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

No Solicitation; Change in Recommendation. (a) Except as otherwise expressly provided in this Section 5.3, during the Interim Period, the Company shall not, and shall cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or facilitate any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal, or furnish to any other Person information or afford to any other Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries, in each case, in connection with, or for the purpose of knowingly facilitating or assisting, a Competing Proposal, (iii) enter into any Contract (including any letter of intent or agreement in principle) with respect to a Competing Proposal (each, a “Company Acquisition Agreement”), (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute (provided, that notwithstanding anything contained herein to the contrary, the Company may waive any provision that prohibits a confidential proposal being made to the Company Board of Directors (directly or indirectly through the Company’s Representatives)), or (v) agree or publicly propose to do any of the foregoing. (b) Promptly following the execution of this Agreement, the Company shall, and shall cause each of its Subsidiaries and use reasonable best efforts to cause its and their respective Representatives to, immediately cease any solicitation, discussions or negotiations with any Persons with respect to a Competing Proposal, use reasonable best efforts to take such reasonable action as is necessary to enforce any confidentiality or standstill or provisions of similar effect to which the Company or a Company Subsidiary is a party or of which the Company or a Company Subsidiary is a beneficiary, and use reasonable best efforts to cause any such Person to promptly return and/or destroy all confidential information concerning the Company and the Company’s Subsidiaries to the extent permitted pursuant to a confidentiality agreement with any such Persons that was provided in connection with a Competing Proposal. (c) Notwithstanding anything to the contrary contained herein, if (i) at any time on or after the date hereof and prior to obtaining the Company Stockholder Approval, the Company or any of its Representatives receives a written Competing Proposal from any Person or group of Persons, which Competing Proposal was made on or after the date hereof and was not solicited in breach by the Company of this Section 5.3 and (ii) the Company Board of Directors determines in good faith, after consultation with outside legal counsel and an independent financial advisor of national reputation, that such Competing Proposal constitutes or is reasonably expected to lead to a Superior Proposal, then the Company and its Representatives may (A) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Competing Proposal, provided, that the Company shall promptly provide to Parent any material non-public information concerning the Company or any of its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent or its Representatives, and (B) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal. The Company shall promptly (and in any event, within twenty-four (24) hours) notify Parent and Merger Sub after it or any of its Subsidiaries or any of their respective Representatives has received a Competing Proposal or the initial request for non-public information concerning the Company or any Company Subsidiary. Such notice to Parent shall indicate the identity of the Person making such request and include the material terms and conditions of such Competing Proposal. (d) Following the date hereof, the Company shall keep Parent reasonably informed on a reasonably current basis of any material developments, discussions or negotiations regarding any Competing Proposal (whether made before or after the date hereof) and upon the request of Parent shall apprise Parent of the status of such Competing Proposal. The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to Parent in accordance with this Section 5.3. (e) Except as expressly permitted by this Section 5.3(e) with respect to the Company or Section 5.3(f) with respect to the Company and Parent, the Company Board of Directors, the Parent Board of Directors and any of their respective committees shall not (i) (A) fail to recommend to their respective stockholders that the Company Stockholder Approval or Parent Stockholder Approval, as applicable, be given or fail to include the Company Board Recommendation or Parent Board Recommendation, as applicable, in the Joint Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or, in a manner adverse to the other Party, modify, the Company Board Recommendation or Parent Board Recommendation, as applicable, (C) adopt, approve or recommend, or publicly propose to approve or recommend to the stockholders of the Company a Competing Proposal or (D) fail to recommend against any pending tender or exchange offer that constitutes a Competing Proposal within ten (10) business days after it is launched (it being understood and agreed that the Company stating that it is continuing to negotiate with the Person that made such Competing Proposal shall not in of itself constitute an Adverse Recommendation Change, provided that the such statement is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation and is reaffirming the Company Board Recommendation) (each of the actions described in this clause (i) being referred to as an “Adverse Recommendation Change”), (ii) authorize, cause or permit the Company or any of its Subsidiaries to enter into any Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) or (iii) take any action pursuant to Section 8.1(f). Notwithstanding anything to the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may make an Adverse Recommendation Change and terminate this Agreement pursuant to Section 8.1(f) and enter into a Company Acquisition Agreement with respect to a Competing Proposal, if and only if, the Company receives a Competing Proposal that was not solicited in breach by the Company of this Section 5.3 and that the Company Board of Directors determines in good faith, after consultation with outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation, constitutes a Superior Proposal; provided, that in order to make an Adverse Recommendation Change or terminate this Agreement to enter into a Company Acquisition Agreement with respect to a Superior Proposal: (i) the Company Board of Directors shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law; (ii) the Company shall have given Parent at least five (5) business days’ prior written notice of its intention to effect an Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(f), which notice shall specify in reasonable detail the basis for the Adverse Recommendation Change or termination and the identity of the party making such Superior Proposal and the material terms thereof and include copies of the current drafts of all material agreements between the Company and the party making such Superior Proposal that relate to such Superior Proposal (it being understood and agreed that such notice or the public disclosure by the Company of such notice shall not in and of itself constitute an Adverse Recommendation Change provided that such public disclosure is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation); (iii) the Company shall have negotiated, and shall have caused its Representatives to negotiate, in good faith with Parent during such notice period, to the extent Parent wishes to negotiate; and (iv) following the end of such notice period, the Company Board of Directors shall have considered in good faith any proposed revisions to this Agreement proposed by Parent (or as to other proposals made by Parent), and shall have determined, after consultation with its outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation that such Superior Proposal would continue to constitute a Superior Proposal even if such revisions were to be given effect; provided, that in the event of any material change to the material terms of such Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (ii) above and the notice period shall have recommenced (in which case such notice period shall be for three (3) business days instead of five (5) business days); and provided, further, that any purported termination of this Agreement pursuant to this Section 5.3(e) shall be void and of no force and effect, unless the Company termination is in accordance with Section 8.1(f) and the Company pays Parent the Company Termination Payment in accordance with Section 8.2(b) prior to or concurrently with such termination. (f) Notwithstanding anything to the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may, and prior to the time of the Parent Stockholder Approval is obtained, but not after, the Parent Board of Directors may, make an Adverse Recommendation Change if: (i) a material favorable development or change in circumstances occurs for such Party after the date of this Agreement that (A) is not related to any Competing Proposal or Parent Acquisition Transaction, as applicable, (B) relates to the business, properties, assets, or prospects of the Party proposing to make an Adverse Recommendation Change pursuant to this Section 5.3(f), and (C) was neither known by nor reasonably foreseeable to the Company Board or Parent Board, as applicable, as of the date of this Agreement (an “Intervening Event”); (ii) the Company Board of Directors or Parent Board of Directors, as applicable, shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law; (iii) the Company or Parent, as applicable, shall have given the other Party at least five (5) business days’ prior written notice of its intention to effect an Adverse Recommendation Change pursuant to Section 5.3(f)(i) (which notice shall specify in reasonable detail the basis for the Adverse Recommendation Change); (iv) the Company or Parent, as applicable, shall have negotiated, and shall have caused its Representatives to negotiate, in good faith with the other Party and its Representatives during such notice period, to the extent such other Party wishes to negotiate; and (v) following the end of such notice period, the Company Board of Directors or Parent Board of Directors, as applicable, shall have considered in good faith any proposed revisions to this Agreement proposed by the other Party (or as to other proposals made by the other Party), and shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to make such Adverse Recommendation Change would be reasonably likely to be inconsistent with the directors’ duties under applicable Law even if such revisions were to be given effect. (g) Nothing in this Section 5.3 shall prohibit the Company Board of Directors from: (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, if failure to do so would violate applicable Law, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any other disclosure required under applicable Law, in any such case, if the Company Board of Directors has determined in good faith, after consultation with legal counsel, that the failure to do so would create a material risk of a breach by the Company Board of Directors of its duties; provided, that any disclosures (other than those made pursuant to clause (ii) of this Section 5.3(g)) that are not an express rejection of any applicable Competing Proposal or an express reaffirmation of the Company Board Recommendation shall be considered in determining whether there has been an Adverse Recommendation Change. (h) The Company acknowledges and agrees that any violation of the restrictions set forth in this Section 5.3 by any Subsidiary of the Company or the Representatives of the Company or any Subsidiary of the Company acting at the direction of the Company or any Company Subsidiary shall be deemed to be a breach of this Section 5.3 by the Company. (i) As used in this Agreement, “Competing Proposal” shall mean any proposal or offer from any Person (other than Parent and its Subsidiaries) or “group”, within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (i) acquisition of assets of the Company and its Subsidiaries equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (ii) acquisition of 20% or more of the outstanding shares of Company Common Stock, (iii) tender offer or exchange offer that if consummated would result in such Person or “group” acquiring beneficial ownership of 20% or more of the outstanding shares of Company Common Stock, (iv) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any Company Subsidiary that if consummated would result in Persons other the holders of Company Parent Common Stock immediately prior to such transaction owning more than 20% of the outstanding Company Common Stock or stock of the ultimate parent entity immediately following such transaction or (v) any combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, consolidated revenues or earnings and Company Common Stock involved is 20% or more, in each case, other than the Transactions.

No Solicitation; Change in Recommendation. (a) Except as otherwise expressly provided in permitted by this Section 5.37.3, during the Interim Period, Parent and the Company shall notshall, and shall cause each of its the Parent Subsidiaries and use its reasonable best efforts to cause its the Company 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 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 its Representatives promptly return or destroy all confidential information concerning Parent and the Parent Subsidiaries and the Company and the Company Subsidiaries and immediately terminate all physical and electronic data room access granted to any such Person or its Representatives and (ii) not to, directly or indirectly, (iA) solicit, initiate, initiate or knowingly facilitate or knowingly encourage or facilitate any inquiry or the making of any proposal or offer that which constitutes, or would may reasonably be expected to lead to, a any Competing Proposal, (iiB) engage in, continue or otherwise participate in any discussions or negotiations regarding any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposalregarding, or furnish to any other Person information or afford to any other Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries, in each case, in connection with, with or for the purpose of knowingly facilitating encouraging or assistingfacilitating, a Competing Proposal, or (iiiC) enter into any Contract (including any letter of intent or intent, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle) principle or other agreement with respect to a Competing Proposal (other than an Acceptable Confidentiality Agreement) (each, a an “Company Acquisition Agreement”), (iv. It is agreed that any violation of the restrictions set forth in this Section 7.3(a) grant any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute (provided, that notwithstanding anything contained herein to the contrary, the Company may waive any provision that prohibits a confidential proposal being made to the Company Board of Directors (directly or indirectly through the Company’s Representatives)), or (v) agree or publicly propose to do by any of the foregoingParent Subsidiaries or the Company Subsidiaries shall be deemed to be a breach of this Section 7.3(a) by Parent or the Company, as applicable. (b) Promptly following the execution of this Agreement, the Company shall, and shall cause each of its Subsidiaries and use reasonable best efforts to cause its and their respective Representatives to, immediately cease any solicitation, discussions or negotiations with any Persons with respect to a Competing Proposal, use reasonable best efforts to take such reasonable action as is necessary to enforce any confidentiality or standstill or provisions of similar effect to which the Company or a Company Subsidiary is a party or of which the Company or a Company Subsidiary is a beneficiary, and use reasonable best efforts to cause any such Person to promptly return and/or destroy all confidential information concerning the Company and the Company’s Subsidiaries to the extent permitted pursuant to a confidentiality agreement with any such Persons that was provided in connection with a Competing Proposal. (c) Notwithstanding anything to the contrary contained hereinin Section 7.3(a), if a Party or any Parent Subsidiary or Company Subsidiary, as applicable, receives a written Competing Proposal (isuch Party, the “Proposal Recipient”) from any Person or group of Persons at any time on or after the date hereof of this Agreement and prior to obtaining the Parent Shareholder Approval or the Company Stockholder Shareholder Approval, as applicable, that the Company Proposal Recipient’s board of trustees or any of its Representatives receives a written Competing Proposal from any Person or group of Persons, which Competing Proposal was made on or after the date hereof and was not solicited in breach by the Company of this Section 5.3 and (ii) the Company Board of Directors Special Committee determines in good faith, after consultation with its financial advisor and outside legal counsel and an independent financial advisor of national reputationcounsel, that such Competing Proposal constitutes or is reasonably expected likely to lead to result in a Superior Proposal, then which Competing Proposal was received in circumstances not involving a material breach by the Company and Proposal Recipient of this Section 7.3, the Proposal Recipient may, or may cause its Representatives may to, in response to such Competing Proposal, and subject to compliance with Section 7.3(c), (Ai) contact such Person or group of Persons to clarify the terms and conditions thereof, (ii) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Proposal Recipient and the Parent Subsidiaries or the Company and its Subsidiaries Subsidiaries, as applicable, to the Person or group of Persons who has made such Competing Proposal, provided, ; provided that the Company shall promptly Proposal Recipient shall, prior to or concurrently with the time such information is provided to such Person or group of Persons, provide to Parent the other Party any material non-public information concerning the Company Proposal Recipient or any of its the Parent Subsidiaries or the Company Subsidiaries, as applicable, that is provided to any such Person given such access or group of Persons which was not previously provided to Parent the other Party or its Representatives, and (Biii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal regarding such Competing Proposal. . (c) The Company Proposal Recipient shall promptly (i) promptly, and in any event, within twenty-four event no later than forty eight (2448) hours) notify Parent and Merger Sub hours after it or receipt of any of its Subsidiaries or any of their respective Representatives has received a Competing Proposal or the initial request for non-public information concerning in connection therewith, as applicable, advise the Company or other Party in writing of the receipt of such Competing Proposal and any Company Subsidiary. Such notice to Parent shall indicate request for confidential information in connection with such Competing Proposal, the material terms of such Competing Proposal and the identity of the Person or group of Persons making such Competing Proposal or request for confidential information and include (ii) keep the other Party reasonably advised of all material developments affecting the terms (including all changes to the material terms terms) and conditions status of such Competing Proposal, including the status of discussions or negotiations regarding such Competing Proposal. (d) Following the date hereof, the Company shall keep Parent reasonably informed on a reasonably current basis of any material developments, discussions or negotiations regarding any Competing Proposal (whether made before or after the date hereof) and upon the request of Parent shall apprise Parent of the status of such Competing Proposal. The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to Parent in accordance with this Section 5.3. (e) Except as expressly permitted by this Section 5.3(e7.3(d), neither the Parent Board (or an authorized committee thereof) with respect to the Company or Section 5.3(f) with respect to the Company and Parent, nor the Company Board (or an authorized committee thereof) shall (i)(A) in the case of Directors, the Parent Board of Directors and any