatives not to, (i) immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and on the second Business Day after the date of this Agreement, if not already done prior to the date of this Agreement, instruct any Person who entered into a confidentiality agreement with the Company that has not expired or been terminated in connection with any actual or potential Acquisition Proposal to return or destroy all such information or documents in accordance with the terms of such confidentiality agreement, (ii) release any third party from any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party on the second Business Day after the date of this Agreement and (iii) from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 7, not, directly or indirectly, indirectly (A) solicitinitiate, initiate solicit or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) the submission of ), or take any other action to facilitate, any inquiries regarding, or the making of any proposal or offer (including any proposal or offer to Seller’s shareholders) that constitutes, or would could reasonably be expected to lead toresult in, an Acquisition Alternative Transaction Proposal, (B) other than informing Persons of the provisions contained in this Section 5.2, engage in, continue or otherwise participate in any discussions or negotiations regardingregarding an Alternative Transaction Proposal, or furnish to any other Person any non-public information in connection with or for the purpose of encouraging or facilitating, an Acquisition Proposal or (C) agree to, approve, endorse, recommend or consummate an Alternative Transaction Proposal, (D) enter intointo any Seller Acquisition Agreement, or propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbindingE) with respect to, or take any action to support or in furtherance of, an Acquisition Proposal. Except to the extent necessary to take any actions that the Company or any approve a third party would otherwise be permitted becoming an “interested stockholder,” or to take pursuant to this approve any transaction with an “interested stockholder,” for purposes of Section 5.2 (and in such case only in accordance with 14A:10A-1 et seq. of the terms hereof)New Jersey Shareholders’ Protection Act or Seller’s Restated Certificate of Incorporation, (i) the Company and its Subsidiaries shall not release any third party fromas amended, or waive(F) resolve, amend propose or modify any provision ofagree, or grant permission underauthorize or permit any Representative, to do any confidentiality provision in of the foregoing. Seller acknowledges and agrees that doing any agreement to which of the Company foregoing by any Representative of Seller or any of its Subsidiaries is a party and (ii) the Company shall, and shall cause its Subsidiaries to, enforce the confidentiality provisions of any such agreement, and the Company shall, and shall cause its Subsidiaries to, immediately take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, under any such provisions. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2 applicable to the Company by any of the Company’s Affiliates or any of its other Representatives to the extent acting on its behalf or at its instruction shall be deemed to be a breach by Seller of this Section 5.2 7.4(a). Seller shall, within two (2) Business Days after the date of this Agreement, promptly request each Person that has heretofore executed a confidentiality agreement in connection with such Person’s consideration of acquiring the Purchased Assets to return (or, if permitted by the Companyapplicable confidentiality agreement, destroy) all information required to be returned (or, if applicable, destroyed) by such Person under the terms of the applicable confidentiality agreement and, if requested by Purchaser, to enforce such Person’s obligation to do so and Seller shall immediately terminate all physical and electronic dataroom access previously granted to any such Person or its Representatives.

No Solicitation; Change in Recommendation. 5.2.1 Except as expressly permitted by this Section 5.2, the (a) The Company shall, and shall cause each of its Affiliates Subsidiaries to, and shall cause its and their Representatives to, (i) immediately cease any inquiries, solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition a Takeover Proposal (or that could reasonably be expected to lead to a Takeover Proposal, and ) that existed on the second Business Day after the date of this Agreement, if not already done or prior to the date of this Agreement, instruct (ii) promptly (and in any event within four (4) Business Days of the date of this Agreement) deliver a written notice to each such Person who entered into a confidentiality agreement with to the effect that the Company that has not expired or been terminated in connection is ending all such discussions and negotiations with any actual or potential Acquisition Proposal such Person, effective on the date of this Agreement, and which written notice shall also request such Person to promptly return or destroy all nonpublic information concerning the Company and its Subsidiaries previously provided to any such information or documents in accordance with the terms of such confidentiality agreement, (ii) release any third party from any standstill provision in any agreement to which Person by the Company or any of its Subsidiaries is a party on or their respective Representatives, (iii) immediately cease all access of any Person (other than Purchaser and its Affiliates and Representatives and the second Business Day after Company and its Representatives) to any electronic data room maintained by the date of Company with respect to the transactions contemplated by this Agreement Agreement, and (iiiiv) from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 7Time, not, and not publicly announce any intention to, directly or indirectly, (A) initiate, solicit, initiate cause, or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) the submission of any inquiries regarding, or the making of any proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition any Takeover Proposal, (B) other than informing Persons of the provisions contained in this Section 5.2, engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any non-public information information, or afford any other Person with access to the business, employees, officers, contracts, properties, assets, or books and records, in each case in connection with with, or for the purpose of encouraging or facilitatingthat could reasonably be expected to lead to, an Acquisition Proposal a Takeover Proposal, or (C) approvegrant any waiver, recommend amendment or enter intorelease under any standstill or confidentiality agreement, or propose fail to approve, recommend enforce any standstill or enter into, any letter confidentiality agreement unless the Board of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) Directors of the Company determines after consulting with respect to, or take any action to support or in furtherance of, an Acquisition Proposal. Except to the extent necessary to take any actions outside legal counsel that the Company or any third party would otherwise be permitted failure to take pursuant to this Section 5.2 (and in such case only in accordance with the terms hereof), (i) the Company and its Subsidiaries shall not release any third party from, or waive, amend or modify any provision of, or grant permission under, any confidentiality provision in any agreement to which the Company or any of its Subsidiaries is a party and (ii) the Company shall, and shall cause its Subsidiaries to, enforce the confidentiality provisions of any such agreementwaiver, and the Company shall, and shall cause amendment or release would be inconsistent with its Subsidiaries to, immediately take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates, fiduciary duties under any such provisions. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2 applicable to the Company by any of the Company’s Affiliates or any of its other Representatives to the extent acting on its behalf or at its instruction shall be deemed to be a breach of this Section 5.2 by the CompanyLaw.