of their respective committees shall not (i) (A) or an authorized committee thereof), fail to recommend to their respective stockholders the holders of the Parent Common Shares that the Parent Shareholder Approval be given or fail to include the Parent Board Recommendation in the Joint Proxy Statement, and, in the case of the Company Board (or an authorized committee thereof), fail to recommend to the holders of the Company Common Shares that the Company Stockholder Shareholder Approval or Parent Stockholder Approval, as applicable, be given or fail to include the Company Board Recommendation or Parent Board Recommendation, as applicable, in the Joint Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw oror modify the Parent Board Recommendation (or the Parent Special Committee’s recommendation to the Parent Board with respect to the Merger or the other transactions contemplated hereby) or the Company Board Recommendation (or the Company Special Committee’s recommendation to the Company Board with respect to the Merger or the other transactions contemplated hereby), as applicable, in each case in a manner adverse to the other Party, modify, the Company Board Recommendation or Parent Board Recommendation, as applicable, (C) adopt, approve or recommend, or publicly propose to adopt, approve or recommend to the stockholders of the Company recommend, a Competing Proposal or (D) fail to recommend against any pending tender or exchange offer that constitutes a Competing Proposal within ten (10) business days after it is launched (it being understood and agreed that the Company stating that it is continuing to negotiate with the Person that made such Competing Proposal shall not in of itself constitute an Adverse Recommendation Change, provided that the such statement is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation and is reaffirming the Company Board Recommendation) (each of the actions described in this clause (i) being referred to as an “Adverse Recommendation Change”), or (ii) authorize, cause or permit Parent or the Company Company, as applicable, or any of its the Parent Subsidiaries or the Company Subsidiaries, as applicable, to enter into any Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) or (iii) take any action pursuant to Section 8.1(f). Notwithstanding anything to the contrary herein, prior to the time the Parent Shareholder Approval, in the case of Parent, or the Company Stockholder Approval Shareholder Approval, in the case of the Company, is obtained, but not after, the Parent Board (or an authorized committee thereof) or the Company Board (or an authorized committee thereof), as applicable, may (A) in the case of Directors may clause (I) or (II) below, make an Adverse Recommendation Change and Change, and/or (B) in the case of clause (I) below only, terminate this Agreement pursuant to Section 8.1(f9.1(c)(iii), in the case of Parent, or Section 9.1(d)(iii), in the case of the Company, if (I)(x) a written Competing Proposal is received by it and enter into such Competing Proposal is not withdrawn and (y) prior to taking such action, the Proposal Recipient’s board of trustees (or an authorized committee thereof) has determined in good faith after consultation with its financial advisor and outside legal counsel, that such Competing Proposal constitutes a Company Acquisition Agreement Superior Proposal, or (II) an Intervening Event occurs with respect to a Competing Proposal, if and only if, Parent or the Company receives a Competing Proposal that was not solicited in breach by and the Parent Special Committee or the Company of this Section 5.3 and that the Company Board of Directors Special Committee, as applicable, determines in good faith, after consultation with outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation, constitutes a Superior Proposal; provided, that in order to make an Adverse Recommendation Change or terminate this Agreement to enter into a Company Acquisition Agreement with respect to a Superior Proposal: (i) the Company Board of Directors shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that failure to take such action effect an Adverse Recommendation Change would be reasonably likely to be inconsistent with the directorsits trustees’ duties under applicable Law;Law of the State of Maryland; provided, however, that the Parent Board (or an authorized committee thereof) or the Company Board (or an authorized committee thereof), as applicable, may not take any action contemplated by clause (A) or (B) of this sentence unless: (ii1) if such action is taken in connection with a Competing Proposal, (w) the Company shall have Proposal Recipient has given Parent the other Party at least five three (53) business daysBusiness Days’ prior written notice of its intention to effect an Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(f), take such action (which notice shall specify include the information with respect to such Competing Proposal that is specified in reasonable detail the basis for the Adverse Recommendation Change or termination Section 7.3(c) as well as a copy of any proposal and the identity any then-existing drafts of the party making definitive agreement and other material documentation providing for such Superior Proposal and the material terms thereof and include copies of the current drafts of all material agreements between the Company and the party making such Superior Proposal that relate to such Superior Proposal Competing Proposal), (it being understood and agreed that such notice or the public disclosure by the Company of such notice shall not in and of itself constitute an Adverse Recommendation Change provided that such public disclosure is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation); (iiix) the Company shall have negotiated, and shall have caused its Representatives to negotiate, Proposal Recipient has negotiated in good faith with Parent during such notice periodthe other Party, to the extent Parent the other Party wishes to negotiate; and , during such notice period to enable the other Party to propose in writing revisions to the terms of this Agreement such that it would cause such Superior Proposal to no longer constitute (ivin the good faith determination of the Proposal Recipient’s board of trustees (or an authorized committee thereof other than the Special Committee) or the Special Committee after consultation with its financial advisor and outside legal counsel) a Superior Proposal, (y) following the end of such notice period, the Company Board Proposal Recipient’s board of Directors trustees (or an authorized committee thereof other than the Special Committee), in each case acting on the recommendation of the Special Committee, or the Special Committee shall have considered in good faith any proposed revisions to this Agreement proposed in writing by Parent (or as to the other proposals made by Parent), Party and shall have determineddetermined that, after consultation with its financial advisor and outside legal counsel and after obtaining and taking into account counsel, the advice of the Company’s independent financial advisor of national reputation that such Superior Proposal would continue to constitute a Superior Proposal even if such revisions were to be given effect; provided, that and (z) in the event of any material change to the material terms of such Superior Proposal, the Company Proposal Recipient shall, in each case, have delivered to Parent the other Party an additional notice consistent with that described in clause subclause (iiw) above and the notice foregoing period shall have recommenced (in which case such notice recommenced, except that the foregoing period shall be for three the greater of (3I) business days instead the remainder of five the original period and (5II) business days)one (1) Business Day; and provided, further, that any purported termination of this Agreement pursuant to this Section 5.3(e) shall be void and of no force and effect, unless the Company termination is in accordance with Section 8.1(f) and the Company pays Parent the Company Termination Payment in accordance with Section 8.2(b) prior to or concurrently with such termination.and (f2) Notwithstanding anything to if such action is taken in connection with any such Intervening Event, (x) Parent or the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may, and prior to the time of the Parent Stockholder Approval is obtained, but not after, the Parent Board of Directors may, make an Adverse Recommendation Change if: (i) a material favorable development or change in circumstances occurs for such Party after the date of this Agreement that (A) is not related to any Competing Proposal or Parent Acquisition TransactionCompany, as applicable, (B) relates to the business, properties, assets, or prospects of the Party proposing to make an Adverse Recommendation Change pursuant to this Section 5.3(f), and (C) was neither known by nor reasonably foreseeable to the Company Board or Parent Board, as applicable, as of the date of this Agreement (an “Intervening Event”); (ii) the Company Board of Directors or Parent Board of Directors, as applicable, shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law; (iii) the Company or Parent, as applicable, shall have has given the other Party at least five three (53) business daysBusiness Days’ prior written notice of its intention to effect an Adverse Recommendation Change pursuant to Section 5.3(f)(i) take such action (which notice shall specify include in reasonable detail the basis for the Adverse Recommendation Changesuch action); , (ivy) the Company or Parent, as applicable, shall have negotiated, and shall have caused its Representatives to negotiate, such Party has negotiated in good faith with the other Party and its Representatives during such notice periodParty, to the extent such the other Party wishes to negotiate; and , during such notice period to enable the other Party to propose in writing revisions to the terms of this Agreement such that the failure to make an Adverse Recommendation Change would no longer be inconsistent with its trustees’ duties under applicable Law of the State of Maryland, and (vz) following the end of such notice period, the Parent Board (or an authorized committee thereof other than the Parent Special Committee) or the Parent Special Committee or the Company Board of Directors (or Parent Board of Directorsan authorized committee thereof other than the Company Special Committee) or the Company Special Committee, as applicable, shall have considered in good faith any proposed revisions to this Agreement proposed in writing by the other Party (or as to other proposals made by the other Party), and shall have determined in good faithdetermined, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, that the failure to make such an Adverse Recommendation Change would be reasonably likely to still be inconsistent with the directorsits trustees’ duties under applicable Law even of the State of Maryland if such revisions were to be given effect. (ge) Nothing Except to the extent provided in Section 7.3(c) or Section 7.3(d), nothing in this Section 5.3 7.3 shall prohibit the Parent Board (or an authorized committee thereof) or the Company Board of Directors from: (ior an authorized committee thereof) taking from complying with Rule 14d-9 and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, if failure to do so would violate applicable Law, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any other otherwise complying with its disclosure required obligations under applicable Law, in any such caseLaw with regard to a Competing Proposal; provided that, if such disclosure has the effect of withdrawing or adversely modifying the Parent Board Recommendation or the Company Board of Directors has determined in good faithRecommendation, after consultation with legal counselas applicable, that the failure to do so would create a material risk of a breach by the Company Board of Directors of its duties; provided, that any disclosures (other than those made pursuant to clause (ii) of this Section 5.3(g)) that are not an express rejection of any applicable Competing Proposal or an express reaffirmation of the Company Board Recommendation shall be considered in determining whether there has been an Adverse Recommendation Change. (h) The Company acknowledges and agrees that any violation of the restrictions set forth in this Section 5.3 by any Subsidiary of the Company or the Representatives of the Company or any Subsidiary of the Company acting at the direction of the Company or any Company Subsidiary such disclosure shall be deemed to be a breach an Adverse Recommendation Change. Notwithstanding anything in this Agreement to the contrary, the Company Board shall not be required to submit this Agreement to the holders of the Company Common Shares if the Company Board shall have effected an Adverse Recommendation Change permitted by this Section 5.3 7.3, and the Parent Board shall not be required to submit this Agreement to the holders of the Parent Common Shares if the Parent Board shall have effected an Adverse Recommendation Change permitted by the Companythis Section 7.3. (if) As used in this Agreement, a “Competing Proposal” shall mean means any proposal or offer from any Person (other than Parent and its Subsidiariesthe other Party) or “group”, ,” within the meaning of Section 13(d) of the Exchange Act, to a Party relating to, in a single transaction or series of related transactions, any direct or indirect (i) acquisition or purchase of assets of the Company and its Subsidiaries equal to twenty percent (20% %) or more of the Company’s consolidated assets (including equity interests in subsidiaries) of such Party (based on the fair market value thereof, as determined in good faith by the board of trustees of such Party (or to which an authorized committee thereof), as applicable, after consultation with such Party’s financial advisor and outside legal counsel), as applicable, or assets comprising twenty percent (20% %) or more of the Company’s revenues or earnings on a consolidated basis are attributableof such Party, (ii) acquisition of twenty percent (20% %) or more of the outstanding shares equity securities of Company Common Stocksuch Party or any class of equity securities of such Party, (iii) tender offer or exchange offer that that, if consummated consummated, would result in such any Person or “group” acquiring beneficial ownership of beneficially owning twenty percent (20% %) or more of the outstanding shares any class of Company Common Stockequity securities of such Party, (iv) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company such Party or any Parent Subsidiary or Company Subsidiary Subsidiary, as applicable, that if consummated would result in Persons other the holders of Company Parent Common Stock immediately prior to such transaction owning comprise twenty percent (20%) or more than 20% of the outstanding Company Common Stock assets, revenues or stock earnings on a consolidated basis of the ultimate parent entity immediately following such transaction Party, as applicable, or (v) any combination of the foregoing types of transactions transactions, if the sum of the percentage of consolidated assets, consolidated revenues or earnings and Company Common Stock any class of equity securities of such Party involved is twenty percent (20% %) or more. For the avoidance of doubt, in each caseno event shall any of the sales or dispositions of Company Properties set forth in Section 6.1(a)(vii) of the Company Disclosure Letter or Parent Properties set forth in Section 6.2(a)(vii) of the Parent Disclosure Letter constitute, other than individually or in the Transactionsaggregate, a Competing Proposal.

No Solicitation; Change in Recommendation. (a) Except as otherwise expressly provided in this Section 5.3, during the Interim Period, the The Company shall not, and shall cause each agrees that neither it nor any of its Subsidiaries nor any of the officers and use directors of it or its reasonable best efforts to Subsidiaries shall, and that it shall cause its and their respective its Subsidiaries’ Representatives not to, directly or indirectly, (i) initiate, solicit, initiate, knowingly encourage or facilitate any inquiry inquiries or the making of any proposal or offer that constituteswith respect to, or would reasonably be expected a transaction to lead toeffect, a Competing Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal, or furnish to any other Person information or afford to any other Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries, in each case, in connection with, or for the purpose of knowingly facilitating or assisting, a Competing Proposal, (iii) enter into any Contract (including any letter of intent or agreement in principle) with respect to a Competing Proposal (each, a “Company Acquisition Agreement”), (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute (provided, that notwithstanding anything contained herein to the contrary, the Company may waive any provision that prohibits a confidential proposal being made to the Company Board of Directors (directly or indirectly through the Company’s Representatives)), or (v) agree or publicly propose to do any of the foregoing. (b) Promptly following the execution of this Agreement, the Company shall, and shall cause each of its Subsidiaries and use reasonable best efforts to cause its and their respective Representatives to, immediately cease any solicitation, discussions or negotiations with any Persons with respect to a Competing Proposal, use reasonable best efforts to take such reasonable action as is necessary to enforce any confidentiality or standstill or provisions of similar effect to which the Company or a Company Subsidiary is a party or of which the Company or a Company Subsidiary is a beneficiary, and use reasonable best efforts to cause any such Person to promptly return and/or destroy all confidential information concerning the Company and the Company’s Subsidiaries to the extent permitted pursuant to a confidentiality agreement with any such Persons that was provided in connection with a Competing Proposal. (c) Notwithstanding anything to the contrary contained herein, if (i) at any time on or after the date hereof and prior to obtaining the Company Stockholder Approval, the Company or any of its Representatives receives a written Competing Proposal from any Person or group of Persons, which Competing Proposal was made on or after the date hereof and was not solicited in breach by the Company of this Section 5.3 and (ii) the Company Board of Directors determines in good faith, after consultation with outside legal counsel and an independent financial advisor of national reputation, that such Competing Proposal constitutes or is reasonably expected to lead to a Superior Proposal, then the Company and its Representatives may (A) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Competing Proposal, provided, that the Company shall promptly provide to Parent any material non-public information concerning the Company or any of its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent or its Representatives, and (B) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal. The Company shall promptly (and in any event, within twenty-four (24) hours) notify Parent and Merger Sub after it or any of its Subsidiaries or any of their respective Representatives has received a Competing Proposal or the initial request for non-public information concerning the Company or any Company Subsidiary. Such notice to Parent shall indicate the identity of the Person making such request and include the material terms and conditions of such Competing Proposal. (d) Following the date hereof, the Company shall keep Parent reasonably informed on a reasonably current basis of any material developments, discussions or negotiations regarding any Competing Proposal (whether made before or after the date hereof) and upon the request of Parent shall apprise Parent of the status of such Competing Proposal. The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to Parent in accordance with this Section 5.3. (e) Except as expressly permitted by this Section 5.3(e) with respect to the Company or Section 5.3(f) with respect to the Company and Parent, the Company Board of Directors, the Parent Board of Directors and any of their respective committees shall not (i) (A) fail to recommend to their respective stockholders that the Company Stockholder Approval or Parent Stockholder Approval, as applicable, be given or fail to include the Company Board Recommendation or Parent Board Recommendation, as applicable, in the Joint Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or, in a manner adverse to the other Party, modify, the Company Board Recommendation or Parent Board Recommendation, as applicable, (C) adopt, approve or recommend, or publicly propose to approve or recommend to the stockholders of the Company a Competing Proposal or (D) fail to recommend against any pending tender or exchange offer that constitutes a Competing Proposal within ten (10) business days after it is launched (it being understood and agreed that the Company stating that it is continuing to negotiate with the Person that made such Competing Proposal shall not in of itself constitute an Adverse Recommendation Change, provided that the such statement is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation and is reaffirming the Company Board Recommendation) (each of the actions described in this clause (i) being referred to as an “Adverse Recommendation Change”), (ii) authorize, cause or permit the Company or any of its Subsidiaries to enter into any Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) or (iii) take any action pursuant to Section 8.1(f). Notwithstanding anything to the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may make an Adverse Recommendation Change and terminate this Agreement pursuant to Section 8.1(f) and enter into a Company Acquisition Agreement with respect to a Competing Proposal, if and only if, the Company receives a Competing Proposal that was not solicited in breach by the Company of this Section 5.3 and that the Company Board of Directors determines in good faith, after consultation with outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation, constitutes a Superior Proposal; provided, that in order to make an Adverse Recommendation Change or terminate this Agreement to enter into a Company Acquisition Agreement with respect to a Superior Proposal: (i) the Company Board of Directors shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law; (ii) the Company shall have given Parent at least five (5) business days’ prior written notice of its intention to effect an Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(f), which notice shall specify in reasonable detail the basis for the Adverse Recommendation Change or termination and the identity of the party making such Superior Proposal and the material terms thereof and include copies of the current drafts of all material agreements between the Company and the party making such Superior Proposal that relate to such Superior Proposal (it being understood and agreed that such notice or the public disclosure by the Company of such notice shall not in and of itself constitute an Adverse Recommendation Change provided that such public disclosure is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation); (iii) the Company shall have negotiated, and shall have caused its Representatives to negotiate, in good faith with Parent during such notice period, to the extent Parent wishes to negotiate; and (iv) following the end of such notice period, the Company Board of Directors shall have considered in good faith any proposed revisions to this Agreement proposed by Parent (or as to other proposals made by Parent), and shall have determined, after consultation with its outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation that such Superior Proposal would continue to constitute a Superior Proposal even if such revisions were to be given effect; provided, that in the event of any material change to the material terms of such Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (ii) above and the notice period shall have recommenced (in which case such notice period shall be for three (3) business days instead of five (5) business days); and provided, further, that any purported termination of this Agreement pursuant to this Section 5.3(e) shall be void and of no force and effect, unless the Company termination is in accordance with Section 8.1(f) and the Company pays Parent the Company Termination Payment in accordance with Section 8.2(b) prior to or concurrently with such termination. (f) Notwithstanding anything to the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may, and prior to the time of the Parent Stockholder Approval is obtained, but not after, the Parent Board of Directors may, make an Adverse Recommendation Change if: (i) a material favorable development or change in circumstances occurs for such Party after the date of this Agreement that (A) is not related to any Competing Proposal or Parent Acquisition Transaction, as applicable, (B) relates to the business, properties, assets, or prospects of the Party proposing to make an Adverse Recommendation Change pursuant to this Section 5.3(f), and (C) was neither known by nor reasonably foreseeable to the Company Board or Parent Board, as applicable, as of the date of this Agreement (an “Intervening Event”); (ii) the Company Board of Directors or Parent Board of Directors, as applicable, shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law; (iii) the Company or Parent, as applicable, shall have given the other Party at least five (5) business days’ prior written notice of its intention to effect an Adverse Recommendation Change pursuant to Section 5.3(f)(i) (which notice shall specify in reasonable detail the basis for the Adverse Recommendation Change); (iv) the Company or Parent, as applicable, shall have negotiated, and shall have caused its Representatives to negotiate, in good faith with the other Party and its Representatives during such notice period, to the extent such other Party wishes to negotiate; and (v) following the end of such notice period, the Company Board of Directors or Parent Board of Directors, as applicable, shall have considered in good faith any proposed revisions to this Agreement proposed by the other Party (or as to other proposals made by the other Party), and shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to make such Adverse Recommendation Change would be reasonably likely to be inconsistent with the directors’ duties under applicable Law even if such revisions were to be given effect. (g) Nothing in this Section 5.3 shall prohibit the Company Board of Directors from: (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, if failure to do so would violate applicable Law, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any other disclosure required under applicable Law, in any such case, if the Company Board of Directors has determined in good faith, after consultation with legal counsel, that the failure to do so would create a material risk of a breach by the Company Board of Directors of its duties; provided, that any disclosures (other than those made pursuant to clause (ii) of this Section 5.3(g)) that are not an express rejection of any applicable Competing Proposal or an express reaffirmation of the Company Board Recommendation shall be considered in determining whether there has been an Adverse Recommendation Change. (h) The Company acknowledges and agrees that any violation of the restrictions set forth in this Section 5.3 by any Subsidiary of the Company or the Representatives of the Company or any Subsidiary of the Company acting at the direction of the Company or any Company Subsidiary shall be deemed to be a breach of this Section 5.3 by the Company. (i) As used in this Agreement, “Competing Proposal” shall mean any proposal or offer from any Person (other than Parent and its Subsidiaries) or “group”, within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (i) acquisition of assets of the Company and its Subsidiaries equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (ii) acquisition of 20% or more of the outstanding shares of Company Common Stock, (iii) tender offer or exchange offer that if consummated would result in such Person or “group” acquiring beneficial ownership of 20% or more of the outstanding shares of Company Common Stock, (iv) merger, consolidationreorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Significant Subsidiaries or any purchase or sale of 20% or more of the consolidated assets (including shares or other ownership interests of its Subsidiaries) of the Company Subsidiary that and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the Company’s voting securities that, if consummated consummated, would result in Persons any Person (or the shareholders or other the equity interest holders of such Person) beneficially owning securities representing 20% or more of the Company’s total voting power (or of the surviving parent entity in such transaction) or the voting power of any of its Significant Subsidiaries, but excluding in each case any Company Parent Common Stock immediately Vessel Sale (any such proposal, offer or transaction (other than a proposal or offer made by a Party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”), (ii) participate in any discussions with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or execute or enter into any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or (iv) propose or agree to do any of the foregoing. (i) Notwithstanding anything in this Agreement to the contrary, the Company (including the Company Special Committee) shall be permitted, prior to the Company Shareholder Meeting to be held pursuant to Section 6.5, and subject to compliance with the other terms of this Section 6.6 and to first entering into a confidentiality agreement having provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement, to engage in discussions and negotiations with, or provide any nonpublic information or data to, any Person in response to an unsolicited bona fide written Acquisition Proposal by such transaction owning more Person first made after the date of this Agreement (that did not result from a breach of this Section 6.6) and which the Company Board concludes in good faith (acting through the Company Special Committee, if then in existence, after consultation with its outside legal counsel and financial advisors) constitutes or is reasonably likely to result in a Superior Proposal, if and only to the extent that the Company Board concludes in good faith (acting through the Company Special Committee, if then in existence, and after consultation with its outside legal counsel) that failure to do so would be inconsistent with its duties under applicable Law. The Company shall provide Parent with a copy of any written nonpublic information or data provided to a third party pursuant to the prior sentence prior to or simultaneously with furnishing such information to such third party. (ii) The Company shall notify Parent promptly (but in no event later than 20% 36 hours) after receipt of any Acquisition Proposal, or any request for nonpublic information relating to the Company or any of its Subsidiaries by any Person that informs the Company or any of its Subsidiaries that it is considering making, or has made, an Acquisition Proposal, or any inquiry from any Person seeking to have discussions or negotiations with the Company relating to a possible Acquisition Proposal. Such notice shall be made orally and confirmed in writing, and shall indicate the identity of the outstanding Person making the Acquisition Proposal, inquiry or request and the material terms and conditions of any inquiries, proposals or offers (including a copy thereof if in writing and any related documentation or correspondence). The Company Common Stock shall also promptly, and in any event within 36 hours, notify Parent, orally and in writing, if it enters into discussions or stock negotiations concerning any Acquisition Proposal or provides nonpublic information or data to any Person in accordance with this Section 6.6(b) and keep Parent informed of the ultimate parent entity immediately status and material terms of any such proposals, offers, discussions or negotiations on a current basis, including by providing a copy of all written material documentation or correspondence relating thereto. (iii) Except as provided in Section 6.6(b)(iv) or Section 6.6(b)(v), neither the Company Board, the Parent Board, nor any committee thereof shall withhold, withdraw or modify in any manner adverse to the other Parties, or propose publicly to withhold, withdraw or modify in any manner adverse to the other Parties, the approval, recommendation or declaration of advisability by the Company Board or the Parent Board, as applicable, or any such committee thereof with respect to this Agreement or the transactions contemplated hereby, including the Charter Amendment (a “Change in Company Recommendation” or a “Change in Parent Recommendation,” respectively). (iv) Notwithstanding anything in this Agreement to the contrary, with respect to an Acquisition Proposal, the Company Board (acting through the Company Special Committee, if then in existence) may make a Change in Company Recommendation if and only if (A) an unsolicited bona fide written Acquisition Proposal (that did not result from a breach of this Section 6.6) is made to the Company by a third party, and such Acquisition Proposal is not withdrawn, (B) the Company Board has concluded in good faith (acting through the Company Special Committee, if then in existence, and after consultation with its outside legal counsel and financial advisors) that such Acquisition Proposal constitutes a Superior Proposal, (C) the Company Board has concluded in good faith (acting through the Company Special Committee, if then in existence, and after consultation with its outside legal counsel) that failure to do so would be inconsistent with its duties under applicable Law, (D) three Business Days shall have elapsed since the Company has given written notice to Parent advising Parent that the Company Board intends to take such action, which notice shall specify in reasonable detail the reasons therefor, including the material terms and conditions of any such Superior Proposal that is the basis of the proposed action, and shall include a copy of such Superior Proposal, a copy of the relevant proposed transaction agreements, if any, and a copy of any written financing commitments relating thereto and a written summary of the material terms of any Superior Proposal not made in writing, including with respect to any financing commitments relating thereto (a “Notice of Recommendation Change”) (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change and a new three-Business Day period), (E) during such three-Business Day period, the Company has considered and, at the reasonable request of Parent, engaged in good faith discussions with Parent regarding, any adjustment or modification of the terms of this Agreement proposed by Parent and (F) the Company Board, following such transaction three-Business Day period, again determines in good faith (acting through the Company Special Committee, if then in existence, and after consultation with its outside legal counsel and financial advisors, and taking into account any adjustment or modification of the terms of this Agreement proposed by Parent) that such Acquisition Proposal constitutes a Superior Proposal. (v) any combination Notwithstanding anything in this Agreement to the contrary, the Parent Board or (in circumstances not involving or relating to an Acquisition Proposal) the Company Board (acting through the Company Special Committee, if then in existence), may make a Change in Parent Recommendation or a Change in Company Recommendation, as applicable, if and only if (A) a material fact, event, change, development or set of circumstances has occurred or arisen after the date of this Agreement (and, in connection with a Change in Company Recommendation, such fact, event, change, development or set of circumstances does not relate to an Acquisition Proposal received by the Company), (B) the Board of Directors of the foregoing types of transactions Party proposing to take such action have first determined in good faith (acting through the Company Special Committee, if then in existence, in the sum case of the percentage Company, and in each case after consultation with its outside legal counsel) that failure to do so would be inconsistent with its duties under applicable Law, (C) three Business Days shall have elapsed since the Party proposing to take such action has given written notice to the other Parties advising that the notifying Party intends to take such action, which notice shall specify in reasonable detail the reasons therefor, (D) during such three-Business Day period, the notifying Party has considered and, at the reasonable request of consolidated assetsthe other Parties, consolidated revenues engaged in good faith discussions with such Parties regarding, any adjustment or earnings modification of the terms of this Agreement proposed by the other Parties and (E) the Board of Directors of the Party proposing to take such action, following such three-Business Day period, again determines in good faith (acting through the Company Common Stock involved Special Committee, if then in existence, in the case of the Company, and in each case after consultation with its outside legal counsel, and taking into account any adjustment or modification of the terms of this Agreement proposed by the other Parties) that failure to do so would be inconsistent with its respective duties under applicable Law. (vi) Nothing contained in this Section 6.6 shall prohibit any Party or its Subsidiaries from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder; provided, however, that compliance with such rules shall not in any way limit or modify the effect that any action taken pursuant to such rules has under any other provision of this Agreement, including Section 8.1(c) or Section 8.1(d), as applicable; and provided, further, that any such disclosure that addresses or relates to the approval, recommendation or declaration of advisability by the Company Board or the Parent Board, as applicable, with respect to this Agreement or an Acquisition Proposal received by the Company shall be deemed to be a Change in Company Recommendation or Change in Parent Recommendation, as applicable, unless the Company Board or the Parent Board in connection with such communication publicly states that its respective recommendation with respect to this Agreement and the transactions contemplated hereby has not changed or refers to the prior recommendation of the Company Board or the Parent Board, as applicable, without disclosing any Change in Company Recommendation or Change in Parent Recommendation, as applicable. (c) The Company agrees that it will and will cause its Subsidiaries, and its and their respective Representatives to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will use its reasonable best efforts to promptly inform its and its Subsidiaries’ respective Representatives of the obligations undertaken in this Section 6.6. (d) Subject to Section 8.1(e), nothing in this Section 6.6 shall be interpreted as (i) creating a right of the Company or Parent to terminate this Agreement or (ii) affecting any other obligation of the Company or Parent under this Agreement. The Company shall not submit to the vote of the Company Shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (e) For purposes of this Agreement, “Superior Proposal” means an unsolicited, bona fide written Acquisition Proposal that the Company Board concludes in good faith, acting through the Company Special Committee and after consultation with its financial advisors and outside legal counsel and after taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal (including any break-up fees, expense reimbursement provisions and any conditions to and expected timing of consummation), (i) is more favorable from a financial point of view to the Company Unaffiliated Shareholders than the transactions contemplated by this Agreement (taking into account any revised proposal by the Parent Board on behalf of Parent) and (ii) is reasonably capable of being consummated without undue delay; provided, that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 6.6(a), except that the reference to “20% or more, ” in each case, other than the Transactionsdefinition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving the Company.