No Solicitation; Change in Recommendation. 5.2.1 Except as expressly permitted by this Section 5.2, the (a) The Company agrees that it shall, and shall cause each of its Affiliates Subsidiaries and its and their respective directors, officers and employees to, and shall direct and use its reasonable best efforts to cause its and its Subsidiaries respective other Representatives to, (i) immediately cease and cause to be terminated any solicitation, encouragement, and all existing discussions or negotiations with any Persons that may be ongoing Person and its Representatives conducted heretofore with respect to an Acquisition Proposal, any Takeover Proposal and shall promptly request that any such Person (and its Representatives) in possession of confidential information heretofore furnished by or on the second Business Day after the date behalf of this Agreement, if not already done prior to the date of this Agreement, instruct any Person who entered into a confidentiality agreement with the Company or any of its Subsidiaries (and all analyses and other materials prepared by or on behalf of such Person that has not expired contains, reflects or been terminated in connection with any actual or potential Acquisition Proposal analyzes that information) to return or destroy all such information or documents as promptly as reasonably practicable and in accordance with the terms of any confidentiality or similar agreement in place with such confidentiality agreement, (ii) release any third party Person. At all times from any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party on the second Business Day after the date of this Agreement and (iii) from until the date hereof until earlier of the Effective Time oror the date, if earlierany, on which this Agreement is terminated pursuant to Section 7.1, the termination of this Agreement in accordance with Section 7Company shall not, notand shall cause its Subsidiaries and its and their respective directors, officers and employees not to, and shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ respective other Representatives not to, directly or indirectly, (Ai) solicit, initiate or knowingly take any action to encourage or facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries or the submission of any inquiries regarding, proposal that constitutes any Takeover Proposal or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, consummation thereof; (Bii) other than informing Persons of the provisions contained in this Section 5.2, engage inenter into, continue or otherwise participate in any discussions (except to notify such Person of the existence of the provisions of this Section 5.3) or negotiations regarding, or furnish to any other Person any non-public information or data relating to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries in connection with with, or for the purpose of encouraging or facilitating, any Takeover Proposal; (iii) approve any transaction under, or any Person becoming an Acquisition Proposal “interested stockholder” under, Section 203 of the DGCL, or (Civ) approveenter into any agreement in principle, recommend or enter into, or propose to approve, recommend or enter into, any letter of intent or similar documentintent, term sheet, merger agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to, or take any action to support or in furtherance of, an Acquisition Proposal. Except to the extent necessary to take any actions that the Company or any third party would otherwise be permitted to take pursuant to this Section 5.2 (and in such case only in accordance with the terms hereof), (i) the Company and its Subsidiaries shall not release any third party from, or waive, amend or modify any provision of, or grant permission under, any confidentiality provision in any agreement to which the Company or any of its Subsidiaries is a party and (ii) the Company shall, and shall cause its Subsidiaries to, enforce the confidentiality provisions of any such acquisition agreement, and the Company shall, and shall cause its Subsidiaries to, immediately take all steps necessary to terminate any waiver that may have been heretofore granted, to any Person option agreement or other than Parent or any of Parent’s Affiliates, under any such provisions. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2 applicable to the Company by any of the Company’s Affiliates or any of its other Representatives to the extent acting on its behalf or at its instruction shall be deemed to be similar instrument providing for a breach of this Section 5.2 by the CompanyTakeover Proposal.