No Solicitation; Change in Recommendation. (a) Except as otherwise expressly provided in permitted by this Section 5.37.3, during the Interim Period, the Company shall notRMRM and TRMT shall, and shall cause each of its the RMRM Subsidiaries and use its reasonable best efforts to cause its the 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 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 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 Person or its Representatives, and (ii) not to, directly or indirectly, (iA) solicit, initiate, initiate or knowingly facilitate or knowingly encourage or facilitate any inquiry or the making of any proposal or offer that which constitutes, or would may reasonably be expected to lead to, a any Competing Proposal, (iiB) engage in, continue or otherwise participate in any discussions or negotiations regarding any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposalregarding, or furnish to any other Person information or afford to any other Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries, in each case, in connection with, with or for the purpose of knowingly facilitating encouraging or assistingfacilitating, a Competing Proposal, or (iiiC) enter into any Contract (including any letter of intent or intent, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle) principle or other agreement with respect to a Competing Proposal (other than an Acceptable Confidentiality Agreement) (each, a an “Company Acquisition Agreement”). Notwithstanding the foregoing in this Section 7.3(a), upon the unsolicited request of a third party, the Party receiving such request (ivthe “Request Recipient”) may grant any a waiver of a standstill, confidentiality, or similar obligation for the purpose of allowing a third party to make a confidential unsolicited Competing Proposal to the Request Recipient’s board of trustees (or an authorized committee thereof) if contemporaneously with granting such waiver, amendment the Request Recipient notifies the other Party of such waiver, such notice to be made orally and confirmed in writing, and of the identity of the Person(s) receiving such waiver. It is agreed that any violation of the restrictions set forth in this Section 7.3(a) by any Representative of RMRM or release under any standstill TRMT or confidentiality agreement or any Takeover Statute (provided, that notwithstanding anything contained herein to the contrary, the Company may waive any provision that prohibits a confidential proposal being made to the Company Board of Directors (directly or indirectly through the Company’s Representatives)), or (v) agree or publicly propose to do any of the foregoingRMRM Subsidiaries or the TRMT Subsidiaries shall be deemed to be a breach of this Section 7.3(a) by RMRM or TRMT, as applicable. (b) Promptly following the execution of this Agreement, the Company shall, and shall cause each of its Subsidiaries and use reasonable best efforts to cause its and their respective Representatives to, immediately cease any solicitation, discussions or negotiations with any Persons with respect to a Competing Proposal, use reasonable best efforts to take such reasonable action as is necessary to enforce any confidentiality or standstill or provisions of similar effect to which the Company or a Company Subsidiary is a party or of which the Company or a Company Subsidiary is a beneficiary, and use reasonable best efforts to cause any such Person to promptly return and/or destroy all confidential information concerning the Company and the Company’s Subsidiaries to the extent permitted pursuant to a confidentiality agreement with any such Persons that was provided in connection with a Competing Proposal. (c) Notwithstanding anything to the contrary contained hereinin this Section 7.3(b), if a Party or any RMRM Subsidiary or TRMT Subsidiary, as applicable, receives a written Competing Proposal (isuch Party, the “Proposal Recipient”) from any Person or group of Persons at any time on or after the date hereof of this Agreement and prior to obtaining the Company Stockholder RMRM Shareholder Approval or the TRMT Shareholder Approval, as applicable, that the Company Proposal Recipient’s board of trustees (or any of its Representatives receives a written Competing Proposal from any Person or group of Persons, which Competing Proposal was made on or after the date hereof and was not solicited in breach by the Company of this Section 5.3 and (iian authorized committee thereof) the Company Board of Directors determines in good faith, after consultation with the Proposal Recipient’s outside financial advisors and outside legal counsel and an independent financial advisor of national reputationcounsel, that such Competing Proposal constitutes or is reasonably expected likely to lead to result in a Superior Proposal, then which Competing Proposal was received in circumstances not otherwise involving a material breach by the Company and Proposal Recipient of this Section 7.3, the Proposal Recipient may, or may cause its Representatives may to, in response to such Competing Proposal, and subject to compliance with Section 7.3(c), (Ai) contact such Person or group of Persons to clarify the terms and conditions thereof, (ii) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company Proposal Recipient and its the RMRM Subsidiaries or the TRMT Subsidiaries, as applicable, to the Person or group of Persons who has made such Competing Proposal, provided, provided that the Company shall promptly Proposal Recipient shall, prior to or concurrently with the time such information is provided to such Person or group of Persons, provide to Parent the other Party any material non-public information concerning the Company Proposal Recipient or any of its the RMRM Subsidiaries or the TRMT Subsidiaries, as applicable, that is provided to any such Person given such access or group of Persons which was not previously provided to Parent the other Party or its Representatives, and (Biii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal regarding such Competing Proposal. It is agreed that any violation of the restrictions set forth in this Section 7.3(b) by any Representative of the Proposal Recipient, or any RMRM Subsidiary or TRMT Subsidiary, as applicable, shall be deemed to be a breach of this Section 7.3(b) by the Proposal Recipient. (c) The Company Proposal Recipient shall promptly (i) promptly, and in any event, within twenty-four event no later than forty eight (2448) hours) notify Parent and Merger Sub hours after it or receipt of any of its Subsidiaries or any of their respective Representatives has received a Competing Proposal or the initial request for non-public information concerning in connection therewith, as applicable, advise the Company or other Party in writing of the receipt of such Competing Proposal and any Company Subsidiary. Such notice to Parent shall indicate request for confidential information in connection with such Competing Proposal, the material terms of such Competing Proposal and the identity of the Person or group of Persons making such Competing Proposal or request for confidential information, and include (ii) keep the other Party reasonably advised of all material developments affecting the terms (including all changes to the material terms terms) and conditions status of such Competing Proposal, including the status of discussions or negotiations regarding such Competing Proposal. (d) Following the date hereof, the Company shall keep Parent reasonably informed on a reasonably current basis of any material developments, discussions or negotiations regarding any Competing Proposal (whether made before or after the date hereof) and upon the request of Parent shall apprise Parent of the status of such Competing Proposal. The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to Parent in accordance with this Section 5.3. (e) Except as expressly permitted by this Section 5.3(e7.3(d), neither the RMRM Board (or an authorized committee thereof) with respect to nor the Company TRMT Board (or Section 5.3(fan authorized committee thereof) with respect to the Company and Parent, the Company Board of Directors, the Parent Board of Directors and any of their respective committees shall not (i) (A) in the case of the RMRM Board (or an authorized committee thereof), fail to recommend to their respective stockholders the holders of the RMRM Common Shares that the Company Stockholder RMRM Shareholder Approval or Parent Stockholder Approval, as applicable, be given or fail to include the Company RMRM Board Recommendation in the Joint Proxy Statement, and, in the case of the TRMT Board (or Parent an authorized committee thereof), fail to recommend to the holders of the TRMT Common Shares that the TRMT Shareholder Approval be given or fail to include the TRMT Board Recommendation, as applicable, Recommendation in the Joint Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw oror modify the RMRM Board Recommendation (or the RMRM Special Committee’s recommendation to the RMRM Board with respect to the Merger or the other Transactions) or the TRMT Board Recommendation (or the TRMT Special Committee’s recommendation to the TRMT Board with respect to the Merger or the other Transactions), as applicable, in each case in a manner adverse to the other Party, modify, the Company Board Recommendation or Parent Board Recommendation, as applicable, (C) adopt, approve or recommend, or publicly propose to adopt, approve or recommend to the stockholders of the Company recommend, a Competing Proposal or (D) fail to recommend against any pending tender or exchange offer that constitutes a Competing Proposal within ten (10) business days after it is launched (it being understood and agreed that the Company stating that it is continuing to negotiate with the Person that made such Competing Proposal shall not in of itself constitute an Adverse Recommendation Change, provided that the such statement is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation and is reaffirming the Company Board Recommendation) (each of the actions described in this clause (i) being referred to as an “Adverse Recommendation Change”), or (ii) authorize, cause or permit the Company RMRM or TRMT, as applicable, or any of its the RMRM Subsidiaries or the TRMT Subsidiaries, as applicable, to enter into any Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) or (iii) take any action pursuant to Section 8.1(f). Notwithstanding anything to the contrary herein, prior to the time the Company Stockholder Approval RMRM Shareholder Approval, in the case of RMRM, or the TRMT Shareholder Approval, in the case of TRMT, is obtained, but not afterand subject to material compliance with this Section 7.3(d) and Sections 7.3(a)-(c), the Company RMRM Board of Directors (or an authorized committee thereof) or the TRMT Board (or an authorized committee thereof), as applicable, may make an Adverse Recommendation Change and and/or terminate this Agreement pursuant to Section 8.1(f9.1(c)(iii), in the case of RMRM, if (A) (1) a written Competing Proposal is received by it and enter into such Competing Proposal is not withdrawn, and (2) prior to taking such action, the Proposal Recipient’s board of trustees (or an authorized committee thereof), has determined in good faith after consultation with the Proposal Recipient’s outside legal counsel and outside financial advisors, that such Competing Proposal constitutes a Company Acquisition Agreement Superior Proposal, or (B) an Intervening Event occurs with respect to a Competing ProposalRMRM or TRMT and the RMRM Board (or an authorized committee thereof) or the TRMT Board (or an authorized committee thereof), if and only ifas applicable, the Company receives a Competing Proposal that was not solicited in breach by the Company of this Section 5.3 and that the Company Board of Directors determines in good faith, after consultation with outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation, constitutes a Superior Proposal; provided, that in order to make an Adverse Recommendation Change or terminate this Agreement to enter into a Company Acquisition Agreement with respect to a Superior Proposal: (i) the Company Board of Directors shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that failure to take such action effect an Adverse Recommendation Change would be reasonably likely to be inconsistent with the directorstheir trustees’ duties under applicable Law;Law of the State of Maryland; provided, however, that the RMRM Board (or an authorized committee thereof) or the TRMT Board (or an authorized committee thereof), as applicable, may not take any action contemplated by clause (A) or (B) of this sentence unless: (ii1) if such action is taken in connection with any such Competing Proposal, (a) the Company shall have Proposal Recipient has given Parent the other Party at least five three (53) business daysBusiness Days’ prior written notice of its intention to effect an Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(f), take such action (which notice shall specify include the information with respect to such Competing Proposal that is specified in reasonable detail the basis for the Adverse Recommendation Change or termination Section 7.3(c) as well as a copy of any proposal and the identity any then existing drafts of the party making definitive agreement and other material documentation providing for such Superior Proposal and the material terms thereof and include copies of the current drafts of all material agreements between the Company and the party making such Superior Proposal that relate to such Superior Proposal Competing Proposal), (it being understood and agreed that such notice or the public disclosure by the Company of such notice shall not in and of itself constitute an Adverse Recommendation Change provided that such public disclosure is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation); (iiib) the Company shall have negotiated, and shall have caused its Representatives to negotiate, Proposal Recipient has negotiated in good faith with Parent during such notice periodthe other Party, to the extent Parent the other Party wishes to negotiate; and , during such notice period to enable the other Party to propose in writing revisions to the terms of this Agreement such that it would cause such Superior Proposal to no longer constitute (ivin the good faith determination of the board of trustees of the Proposal Recipient (or an authorized committee thereof) after consultation with its outside legal counsel and outside financial advisors) a Superior Proposal, (c) following the end of such notice period, the Company Board Proposal Recipient’s board of Directors trustees (or an authorized committee thereof) shall have considered in good faith any proposed revisions to this Agreement proposed in writing by Parent (or as to the other proposals made by Parent), Party and shall have determineddetermined that, after consultation with its the Proposal Recipient’s outside financial advisors and outside legal counsel and after obtaining and taking into account counsel, the advice of the Company’s independent financial advisor of national reputation that such Superior Proposal would continue to constitute a Superior Proposal even if such revisions were to be given effect; provided, that and (d) in the event of any material change to the material terms of such Superior Proposal, the Company Proposal Recipient shall, in each case, have delivered to Parent the other Party an additional notice consistent with that described in clause subclause (iia) above and the notice period shall have recommenced (in which case such recommenced, except that the notice period shall be for three at least one (31) business days instead of five (5) business days)Business Day; and provided, further, that any purported termination of this Agreement pursuant to this Section 5.3(e) shall be void and of no force and effect, unless the Company termination is in accordance with Section 8.1(f) and the Company pays Parent the Company Termination Payment in accordance with Section 8.2(b) prior to or concurrently with such termination.and (f2) Notwithstanding anything to the contrary hereinif such action is taken in connection with any such Intervening Event, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may, and prior to the time of the Parent Stockholder Approval is obtained, but not after, the Parent Board of Directors may, make an Adverse Recommendation Change if: (ix) a material favorable development RMRM or change in circumstances occurs for such Party after the date of this Agreement that (A) is not related to any Competing Proposal or Parent Acquisition TransactionTRMT, as applicable, (B) relates to the business, properties, assets, or prospects of the Party proposing to make an Adverse Recommendation Change pursuant to this Section 5.3(f), and (C) was neither known by nor reasonably foreseeable to the Company Board or Parent Board, as applicable, as of the date of this Agreement (an “Intervening Event”); (ii) the Company Board of Directors or Parent Board of Directors, as applicable, shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law; (iii) the Company or Parent, as applicable, shall have has given the other Party at least five three (53) business daysBusiness Days’ prior written notice of its intention to effect an Adverse Recommendation Change pursuant to Section 5.3(f)(i) take such action (which notice shall specify include in reasonable detail the basis for the Adverse Recommendation Changesuch action); , (ivy) the Company or Parent, as applicable, shall have negotiated, and shall have caused its Representatives to negotiate, such Party has negotiated in good faith with the other Party and its Representatives during such notice periodParty, to the extent such the other Party wishes to negotiate; and , during such notice period to enable the other Party to propose in writing revisions to the terms of this Agreement such that the failure to make an Adverse Recommendation Change would no longer be inconsistent with their trustees’ duties under applicable Law of the State of Maryland, and (vz) following the end of such notice period, the Company RMRM Board of Directors (or Parent an authorized committee thereof) or the TRMT Board of Directors(or an authorized committee thereof), as applicable, shall have considered in good faith any proposed revisions to this Agreement proposed in writing by the other Party (or as to other proposals made by the other Party), and shall have determined in good faiththat, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, the failure to make such an Adverse Recommendation Change would be reasonably likely to still be inconsistent with the directorstheir trustees’ duties under applicable Law even of the State of Maryland if such revisions were to be given effect. (ge) Nothing Except to the extent provided in Section 7.3(c) or Section 7.3(d), nothing in this Section 5.3 7.3 shall prohibit the Company RMRM Board of Directors from: (ior an authorized committee thereof) taking or the TRMT Board (or an authorized committee thereof) from complying with Rule 14d-9 and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, if failure to do so would violate applicable Law, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any other otherwise complying with its disclosure required obligations under applicable Law, in any such caseLaw with regard to a Competing Proposal; provided that, if such disclosure has the Company Board effect of Directors has determined in good faith, after consultation with legal counsel, that withdrawing or adversely modifying the failure to do so would create a material risk of a breach by the Company Board of Directors of its duties; provided, that any disclosures (other than those made pursuant to clause (ii) of this Section 5.3(g)) that are not an express rejection of any applicable Competing Proposal or an express reaffirmation of the Company RMRM Board Recommendation shall be considered in determining whether there has been an Adverse Recommendation Change. (h) The Company acknowledges and agrees that any violation of the restrictions set forth in this Section 5.3 by any Subsidiary of the Company or the Representatives of the Company or any Subsidiary of the Company acting at the direction of the Company or any Company Subsidiary TRMT Board Recommendation, as applicable, such disclosure shall be deemed to be a breach an Adverse Recommendation Change. Notwithstanding anything in this Agreement to the contrary, the RMRM Board shall not be required to submit this Agreement to the holders of the RMRM Common Shares if the RMRM Board shall have effected an Adverse Recommendation Change permitted by this Section 5.3 by 7.3, and the CompanyRMRM Board may submit to the holders of RMRM Common Shares, any Competing Proposal. (if) As used in this Agreement, a “Competing Proposal” shall mean means any proposal or offer from any Person (other than Parent and its Subsidiariesany Party) or “group”, within the meaning of Section 13(d) of the Exchange Act, to a Party relating to, in a single transaction or series of related transactions, any direct or indirect (i) acquisition or purchase of assets of the Company and its Subsidiaries equal to twenty percent (20% %) or more of the Company’s consolidated assets (including equity interests in subsidiaries) of such Party (based on the fair market value thereof, as determined in good faith by the board of trustees of such Party (or to which an authorized committee thereof) as applicable, after consultation with such Party’s outside financial advisors and independent accountants), as applicable, or assets comprising twenty percent (20% %) or more of the Company’s revenues or earnings on a consolidated basis are attributableof such Party, (ii) acquisition of twenty percent (20% %) or more of the outstanding shares equity securities of Company Common Stocksuch Party or any class of equity securities of such Party, (iii) tender offer or exchange offer that that, if consummated consummated, would result in such any Person or “group” acquiring beneficial ownership of beneficially owning twenty percent (20% %) or more of the outstanding shares any class of Company Common Stockequity securities of such Party, (iv) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company such Party or any Company RMRM Subsidiary or TRMT Subsidiary, as applicable, that if consummated would result in Persons other the holders of Company Parent Common Stock immediately prior to such transaction owning comprise twenty percent (20%) or more than 20% of the outstanding Company Common Stock assets, revenues or stock earnings on a consolidated basis of the ultimate parent entity immediately following such transaction Party, as applicable, or (v) any combination of the foregoing types of transactions transactions, if the sum of the percentage of consolidated assets, consolidated revenues or earnings and Company Common Stock any class of equity securities of such Party involved is twenty percent (20% %) or more, in each case, other than the Transactions.

No Solicitation; Change in Recommendation. (a) Except as otherwise expressly provided in this Section 5.3, during from the Interim Perioddate hereof until the Company Merger Effective Time or, if earlier, the termination of this Agreement in accordance with Article VIII, the Company shall not, and shall cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (iA) solicit, initiate, initiate or knowingly encourage facilitate or facilitate assist any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal, (iiB) engage in, continue or otherwise participate in any discussions or negotiations regarding any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal, or furnish to any other Person information or afford to any other Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries, in each case, in connection with, or for the purpose of knowingly facilitating or assisting, a Competing Proposal, (iiiC) enter into any Contract (including any letter of intent or agreement in principle) with respect to a Competing Proposal (each, a “Company Acquisition Agreement”), ) or (ivD) grant any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute (provided, that notwithstanding anything contained herein to the contrary, the Company may waive any provision that prohibits a confidential proposal being made to the Company Board of Directors (directly or indirectly through the Company’s Representatives)), or (v) agree or publicly propose to do any of the foregoing. (b) Promptly following the execution of this Agreement, the Company shall, and shall cause each of its Subsidiaries and use reasonable best efforts to cause its and their respective Representatives to, immediately cease any solicitation, discussions or negotiations with any Persons with respect to a Competing Proposal, use reasonable best efforts to take such reasonable action as is necessary to enforce any confidentiality or standstill or provisions of similar effect to which the Company or a Company Subsidiary is a party or of which the Company or a Company Subsidiary is a beneficiary, Proposal and use reasonable best efforts to cause request that any such Person to promptly return and/or destroy all confidential information concerning the Company and the Company’s Subsidiaries to the extent permitted pursuant to a confidentiality agreement with any such Persons that was provided in connection with a Competing ProposalPersons. (c) Notwithstanding anything to the contrary contained herein, if (i) at any time on or after the date hereof and prior to obtaining the Company Stockholder Approval, the Company or any of its Representatives receives a written Competing Proposal from any Person or group of Persons, which Competing Proposal was made on or after the date hereof and was not solicited in the result of a breach by the Company of this Section 5.3 in any material respect, (A) the Company and its Representatives may contact such Person or group of Persons solely to clarify the terms and conditions thereof and (iiB) if the Company Board of Directors Directors, or the Special Committee, determines in good faith, after consultation with independent financial advisors and outside legal counsel and an independent financial advisor of national reputationcounsel, that such Competing Proposal constitutes or is reasonably expected to lead to a Superior Proposal, then the Company and its Representatives may (Ax) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Competing Proposal, ; provided, that the Company shall promptly provide to Parent any material non-public information concerning the Company or any of its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent or its Representatives, ; and (By) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal. The Company shall promptly (and in any event, within twenty-four (24) hours) notify Parent Parent, Merger Sub and Partnership Merger Sub after it or any of its Subsidiaries or any of their respective Representatives has received a Competing Proposal or the initial request for non-public information concerning the Company or any Company Subsidiary. Such notice to Parent shall indicate the identity of the Person making such request and include the material terms and conditions of such Competing Proposal. (d) Following the date hereof, the Company shall keep Parent reasonably informed on a reasonably current basis of any material developments, discussions or negotiations regarding any Competing Proposal (whether made before or after the date hereof) and upon the request of Parent shall apprise Parent of the status of such Competing Proposal. The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to Parent in accordance with this Section 5.3. (e) Except as expressly permitted by this Section 5.3(e) with respect to the Company or Section 5.3(f) with respect to the Company and Parent), the Company Board of Directors, the Parent Board of Directors and any of their respective committees shall not (i) (A) fail to recommend to their respective its stockholders that the Company Stockholder Approval or Parent Stockholder Approval, as applicable, be given or fail to include the Company Board Recommendation or Parent Board Recommendation, as applicable, in the Joint Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or, in a manner adverse to the other PartyParent, modify, the Company Board Recommendation or Parent Board Recommendation, as applicable, (C) take any formal action or make any recommendation or public statement or other disclosure in connection with a tender offer or exchange offer other than as provided in Section 5.3(f), (D) adopt, approve or recommend, or publicly propose to approve or recommend to the stockholders of the Company a Competing Proposal Proposal, or (DE) fail to recommend against any pending tender make or exchange offer that constitutes a Competing Proposal within ten (10) business days after it is launched (it being understood and agreed that the Company stating that it is continuing to negotiate with the Person that made such Competing Proposal shall not in of itself constitute an Adverse Recommendation Change, provided that the such statement is accompanied by an express statement that the Company Board of Directors has not as of such time changed reaffirm the Company Board Recommendation and is reaffirming within five (5) business days following Parent’s written request to do so following the Company Board Recommendation) Company’s or its Representatives’ receipt of a Competing Proposal or any material change thereto (each of the actions described in this clause (i) being referred to as an a “Company Adverse Recommendation Change”), (ii) authorize, cause or permit the Company or any of its Subsidiaries to enter into any Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) or (iii) take any action pursuant to Section 8.1(f8.1(e). Notwithstanding anything to the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may make an a Company Adverse Recommendation Change and terminate this Agreement pursuant to Section 8.1(f8.1(e) and enter into a Company Acquisition Agreement with respect to a Competing Proposal, if and only if, the Company receives a Competing Proposal that was not solicited in the result of a breach by the Company of this Section 5.3 in any material respect and that the Company Board of Directors or Special Committee determines in good faith, after consultation with independent financial advisors and outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputationcounsel, constitutes a Superior Proposal; provided, that in order to make an a Company Adverse Recommendation Change or terminate this Agreement to enter into a Company Acquisition Agreement with respect to a Superior Proposal: (iI) the Company Board of Directors shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law; (iiA) the Company shall have given Parent at least five four (54) business days’ prior written notice of its intention to effect an a Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(f8.1(e), which notice shall specify in reasonable detail the basis for the Company Adverse Recommendation Change or termination and the identity of the party making such Superior Proposal and the material terms thereof and include copies of the current drafts of all material agreements between the Company and the party making such Superior Proposal that relate and relating to such Superior Proposal (it being understood and agreed that such notice or to the public disclosure by extent in the Company of such notice shall not in and of itself constitute an Adverse Recommendation Change provided that such public disclosure is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board RecommendationCompany’s possession); (iiiIII) the Company shall have negotiated, and shall have caused its Representatives to negotiate, in good faith with Parent during such notice period, to the extent Parent wishes to negotiate; and (ivIV) following the end of such notice period, the Company Board of Directors shall have considered in good faith any proposed revisions to this Agreement proposed by Parent (or as to other proposals made by Parent)) in writing, and shall have determined, after consultation with its independent financial advisors and outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation that such Superior Proposal would continue to constitute a Superior Proposal even if such revisions were to be given effect; provided, that in the event of any material change to the material terms of such Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause subclause (iiII) above and the notice period shall have recommenced (in which case such recommenced, except that the notice period shall be for three at least two (3) business days instead of five (52) business days); and provided, further, that any purported termination of this Agreement pursuant to this Section 5.3(e) shall be void and of no force and effect, unless the Company termination is in accordance with Section 8.1(f8.1(e) and the Company pays Parent the Company Termination Payment in accordance with Section 8.2(b) prior to or concurrently with such termination. (f) Notwithstanding anything to the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may, and prior to the time of the Parent Stockholder Approval is obtained, but not after, the Parent Board of Directors may, make an Adverse Recommendation Change if: (i) a material favorable development or change in circumstances occurs for such Party after the date of this Agreement that (A) is not related to any Competing Proposal or Parent Acquisition Transaction, as applicable, (B) relates to the business, properties, assets, or prospects of the Party proposing to make an Adverse Recommendation Change pursuant to this Section 5.3(f), and (C) was neither known by nor reasonably foreseeable to the Company Board or Parent Board, as applicable, as of the date of this Agreement (an “Intervening Event”); (ii) the Company Board of Directors or Parent Board of Directors, as applicable, shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law; (iii) the Company or Parent, as applicable, shall have given the other Party at least five (5) business days’ prior written notice of its intention to effect an Adverse Recommendation Change pursuant to Section 5.3(f)(i) (which notice shall specify in reasonable detail the basis for the Adverse Recommendation Change); (iv) the Company or Parent, as applicable, shall have negotiated, and shall have caused its Representatives to negotiate, in good faith with the other Party and its Representatives during such notice period, to the extent such other Party wishes to negotiate; and (v) following the end of such notice period, the Company Board of Directors or Parent Board of Directors, as applicable, shall have considered in good faith any proposed revisions to this Agreement proposed by the other Party (or as to other proposals made by the other Party), and shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to make such Adverse Recommendation Change would be reasonably likely to be inconsistent with the directors’ duties under applicable Law even if such revisions were to be given effect. (g) Nothing in this Section 5.3 shall prohibit the Company Board of Directors from: (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, if failure to do so would violate applicable Law, Law or (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any other disclosure required under applicable LawAct, in any such either case, if the Company Board of Directors has determined in good faith, after consultation with legal counsel, that the failure to do so would create a material risk of a breach by the Company Board of Directors of its dutiesduties under applicable Law; provided, that any disclosures (other than those made pursuant to clause (ii) of this Section 5.3(g5.3(f)) that are not an express rejection of any applicable Competing Proposal or an express reaffirmation of the Company Board Recommendation shall be considered in determining whether there has been an deemed a Company Adverse Recommendation Change. (hg) The Company acknowledges and agrees that any violation of the restrictions set forth in this Section 5.3 by any Subsidiary of the Company or the Representatives of the Company or any Subsidiary of the Company acting at the direction of the Company or any Company Subsidiary shall be deemed to be a breach of this Section 5.3 by the Company. (ih) As used in this Agreement, “Competing Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent and its Subsidiaries) or “group”, within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (iA) acquisition of assets of the Company and its Subsidiaries equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (iiB) acquisition of 20% or more of the outstanding shares of Company Common Stock, (iiiC) tender offer or exchange offer that if consummated would result in such any Person or “group” acquiring beneficial ownership of beneficially owning 20% or more of the outstanding shares of Company Common Stock, (ivD) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any Company Subsidiary that if consummated would result in Persons other the holders of Company Parent Common Stock immediately prior to such transaction owning more than 20% of the outstanding Company Common Stock or stock of the ultimate parent entity immediately following such transaction or (vE) any combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, consolidated revenues or earnings and Company Common Stock involved is 20% or more, in each case, other than the Transactions.

No Solicitation; Change in Recommendation. (a) Except as otherwise expressly provided in this Section 5.3, during from the Interim Perioddate hereof until the Company Merger Effective Time or, if earlier, the termination of this Agreement in accordance with Article VIII, the Company shall not, and shall cause each of its Subsidiaries and shall use its reasonable best efforts to cause its and their respective its Subsidiaries’ Representatives not to, directly or indirectly, (iA) solicit, initiateinitiate or knowingly facilitate, knowingly encourage or facilitate assist any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal, (iiB) engage in, continue or otherwise participate in any discussions or negotiations regarding any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal, or furnish to any other Person information or afford to any other Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries, in each case, in connection with, or for the purpose of knowingly encouraging, facilitating or assisting, a Competing Proposal, (iiiC) enter into any Contract (including any letter of intent or agreement in principle) with respect to a Competing Proposal (each, a “Company Acquisition Agreement”), (ivD) grant any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute (provided, that that, notwithstanding anything contained herein to the contrary, the Company may waive any provision that prohibits a confidential proposal being made to the Company Board of Directors (directly or indirectly through the Company’s Representatives)), ) or (vE) agree otherwise knowingly facilitate any effort or publicly propose attempt to do any of the foregoingmake a Competing Proposal. (b) Promptly following the execution of this Agreement, the Company shall, and shall cause each of its Subsidiaries and use reasonable best efforts to cause its and their respective Representatives to, immediately cease any solicitationactivities, discussions or negotiations with any Persons with respect to a Competing Proposal, use reasonable best efforts to take such reasonable action as is necessary to enforce any confidentiality or standstill or provisions of similar effect to which the Company or a Company Subsidiary is a party or of which the Company or a Company Subsidiary is a beneficiary, Proposal and use reasonable best efforts to cause request that any such Person to promptly return and/or destroy all confidential information concerning the Company and the Company’s Company Subsidiaries to the extent permitted pursuant to a confidentiality agreement with any such Persons that was provided in connection with a Competing ProposalPersons. (c) Notwithstanding anything to the contrary contained hereinin Section 5.3(a), if (i) at any time on or after the date hereof and prior to obtaining the Company Stockholder Approval, the Company or any of its Representatives receives a written Competing Proposal from any Person or group of Persons, which Competing Proposal was made on or after the date hereof and was not solicited in preceded by a material breach by the Company of this Section 5.3 5.3, (A) the Company and its Representatives may contact such Person or group of Persons solely to clarify the terms and conditions thereof and (iiB) if the Company Board of Directors determines in good faith, after consultation with its financial advisors and outside legal counsel and an independent financial advisor of national reputationcounsel, that such Competing Proposal constitutes or is reasonably expected to lead to a Superior Proposal, then the Company and its Representatives may (Ax) furnish, pursuant to an Acceptable Confidentiality AgreementAgreement (a copy of which the Company shall promptly (and in any event, within twenty-four (24) hours) provide to DLR following the execution thereof), information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Competing Proposal, ; provided, that the Company shall promptly provide to Parent DLR any material non-public information concerning the Company or any of its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent DLR or its Representatives, ; and (By) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal. The Company shall promptly (and in any event, within twenty-four (24) hours) notify Parent DLR and Merger Sub DLR OP after it or any of its Subsidiaries or any of their respective Representatives has received a Competing Proposal or the initial any request for discussions, negotiations or non-public information concerning the Company or any Company Subsidiary. Such notice to Parent DLR shall indicate the identity of the Person making such request and include the material terms and conditions of any such Competing Proposal. (d) Following the date hereof, the Company shall keep Parent DLR reasonably informed on a reasonably current basis of any material developments, discussions or negotiations regarding any Competing Proposal (whether made before or after the date hereof) and upon the request of Parent DLR shall apprise Parent DLR of the status of such Competing Proposal. The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to Parent DLR in accordance with this Section 5.3. (e) Except as expressly permitted by this Section 5.3(e) with respect to the Company or Section 5.3(f) with respect to the Company and Parent), the Company Board of Directors, the Parent Board of Directors and any of their respective committees shall not (i) (A) fail to recommend to their respective the Company’s stockholders that the Company Stockholder Approval or Parent Stockholder Approval, as applicable, be given or fail to include the Company Board Recommendation or Parent Board Recommendation, as applicable, in the Joint Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or, in a manner adverse to the other PartyDLR, modify, the Company Board Recommendation or Parent Board Recommendation, as applicable, (C) take any formal action or make any recommendation or public statement or other disclosure in connection with a tender offer or exchange offer other than as provided in Section 5.3(f), (D) adopt, approve or recommend, or publicly propose to approve or recommend to the stockholders of the Company a Competing Proposal Proposal, or (DE) fail to recommend against any pending tender make or exchange offer that constitutes a Competing Proposal within ten (10) business days after it is launched (it being understood and agreed that the Company stating that it is continuing to negotiate with the Person that made such Competing Proposal shall not in of itself constitute an Adverse Recommendation Change, provided that the such statement is accompanied by an express statement that the Company Board of Directors has not as of such time changed reaffirm the Company Board Recommendation and is reaffirming within five (5) business days following DLR’s written request to do so following the Company Board Recommendation) Company’s or its Representatives’ receipt of a Competing Proposal or any material change thereto (each of the actions described in this clause (i) being referred to as an a “Company Adverse Recommendation Change”), (ii) authorize, cause or permit the Company or any of its Subsidiaries to enter into any Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) or (iii) take any action pursuant to Section 8.1(f8.1(e). Notwithstanding anything to the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may make an a Company Adverse Recommendation Change and terminate this Agreement pursuant to Section 8.1(f8.1(e) and enter into a Company Acquisition Agreement with respect to a Competing Proposal, if and only if, the Company receives a Competing Proposal that was not solicited in preceded by a material breach by the Company of this Section 5.3 and that the Company Board of Directors determines in good faith, after consultation with its financial advisors and outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputationcounsel, constitutes a Superior Proposal; provided, that in order to make an a Company Adverse Recommendation Change or terminate this Agreement to enter into a Company Acquisition Agreement with respect to a Superior Proposal: (iI) the Company Board of Directors shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law; (iiA) the Company shall have given Parent DLR at least five (5) business days’ prior written notice of its intention to effect an a Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(f8.1(e), which notice shall specify in reasonable detail the basis for the Company Adverse Recommendation Change or termination and the identity of the party making such Superior Proposal and the material terms thereof and include copies of the current drafts of all material agreements between the Company and the party making such Superior Proposal that relate and relating to such Superior Proposal (it being understood and agreed that such notice or to the public disclosure by extent in the Company of such notice shall not in and of itself constitute an Adverse Recommendation Change provided that such public disclosure is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board RecommendationCompany’s possession); (iiiIII) the Company shall have negotiated, and shall have caused its Representatives to negotiate, in good faith with Parent DLR during such notice period, to the extent Parent DLR wishes to negotiate; and (ivIV) following the end of such notice period, the Company Board of Directors shall have considered in good faith any proposed revisions to this Agreement proposed by Parent DLR (or as to other proposals made by Parent)DLR) in writing, and shall have determined, after consultation with its financial advisors and outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation that such Superior Proposal would continue to constitute a Superior Proposal even if such revisions were to be given effect; provided, that in the event of any material change to the material terms of such Superior Proposal, the Company shall, in each case, have delivered to Parent DLR an additional notice consistent with that described in clause subclause (iiII) above and the notice period shall have recommenced (in which case such recommenced, except that the notice period shall be for three at least two (3) business days instead of five (52) business days); and provided, further, that any purported termination of this Agreement pursuant to this Section 5.3(e) shall be void and of no force and effect, unless the Company termination is in accordance with Section 8.1(f8.1(e) and the Company pays Parent DLR the Company Termination Payment in accordance with Section 8.2(b) prior to or concurrently with such termination. (f) Notwithstanding anything to the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may, and prior to the time of the Parent Stockholder Approval is obtained, but not after, the Parent Board of Directors may, make an Adverse Recommendation Change if: (i) a material favorable development or change in circumstances occurs for such Party after the date of this Agreement that (A) is not related to any Competing Proposal or Parent Acquisition Transaction, as applicable, (B) relates to the business, properties, assets, or prospects of the Party proposing to make an Adverse Recommendation Change pursuant to this Section 5.3(f), and (C) was neither known by nor reasonably foreseeable to the Company Board or Parent Board, as applicable, as of the date of this Agreement (an “Intervening Event”); (ii) the Company Board of Directors or Parent Board of Directors, as applicable, shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law; (iii) the Company or Parent, as applicable, shall have given the other Party at least five (5) business days’ prior written notice of its intention to effect an Adverse Recommendation Change pursuant to Section 5.3(f)(i) (which notice shall specify in reasonable detail the basis for the Adverse Recommendation Change); (iv) the Company or Parent, as applicable, shall have negotiated, and shall have caused its Representatives to negotiate, in good faith with the other Party and its Representatives during such notice period, to the extent such other Party wishes to negotiate; and (v) following the end of such notice period, the Company Board of Directors or Parent Board of Directors, as applicable, shall have considered in good faith any proposed revisions to this Agreement proposed by the other Party (or as to other proposals made by the other Party), and shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to make such Adverse Recommendation Change would be reasonably likely to be inconsistent with the directors’ duties under applicable Law even if such revisions were to be given effect. (g) Nothing in this Section 5.3 shall prohibit the Company Board of Directors from: (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, if failure to do so would violate applicable Law, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any other disclosure required under applicable LawAct, in any such either case, if the Company Board of Directors has determined in good faith, after consultation with legal counsel, that the failure to do so would create a material risk of a breach by the Company Board of Directors of its dutiesthe directors’ duties under applicable Law; provided, that any disclosures (other than those made pursuant to clause (ii) of this Section 5.3(g5.3(f)) that address the approval or recommendation by the Company Board of Directors of the Transactions and that are not an express rejection of any applicable Competing Proposal or an express reaffirmation of the Company Board Recommendation shall be considered in determining whether there has been an deemed a Company Adverse Recommendation Change. (hg) The Company acknowledges and agrees that any violation of the restrictions set forth in this Section 5.3 by any Subsidiary of the Company or the Representatives of the Company or any Subsidiary of the Company acting at the direction of the Company or any Company Subsidiary shall be deemed to be a breach of this Section 5.3 by the Company. (ih) As used in this Agreement, “Competing Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent DLR and its Subsidiaries) or “group”, within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (iA) acquisition of assets of the Company and its Subsidiaries equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (iiB) acquisition of 20% or more of the outstanding shares of Company Common Stock, (iiiC) tender offer or exchange offer that if consummated would result in such any Person or “group” acquiring beneficial ownership of beneficially owning 20% or more of the outstanding shares of Company Common Stock, (ivD) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any Company Subsidiary that if consummated would result in Persons other the holders of Company Parent Common Stock immediately prior to such transaction owning more than 20% of the outstanding Company Common Stock or stock of the ultimate parent entity immediately following such transaction or (vE) any combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, consolidated revenues or earnings and Company Common Stock involved is 20% or more, in each case, other than the Transactions.

No Solicitation; Change in Recommendation. (a) Except as otherwise expressly provided in permitted by this Section 5.37.3, during the Interim Period, Parent and the Company shall notshall, and shall cause each of its the Parent Subsidiaries and use its reasonable best efforts to cause its the Company 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 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 its Representatives promptly return or destroy all confidential information concerning Parent and the Parent Subsidiaries and the Company and the Company Subsidiaries and immediately terminate all physical and electronic data room access granted to any such Person or its Representatives and (ii) not to, directly or indirectly, (iA) solicit, initiate, initiate or knowingly facilitate or knowingly encourage or facilitate any inquiry or the making of any proposal or offer that which constitutes, or would may reasonably be expected to lead to, a any Competing Proposal, (iiB) engage in, continue or otherwise participate in any discussions or negotiations regarding any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposalregarding, or furnish to any other Person information or afford to any other Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries, in each case, in connection with, with or for the purpose of knowingly facilitating encouraging or assistingfacilitating, a Competing Proposal, or (iiiC) enter into any Contract (including any letter of intent or intent, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle) principle or other agreement with respect to a Competing Proposal (other than an Acceptable Confidentiality Agreement) (each, a an “Company Acquisition Agreement”). Notwithstanding the foregoing in this Section 7.3(a), upon the unsolicited request of a third party, the Party receiving such request (ivthe “Request Recipient”) may grant any a waiver of a standstill, confidentiality, or similar obligation for the purpose of allowing a third party to make a confidential unsolicited Competing Proposal to the Request Recipient’s board of trustees (or an authorized committee thereof) if contemporaneously with granting such waiver, amendment the Request Recipient notifies the other Party of such waiver, such notice to be made orally and confirmed in writing, and of the identity of the Person(s) receiving such waiver. It is agreed that any violation of the restrictions set forth in this Section 7.3(a) by any Representative of Parent or release under any standstill or confidentiality agreement or any Takeover Statute (provided, that notwithstanding anything contained herein to the contrary, the Company may waive any provision that prohibits a confidential proposal being made to the Company Board of Directors (directly or indirectly through the Company’s Representatives)), or (v) agree or publicly propose to do any of the foregoingParent Subsidiaries or the Company Subsidiaries shall be deemed to be a breach of this Section 7.3(a) by Parent or the Company, as applicable. (b) Promptly following the execution of this Agreement, the Company shall, and shall cause each of its Subsidiaries and use reasonable best efforts to cause its and their respective Representatives to, immediately cease any solicitation, discussions or negotiations with any Persons with respect to a Competing Proposal, use reasonable best efforts to take such reasonable action as is necessary to enforce any confidentiality or standstill or provisions of similar effect to which the Company or a Company Subsidiary is a party or of which the Company or a Company Subsidiary is a beneficiary, and use reasonable best efforts to cause any such Person to promptly return and/or destroy all confidential information concerning the Company and the Company’s Subsidiaries to the extent permitted pursuant to a confidentiality agreement with any such Persons that was provided in connection with a Competing Proposal. (c) Notwithstanding anything to the contrary contained hereinin this Section 7.3(b), if a Party or any Parent Subsidiary or Company Subsidiary, as applicable, receives a written Competing Proposal (isuch Party, the “Proposal Recipient”) from any Person or group of Persons at any time on or after the date hereof of this Agreement and prior to obtaining the Parent Shareholder Approval or the Company Stockholder Shareholder Approval, as applicable, that the Company Proposal Recipient’s board of trustees (or any of its Representatives receives a written Competing Proposal from any Person or group of Persons, which Competing Proposal was made on or after the date hereof and was not solicited in breach by the Company of this Section 5.3 and (iian authorized committee thereof) the Company Board of Directors determines in good faith, after consultation with the Proposal Recipient’s outside financial advisors and outside legal counsel and an independent financial advisor of national reputationcounsel, that such Competing Proposal constitutes or is reasonably expected likely to lead to result in a Superior Proposal, then which Competing Proposal was received in circumstances not otherwise involving a material breach by the Company and Proposal Recipient of this Section 7.3, the Proposal Recipient may, or may cause its Representatives may to, in response to such Competing Proposal, and subject to compliance with Section 7.3(c), (Ai) contact such Person or group of Persons to clarify the terms and conditions thereof, (ii) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Proposal Recipient and the Parent Subsidiaries or the Company and its Subsidiaries Subsidiaries, as applicable, to the Person or group of Persons who has made such Competing Proposal, provided, provided that the Company shall promptly Proposal Recipient shall, prior to or concurrently with the time such information is provided to such Person or group of Persons, provide to Parent the other Party any material non-public information concerning the Company Proposal Recipient or any of its the Parent Subsidiaries or the Company Subsidiaries, as applicable, that is provided to any such Person given such access or group of Persons which was not previously provided to Parent the other Party or its Representatives, and (Biii) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal regarding such Competing Proposal. It is agreed that any violation of the restrictions set forth in this Section 7.3(b) by any Representative of the Proposal Recipient, or any Parent Subsidiary or Company Subsidiary, as applicable, shall be deemed to be a breach of this Section 7.3(b) by the Proposal Recipient. (c) The Company Proposal Recipient shall promptly (i) promptly, and in any event, within twenty-four event no later than forty eight (2448) hours) notify Parent and Merger Sub hours after it or receipt of any of its Subsidiaries or any of their respective Representatives has received a Competing Proposal or the initial request for non-public information concerning in connection therewith, as applicable, advise the Company or other Party in writing of the receipt of such Competing Proposal and any Company Subsidiary. Such notice to Parent shall indicate request for confidential information in connection with such Competing Proposal, the material terms of such Competing Proposal and the identity of the Person or group of Persons making such Competing Proposal or request for confidential information and include (ii) keep the other Party reasonably advised of all material developments affecting the terms (including all changes to the material terms terms) and conditions status of such Competing Proposal, including the status of discussions or negotiations regarding such Competing Proposal. (d) Following the date hereof, the Company shall keep Parent reasonably informed on a reasonably current basis of any material developments, discussions or negotiations regarding any Competing Proposal (whether made before or after the date hereof) and upon the request of Parent shall apprise Parent of the status of such Competing Proposal. The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to Parent in accordance with this Section 5.3. (e) Except as expressly permitted by this Section 5.3(e7.3(d), neither the Parent Board (or an authorized committee thereof) with respect to the Company or Section 5.3(f) with respect to the Company and Parent, nor the Company Board of Directors, the Parent Board of Directors and any of their respective committees (or an authorized committee thereof) shall not (i) (A) in the case of the Parent Board (or an authorized committee thereof), fail to recommend to their respective stockholders the holders of the Parent Common Shares that the Parent Shareholder Approval be given or fail to include the Parent Board Recommendation in the Joint Proxy Statement, and, in the case of the Company Board (or an authorized committee thereof), fail to recommend to the holders of the Company Common Shares that the Company Stockholder Shareholder Approval or Parent Stockholder Approval, as applicable, be given or fail to include the Company Board Recommendation or Parent Board Recommendation, as applicable, in the Joint Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw oror modify the Parent Board Recommendation (or the Parent Special Committee’s recommendation to the Parent Board with respect to the Merger or the other Transactions) or the Company Board Recommendation (or the Company Special Committee’s recommendation to the Company Board with respect to the Merger or the other Transactions), as applicable, in each case in a manner adverse to the other Party, modify, the Company Board Recommendation or Parent Board Recommendation, as applicable, (C) adopt, approve or recommend, or publicly propose to adopt, approve or recommend to the stockholders of the Company recommend, a Competing Proposal or (D) fail to recommend against any pending tender or exchange offer that constitutes a Competing Proposal within ten (10) business days after it is launched (it being understood and agreed that the Company stating that it is continuing to negotiate with the Person that made such Competing Proposal shall not in of itself constitute an Adverse Recommendation Change, provided that the such statement is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation and is reaffirming the Company Board Recommendation) (each of the actions described in this clause (i) being referred to as an “Adverse Recommendation Change”), or (ii) authorize, cause or permit Parent or the Company Company, as applicable, or any of its the Parent Subsidiaries or the Company Subsidiaries, as applicable, to enter into any Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) or (iii) take any action pursuant to Section 8.1(f). Notwithstanding anything to the contrary herein, prior to the time the Parent Shareholder Approval, in the case of Parent, or the Company Stockholder Approval Shareholder Approval, in the case of the Company, is obtained, but not afterand subject to material compliance with this Section 7.3(d) and Sections 7.3(a)-(c), the Parent Board (or an authorized committee thereof) or the Company Board of Directors (or an authorized committee thereof), as applicable, may make an Adverse Recommendation Change and and/or terminate this Agreement pursuant to Section 8.1(f9.1(c)(iii), in the case of Parent, or Section 9.1(d)(iii), in the case of the Company, if (A) (1) a written Competing Proposal is received by it and enter into such Competing Proposal is not withdrawn, and (2) prior to taking such action, the Proposal Recipient’s board of trustees (or an authorized committee thereof), has determined in good faith after consultation with the Proposal Recipient’s outside legal counsel and outside financial advisors, that such Competing Proposal constitutes a Company Acquisition Agreement Superior Proposal, or (B) an Intervening Event occurs with respect to a Competing Proposal, if and only if, Parent or the Company receives a Competing Proposal that was not solicited in breach by and the Company of this Section 5.3 and that Parent Board (or an authorized committee thereof) or the Company Board of Directors (or an authorized committee thereof), as applicable, determines in good faith, after consultation with outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation, constitutes a Superior Proposal; provided, that in order to make an Adverse Recommendation Change or terminate this Agreement to enter into a Company Acquisition Agreement with respect to a Superior Proposal: (i) the Company Board of Directors shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that failure to take such action effect an Adverse Recommendation Change would be reasonably likely to be inconsistent with the directorstheir trustees’ duties under applicable Law;Law of the State of Maryland; provided, however, that the Parent Board (or an authorized committee thereof) or the Company Board (or an authorized committee thereof), as applicable, may not take any action contemplated by clause (A) or (B) of this sentence unless: (ii1) if such action is taken in connection with any such Competing Proposal, (a) the Company shall have Proposal Recipient has given Parent the other Party at least five three (53) business daysBusiness Days’ prior written notice of its intention to effect an Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(f), take such action (which notice shall specify include the information with respect to such Competing Proposal that is specified in reasonable detail the basis for the Adverse Recommendation Change or termination Section 7.3(c) as well as a copy of any proposal and the identity any then existing drafts of the party making definitive agreement and other material documentation providing for such Superior Proposal and the material terms thereof and include copies of the current drafts of all material agreements between the Company and the party making such Superior Proposal that relate to such Superior Proposal Competing Proposal), (it being understood and agreed that such notice or the public disclosure by the Company of such notice shall not in and of itself constitute an Adverse Recommendation Change provided that such public disclosure is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation); (iiib) the Company shall have negotiated, and shall have caused its Representatives to negotiate, Proposal Recipient has negotiated in good faith with Parent during such notice periodthe other Party, to the extent Parent the other Party wishes to negotiate; and , during such notice period to enable the other Party to propose in writing revisions to the terms of this Agreement such that it would cause such Superior Proposal to no longer constitute (ivin the good faith determination of the board of trustees of the Proposal Recipient (or an authorized committee thereof) after consultation with its outside legal counsel and outside financial advisors) a Superior Proposal, (c) following the end of such notice period, the Company Board Proposal Recipient’s board of Directors trustees (or an authorized committee thereof) shall have considered in good faith any proposed revisions to this Agreement proposed in writing by Parent (or as to the other proposals made by Parent), Party and shall have determineddetermined that, after consultation with its the Proposal Recipient’s outside financial advisors and outside legal counsel and after obtaining and taking into account counsel, the advice of the Company’s independent financial advisor of national reputation that such Superior Proposal would continue to constitute a Superior Proposal even if such revisions were to be given effect; provided, that and (d) in the event of any material change to the material terms of such Superior Proposal, the Company Proposal Recipient shall, in each case, have delivered to Parent the other Party an additional notice consistent with that described in clause subclause (iia) above and the notice period shall have recommenced (in which case such recommenced, except that the notice period shall be for three at least one (31) business days instead of five (5) business days)Business Day; and provided, further, that any purported termination of this Agreement pursuant to this Section 5.3(e) shall be void and of no force and effect, unless the Company termination is in accordance with Section 8.1(f) and the Company pays Parent the Company Termination Payment in accordance with Section 8.2(b) prior to or concurrently with such termination.and (f2) Notwithstanding anything to if such action is taken in connection with any such Intervening Event, (x) Parent or the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may, and prior to the time of the Parent Stockholder Approval is obtained, but not after, the Parent Board of Directors may, make an Adverse Recommendation Change if: (i) a material favorable development or change in circumstances occurs for such Party after the date of this Agreement that (A) is not related to any Competing Proposal or Parent Acquisition TransactionCompany, as applicable, (B) relates to the business, properties, assets, or prospects of the Party proposing to make an Adverse Recommendation Change pursuant to this Section 5.3(f), and (C) was neither known by nor reasonably foreseeable to the Company Board or Parent Board, as applicable, as of the date of this Agreement (an “Intervening Event”); (ii) the Company Board of Directors or Parent Board of Directors, as applicable, shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law; (iii) the Company or Parent, as applicable, shall have has given the other Party at least five three (53) business daysBusiness Days’ prior written notice of its intention to effect an Adverse Recommendation Change pursuant to Section 5.3(f)(i) take such action (which notice shall specify include in reasonable detail the basis for the Adverse Recommendation Changesuch action); , (ivy) the Company or Parent, as applicable, shall have negotiated, and shall have caused its Representatives to negotiate, such Party has negotiated in good faith with the other Party and its Representatives during such notice periodParty, to the extent such the other Party wishes to negotiate; and , during such notice period to enable the other Party to propose in writing revisions to the terms of this Agreement such that the failure to make an Adverse Recommendation Change would no longer be inconsistent with their trustees’ duties under applicable Law of the State of Maryland, and (vz) following the end of such notice period, the Parent Board (or an authorized committee thereof) or the Company Board of Directors (or Parent Board of Directorsan authorized committee thereof), as applicable, shall have considered in good faith any proposed revisions to this Agreement proposed in writing by the other Party (or as to other proposals made by the other Party), and shall have determined in good faiththat, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, the failure to make such an Adverse Recommendation Change would be reasonably likely to still be inconsistent with the directorstheir trustees’ duties under applicable Law even of the State of Maryland if such revisions were to be given effect. (ge) Nothing Except to the extent provided in Section 7.3(c) or Section 7.3(d), nothing in this Section 5.3 7.3 shall prohibit the Parent Board (or an authorized committee thereof) or the Company Board of Directors from: (ior an authorized committee thereof) taking from complying with Rule 14d-9 and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, if failure to do so would violate applicable Law, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any other otherwise complying with its disclosure required obligations under applicable Law, in any such caseLaw with regard to a Competing Proposal; provided that, if such disclosure has the effect of withdrawing or adversely modifying the Parent Board Recommendation or the Company Board of Directors has determined in good faithRecommendation, after consultation with legal counselas applicable, that the failure to do so would create a material risk of a breach by the Company Board of Directors of its duties; provided, that any disclosures (other than those made pursuant to clause (ii) of this Section 5.3(g)) that are not an express rejection of any applicable Competing Proposal or an express reaffirmation of the Company Board Recommendation shall be considered in determining whether there has been an Adverse Recommendation Change. (h) The Company acknowledges and agrees that any violation of the restrictions set forth in this Section 5.3 by any Subsidiary of the Company or the Representatives of the Company or any Subsidiary of the Company acting at the direction of the Company or any Company Subsidiary such disclosure shall be deemed to be a breach an Adverse Recommendation Change. Notwithstanding anything in this Agreement to the contrary, the Company Board shall not be required to submit this Agreement to the holders of the Company Common Shares if the Company Board shall have effected an Adverse Recommendation Change permitted by this Section 5.3 7.3, and the Parent Board shall not be required to submit this Agreement to the holders of the Parent Common Shares if the Parent Board shall have effected an Adverse Recommendation Change permitted by this Section 7.3, and either the CompanyParent Board or the Company Board may submit to the holders of Parent Common Shares or Company Common Shares, as applicable, any Competing Proposal. (if) As used in this Agreement, a “Competing Proposal” shall mean means any proposal or offer from any Person (other than Parent and its Subsidiariesany Party) or “group”, within the meaning of Section 13(d) of the Exchange Act, to a Party relating to, in a single transaction or series of related transactions, any direct or indirect (i) acquisition or purchase of assets of the Company and its Subsidiaries equal to twenty percent (20% %) or more of the Company’s consolidated assets (including equity interests in subsidiaries) of such Party (based on the fair market value thereof, as determined in good faith by the board of trustees of such Party (or to which an authorized committee thereof) as applicable, after consultation with such Party’s outside financial advisors and independent accountants), as applicable, or assets comprising twenty percent (20% %) or more of the Company’s revenues or earnings on a consolidated basis are attributableof such Party, (ii) acquisition of twenty percent (20% %) or more of the outstanding shares equity securities of Company Common Stocksuch Party or any class of equity securities of such Party, (iii) tender offer or exchange offer that that, if consummated consummated, would result in such any Person or “group” acquiring beneficial ownership of beneficially owning twenty percent (20% %) or more of the outstanding shares any class of Company Common Stockequity securities of such Party, (iv) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company such Party or any Parent Subsidiary or Company Subsidiary Subsidiary, as applicable, that if consummated would result in Persons other the holders of Company Parent Common Stock immediately prior to such transaction owning comprise twenty percent (20%) or more than 20% of the outstanding Company Common Stock assets, revenues or stock earnings on a consolidated basis of the ultimate parent entity immediately following such transaction Party, as applicable, or (v) any combination of the foregoing types of transactions transactions, if the sum of the percentage of consolidated assets, consolidated revenues or earnings and Company Common Stock any class of equity securities of such Party involved is twenty percent (20% %) or more. For the avoidance of doubt, in each caseno event shall any of the sales or dispositions of Company Properties set forth in Section 6.1(a)(vii) of the Company Disclosure Letter or Parent Properties set forth in Section 6.2(a)(vii) of the Parent Disclosure Letter constitute, other than individually or in the Transactionsaggregate, a Competing Proposal.

No Solicitation; Change in Recommendation. (a) Except as otherwise expressly provided Seller shall, and shall cause each of its Subsidiaries and their respective Representatives to immediately (i) cease and terminate any solicitation, encouragement, discussions or negotiations with any Persons with respect to an Acquisition Proposal or a potential Acquisition Proposal, (ii) terminate access to any physical or electronic data rooms related to a possible Acquisition Proposal (other than a data room utilized solely by Buyer, its Affiliates and their respective Representatives and not any third Person) and (iii) request that any such Person and its Representatives promptly return or destroy all confidential information concerning Seller and its Subsidiaries theretofore furnished thereto by or on behalf of Seller or any of its Subsidiaries, and destroy all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze such information, in this Section 5.3each case, during in accordance with the Interim Periodapplicable confidentiality agreement between Seller or any of its Affiliates, on one hand, and such Person, on the other hand. Until the Closing Date or, if earlier, the Company termination of this Agreement in accordance with Article IX, Seller shall not, and shall cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (iA) solicit, initiate, knowingly facilitate or knowingly encourage or facilitate (including by way of furnishing non-public information) any inquiry inquiries regarding, or the making or announcement of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing an Acquisition Proposal, (iiB) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations regarding any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposalwith, or furnish to any other Person information or afford data to, any Person that is seeking to any other Person access to the businessmake, properties, assets has made or personnel of the Company is considering making an Acquisition Proposal or any of its Subsidiaries, in each case, otherwise take such actions in connection with, with or for the purpose of knowingly encouraging or knowingly facilitating or assisting, a Competing an Acquisition Proposal, (iiiC) approve, endorse or recommend any Acquisition Proposal or (D) enter into any Contract Seller Acquisition Agreement (including any letter of intent or agreement in principleas defined below) with respect to a Competing an Acquisition Proposal (each, a “Company Acquisition Agreement”including any confidentiality agreement), (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute (provided, that notwithstanding anything contained herein to the contrary, the Company may waive any provision that prohibits a confidential proposal being made to the Company Board of Directors (directly or indirectly through the Company’s Representatives)), or (v) agree or publicly propose to do any of the foregoing. (b) Promptly following the execution of this Agreement, the Company shall, and shall cause each of its Subsidiaries and use reasonable best efforts to cause its and their respective Representatives to, immediately cease any solicitation, discussions or negotiations with any Persons with respect to a Competing Proposal, use reasonable best efforts to take such reasonable action as is necessary to enforce any confidentiality or standstill or provisions of similar effect to which the Company or a Company Subsidiary is a party or of which the Company or a Company Subsidiary is a beneficiary, and use reasonable best efforts to cause any such Person to promptly return and/or destroy all confidential information concerning the Company and the Company’s Subsidiaries to the extent permitted pursuant to a confidentiality agreement with any such Persons that was provided in connection with a Competing Proposal. (c) Notwithstanding anything to the contrary contained herein, if (i) at any time on or after the date hereof and prior to obtaining the Company Stockholder Approval, the Company or any of its Representatives receives a written Competing Proposal from any Person or group of Persons, which Competing Proposal was made on or after the date hereof and was not solicited in breach by the Company of this Section 5.3 and (ii) the Company Board of Directors determines in good faith, after consultation with outside legal counsel and an independent financial advisor of national reputation, that such Competing Proposal constitutes or is reasonably expected to lead to a Superior Proposal, then the Company and its Representatives may (A) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Competing Proposal, provided, that the Company shall promptly provide to Parent any material non-public information concerning the Company or any of its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent or its Representatives, and (B) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal. The Company shall promptly (and in any event, within twenty-four (24) hours) notify Parent and Merger Sub after it or any of its Subsidiaries or any of their respective Representatives has received a Competing Proposal or the initial request for non-public information concerning the Company or any Company Subsidiary. Such notice to Parent shall indicate the identity of the Person making such request and include the material terms and conditions of such Competing Proposal. (d) Following the date hereof, the Company shall keep Parent reasonably informed on a reasonably current basis of any material developments, discussions or negotiations regarding any Competing Proposal (whether made before or after the date hereof) and upon the request of Parent shall apprise Parent of the status of such Competing Proposal. The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to Parent in accordance with this Section 5.3. (e) Except as expressly permitted by this Section 5.3(e) with respect to 6.18(c), neither the Company or Section 5.3(f) with respect to the Company and Parent, the Company Board board of Directors, the Parent Board directors of Directors and Seller nor any of their respective committees committee thereof shall not (i) (A) fail take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer (other than a temporary “stop, look and listen” communication by the board of directors of Seller pursuant to recommend to their respective stockholders that Rule 14d-9(f) of the Company Stockholder Approval Exchange Act, or Parent Stockholder Approval, as applicable, be given an express rejection of such tender offer or fail to include the Company Board Recommendation or Parent Board Recommendation, as applicable, in the Joint Proxy Statementexchange offer), (B) change, qualify, withhold, withdraw fail to recommend against acceptance of any tender offer or modify, or publicly propose to change, qualify, withhold, withdraw or, in a manner adverse to exchange offer within ten (10) Business Days of the other Party, modify, the Company Board Recommendation or Parent Board Recommendation, as applicablecommencement of such offer, (C) adopt, approve approve, endorse or recommend, or publicly propose to approve or recommend to the stockholders of the Company a Competing Seller an Acquisition Proposal or (D) fail agree to recommend against take any pending tender or exchange offer that constitutes a Competing Proposal within ten (10) business days after it is launched (it being understood and agreed that the Company stating that it is continuing to negotiate with the Person that made such Competing Proposal shall not in of itself constitute an Adverse Recommendation Change, provided that the such statement is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation and is reaffirming the Company Board Recommendation) (each of the foregoing actions (actions described in this clause (i) being referred to as an a “Seller Adverse Recommendation Change”), (ii) authorize, cause or permit the Company Seller or any of its Subsidiaries to enter into any Company letter of intent, agreement or agreement in principle, memorandum of understanding, or other similar agreement relating to or providing for any Acquisition Agreement Proposal or an acquisition agreement, merger agreement or similar definitive agreement providing for or with respect to any Acquisition Proposal (other than an Acceptable Confidentiality each, a “Seller Acquisition Agreement”), (iii) grant any waiver, amendment or release under any standstill or similar agreement with respect to any class of Equity Interests of Seller or any of its Subsidiaries, any confidentiality agreement or Takeover Statute or (iiiiv) take any action pursuant to Section 8.1(f9.01(f). . (c) Notwithstanding anything to the contrary hereinherein the board of directors of Seller may, prior to in each case so long as Seller has complied in all material respects with the time the Company Stockholder Approval is obtainedrequirements of and not breached in any material respect this Section 6.18, but not after, the Company Board of Directors may (A) make an a Seller Adverse Recommendation Change and in response to an Intervening Event or Superior Proposal and/or (B) terminate this Agreement pursuant to Section 8.1(f9.01(f) and to enter into a Company Seller Acquisition Agreement with respect to a Competing Superior Proposal, in each case, if and only if, prior to taking of the Company receives action in either clause (A) or (B), the board of directors of Seller or a Competing Proposal that was not solicited in breach by the Company of this Section 5.3 and that the Company Board of Directors determines duly authorized committee thereof concludes in good faith, after consultation with outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation, constitutes a Superior Proposal; provided, that in order to make an Adverse Recommendation Change or terminate this Agreement to enter into a Company Acquisition Agreement with respect to a Superior Proposal: (i) the Company Board of Directors shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, (x) that failure to take such action would be reasonably likely expected to be inconsistent with the directors’ fiduciary duties under applicable Law; Law and (iiy) that, if applicable, such Acquisition Proposal constitutes a Superior Proposal; provided, further, that, prior to taking the action in either clause (A) or (B) above, (i) the Company shall have board of directors of Seller has given Parent Buyer at least five (5) business daysBusiness Days’ prior written notice of its intention to effect an Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(f), which notice shall specify in reasonable detail the basis for the Adverse Recommendation Change or termination and the identity of the party making (such Superior Proposal and the material terms thereof and include copies of the current drafts of all material agreements between the Company and the party making such Superior Proposal that relate to such Superior Proposal (it being understood and agreed that such notice or the public disclosure by the Company of such notice shall not in and of itself constitute an Adverse Recommendation Change provided that such public disclosure is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation); (iii) the Company shall have negotiated, and shall have caused its Representatives to negotiate, in good faith with Parent during such notice period, to the extent Parent wishes to negotiate; and (iv) following the end of such notice period, the Company Board of Directors shall have considered in good faith any proposed revisions to this Agreement proposed by Parent (or as to other proposals made by Parent), and shall have determined, after consultation with its outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation that such Superior Proposal would continue to constitute a Superior Proposal even if such revisions were to be given effect; provided, that in the event of any material change to the material terms of such Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (ii) above and the notice period shall have recommenced (in which case such notice period shall be for three (3) business days instead of five (5) business days); and provided, further, that any purported termination of this Agreement pursuant to this Section 5.3(e) shall be void and of no force and effect, unless the Company termination is in accordance with Section 8.1(f) and the Company pays Parent the Company Termination Payment in accordance with Section 8.2(b) prior to or concurrently with such termination. (f) Notwithstanding anything to the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may, and prior to the time of the Parent Stockholder Approval is obtained, but not after, the Parent Board of Directors may, make an Adverse Recommendation Change if: (i) a material favorable development or change in circumstances occurs for such Party after the date of this Agreement that (A) is not related to any Competing Proposal or Parent Acquisition Transaction, as applicable, (B) relates to the business, properties, assets, or prospects of the Party proposing to make an Adverse Recommendation Change pursuant to this Section 5.3(f), and (C) was neither known by nor reasonably foreseeable to the Company Board or Parent Board, as applicable, as of the date of this Agreement (an “Intervening Event”); (ii) the Company Board of Directors or Parent Board of Directors, as applicable, shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law; (iii) the Company or Parent, as applicable, shall have given the other Party at least five (5) business days’ prior written notice of its intention to effect an Adverse Recommendation Change pursuant to Section 5.3(f)(i) (which notice shall specify in reasonable detail the basis for the Adverse Recommendation Change); (iv) the Company or Parent, as applicable, shall have negotiated, and shall have caused its Representatives to negotiate, in good faith with the other Party and its Representatives during such notice period, to the extent such other Party wishes to negotiate; and (v) following the end of such notice period, the Company Board of Directors or Parent Board of Directors, as applicable, shall have considered in good faith any proposed revisions to this Agreement proposed by the other Party (or as to other proposals made by the other Party), and shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to make such Adverse Recommendation Change would be reasonably likely to be inconsistent with the directors’ duties under applicable Law even if such revisions were to be given effect. (g) Nothing in this Section 5.3 shall prohibit the Company Board of Directors from: (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, if failure to do so would violate applicable Law, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any other disclosure required under applicable Law, in any such case, if the Company Board of Directors has determined in good faith, after consultation with legal counsel, that the failure to do so would create a material risk of a breach by the Company Board of Directors of its duties; provided, that any disclosures (other than those made pursuant to clause (ii) of this Section 5.3(g)) that are not an express rejection of any applicable Competing Proposal or an express reaffirmation of the Company Board Recommendation shall be considered in determining whether there has been an Adverse Recommendation Change. (h) The Company acknowledges and agrees that any violation of the restrictions set forth in this Section 5.3 by any Subsidiary of the Company or the Representatives of the Company or any Subsidiary of the Company acting at the direction of the Company or any Company Subsidiary shall be deemed to be a breach of this Section 5.3 by the Company. (i) As used in this Agreement, “Competing Proposal” shall mean any proposal or offer from any Person (other than Parent and its Subsidiaries) or “group”, within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (i) acquisition of assets of the Company and its Subsidiaries equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (ii) acquisition of 20% or more of the outstanding shares of Company Common Stock, (iii) tender offer or exchange offer that if consummated would result in such Person or “group” acquiring beneficial ownership of 20% or more of the outstanding shares of Company Common Stock, (iv) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any Company Subsidiary that if consummated would result in Persons other the holders of Company Parent Common Stock immediately prior to such transaction owning more than 20% of the outstanding Company Common Stock or stock of the ultimate parent entity immediately following such transaction or (v) any combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, consolidated revenues or earnings and Company Common Stock involved is 20% or more, in each case, other than the Transactions.

No Solicitation; Change in Recommendation. (a) Except as otherwise expressly provided in this Section 5.3, during the Interim Period, the a. The Company shall not, and shall cause each of its the Company Subsidiaries and use its reasonable best efforts to cause its and their respective officers, directors and Representatives not to, directly or indirectly, (i) solicit, initiate or agree to solicit or initiate, knowingly encourage induce or facilitate knowingly take any action with the intent of encouraging or facilitating the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that would reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Affiliates or afford access to the business, properties, assets, books or records of the Company or any of its Affiliates to, or otherwise knowingly cooperate in any way with, knowingly assist or knowingly take any action with the intent of facilitating any Person that has made or would reasonably be expected to make an Acquisition Proposal (other than Parent, Merger Sub and their respective Affiliates and Representatives) to, or knowingly cooperate in any way with any Person that has made or would reasonably be expected to make an Acquisition Proposal (other than Parent, Merger Sub and their respective Affiliates and Representatives) with respect to, any Acquisition Proposal or any inquiry or the making proposal that would reasonably be expected to lead to an Acquisition Proposal or (iii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or execute or enter into, any letter of any proposal intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or offer other agreement, other than an Acceptable Confidentiality Agreement (an “Acquisition Agreement”), constituting or related to, or that constitutes, is intended to or would reasonably be expected to lead to, a Competing Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Acquisition Proposal, or furnish to any other Person information or afford to any other Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries, in each case, in connection withrequiring, or for the purpose of knowingly facilitating or assisting, a Competing Proposal, (iii) enter into any Contract (including any letter of intent or agreement in principle) with respect reasonably expected to a Competing Proposal (each, a “Company Acquisition Agreement”), (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute (provided, that notwithstanding anything contained herein to the contrarycause, the Company may waive any provision that prohibits a confidential proposal being made to the Company Board of Directors (directly abandon, terminate, materially delay or indirectly through the Company’s Representatives))fail to consummate, or (v) agree that would otherwise materially impede or publicly propose to do any of interfere with, the foregoing. (b) Promptly following Merger or the execution of transactions contemplated by this Agreement, the . The Company shall, and shall cause each of its Subsidiaries Affiliates and use reasonable best efforts to cause its and their respective Representatives to, immediately cease any solicitation, and cause to be terminated all then existing discussions or negotiations with any Persons Person conducted heretofore with respect to a Competing any Acquisition Proposal, use or any inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal, request the prompt return or destruction of all confidential information previously furnished, immediately terminate all physical and electronic dataroom access previously granted to any such Person or its Representatives, and, between the date hereof and the Effective Time, take reasonable best efforts steps to take such reasonable action as is necessary to enforce enforce, and not grant any waiver, amendment or release under, any confidentiality or standstill provisions, “standstill” provisions or provisions of similar effect to which the Company or a Company Subsidiary it is a party or of which the Company or a Company Subsidiary it is a beneficiary, and use reasonable best efforts to cause or any such Person to promptly return and/or destroy all confidential information concerning restrictive provision in the Organizational Documents of the Company or comparable organizational documents of any of the Company Subsidiaries. Notwithstanding the foregoing, from the date of this Agreement until the earlier of obtaining the Company Shareholder Approval and the Company’s Subsidiaries valid termination of this Agreement in accordance with Article VII, the Company will not be required to enforce, and may grant a waiver, amendment or release under any confidentiality or standstill agreement (or provision of similar effect) solely to the extent permitted pursuant necessary to allow for a confidentiality agreement with any such Persons that was provided in connection with a Competing Proposal. (c) Notwithstanding anything confidential Acquisition Proposal to the contrary contained herein, if (i) at any time on or after the date hereof and prior to obtaining the Company Stockholder Approval, the Company or any of its Representatives receives a written Competing Proposal from any Person or group of Persons, which Competing Proposal was be made on or after the date hereof and was not solicited in breach by the Company of this Section 5.3 and (ii) the Company Board of Directors determines in good faith, after consultation with outside legal counsel and an independent financial advisor of national reputation, that such Competing Proposal constitutes or is reasonably expected to lead to a Superior Proposal, then the Company and its Representatives may (A) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Competing Proposal, provided, that the Company shall promptly provide to Parent any material non-public information concerning the Company or any of its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent or its Representatives, and (B) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal. The Company shall promptly (and in any event, within twenty-four (24) hours) notify Parent and Merger Sub after it or any of its Subsidiaries or any of their respective Representatives has received a Competing Proposal or the initial request for non-public information concerning the Company or any Company Subsidiary. Such notice to Parent shall indicate the identity of the Person making such request and include the material terms and conditions of such Competing Proposal. (d) Following the date hereof, the Company shall keep Parent reasonably informed on a reasonably current basis of any material developments, discussions or negotiations regarding any Competing Proposal (whether made before or after the date hereof) and upon the request of Parent shall apprise Parent of the status of such Competing Proposal. The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to Parent in accordance with this Section 5.3. (e) Except as expressly permitted by this Section 5.3(e) with respect to the Company or the Company Board so long as the Company promptly notifies Parent thereof after granting any such waiver, amendment or release and otherwise complies with this Section 5.3(f5.03; provided, however, that for the avoidance of doubt, any such waiver, amendment or release of any standstill agreement (or provision of similar effect) shall not be granted with respect to any other actions that are restricted under the Company and Parentstandstill terms of such agreement (or provision of similar effect); provided, further, that such waiver, amendment or release may only be granted if the Company Board of Directors, the Parent Board of Directors and any of their respective committees shall not (i) (A) fail to recommend to their respective stockholders that the Company Stockholder Approval or Parent Stockholder Approval, as applicable, be given or fail to include the Company Board Recommendation or Parent Board Recommendation, as applicable, in the Joint Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or, in a manner adverse to the other Party, modify, the Company Board Recommendation or Parent Board Recommendation, as applicable, (C) adopt, approve or recommend, or publicly propose to approve or recommend to the stockholders of the Company a Competing Proposal or (D) fail to recommend against any pending tender or exchange offer that constitutes a Competing Proposal within ten (10) business days after it is launched (it being understood and agreed that the Company stating that it is continuing to negotiate with the Person that made such Competing Proposal shall not in of itself constitute an Adverse Recommendation Change, provided that the such statement is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation and is reaffirming the Company Board Recommendation) (each of the actions described in this clause (i) being referred to as an “Adverse Recommendation Change”), (ii) authorize, cause or permit the Company or any of its Subsidiaries to enter into any Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) or (iii) take any action pursuant to Section 8.1(f). Notwithstanding anything to the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may make an Adverse Recommendation Change and terminate this Agreement pursuant to Section 8.1(f) and enter into a Company Acquisition Agreement with respect to a Competing Proposal, if and only if, the Company receives a Competing Proposal that was not solicited in breach by the Company of this Section 5.3 and that the Company Board of Directors determines in good faith, after consultation with outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation, constitutes a Superior Proposal; provided, that in order to make an Adverse Recommendation Change or terminate this Agreement to enter into a Company Acquisition Agreement with respect to a Superior Proposal: (i) the Company Board of Directors shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that failure to take such action would be reasonably likely expected to be inconsistent with the directors’ fiduciary duties under applicable Laws. b. Except as expressly permitted by Section 5.03(c) and subject to the Company’s compliance with Section 5.03(d), neither the Company Board nor any committee thereof shall (i) withhold, withdraw, qualify, amend or modify (or publicly propose to withhold, withdraw, qualify, amend or modify), in any manner adverse to Parent or Merger Sub, the Company Board Recommendation or fail to include the Company Board Recommendation in the Company Proxy Statement, (ii) adopt, approve, endorse, recommend or declare advisable, or propose or resolve to adopt, approve, endorse, recommend or declare advisable (publicly or otherwise), any Acquisition Proposal, (iii) following the announcement by a Third Party of a bona fide Acquisition Proposal by such Third Party, fail to reaffirm publicly the Company Board Recommendation by the later to occur of ten (10) Business Days prior to the date of the Company Shareholders Meeting (as such date may have been adjourned or postponed) and ten (10) Business Days following a request therefor by Parent (or such shorter period as may exist between the date of Acquisition Proposal and the date of the Company Shareholders Meeting), (iv) take formal action or make any recommendation or public statement in connection with a tender offer or exchange offer relating to securities of the Company, other than a recommendation against such offer or a “stop, look and listen” communication by the Company Board or any committee thereof or any other legally required disclosure to Company Shareholders, (v) within ten (10) Business Days of a tender or exchange offer relating to securities of the Company having been commenced, fail to publicly recommend against such tender or exchange offer or fail to publicly reaffirm the Company Board Recommendation or (vi) agree to take any of the foregoing actions (any action in this Section 5.03(b) being referred to as a “Recommendation Change”). c. Notwithstanding the foregoing but subject in each case to the Company’s compliance with Section 5.03(d), at any time prior to the Company Shareholder Approval: i. the Company and its Representatives may engage in discussions with any Person or group and their respective Representatives who has made an Acquisition Proposal that did not, directly or indirectly, result from or principally arise out of a material breach of Section 5.03(a), solely for the purpose of clarifying such Acquisition Proposal and the terms thereof ii. the Company, its Representatives or the Company Board may, in response to a bona fide, written Acquisition Proposal that did not result from a breach of this Section 5.03 and that the Company Board determines in good faith after consultation with outside legal counsel and its financial advisor constitutes or would reasonably be expected to constitute or lead to a Superior Proposal, (x) furnish information with respect to the Company and its Affiliates to the Person making such Acquisition Proposal (and its Representatives) (provided that all such information has previously been provided to Parent or is provided to Parent promptly (and in any event within twenty-four (24) hours) following the time it is provided to such Person) pursuant to (but only pursuant to) an Acceptable Confidentiality Agreement and (y) engage or participate in discussions or negotiations only with the Person making such Acquisition Proposal (or its Representatives) regarding the terms of such Acquisition Proposal and the negotiation of such terms following the execution of an Acceptable Confidentiality Agreement with such Person; iii. the Company Board may make a Recommendation Change described in clause (i) of Section 5.03(b) in connection with an Intervening Event, if prior to taking such action: (w) the Company Board determines in good faith, after consultation with outside legal counsel and its financial advisors, that the failure to take such action would be reasonably expected to be inconsistent with the Company Board’s fiduciary duties under applicable Law; ; (iix) the Company shall have given Parent at least five four (54) business daysBusiness Days’ prior written notice of its intention (the “Intervening Event Notice Period”) to Parent that the Company has determined an Intervening Event has occurred or arisen (which notice will reasonably describe such Intervening Event) and that the Company intends to effect an Adverse a Recommendation Change; (y) the Company and its Representatives during the Intervening Event Notice Period, negotiate with Parent in good faith (to the extent Parent proposes in good faith to negotiate) to make such adjustments in the terms and conditions of this Agreement, if proposed by Parent in good faith and in its sole discretion, such that the failure of the Company Board not to make a Recommendation Change with respect to such Intervening Event would no longer be reasonably expected to be inconsistent with the Company Board’s fiduciary duties under applicable Law; and (z) the Company Board, after taking into account any adjustments made by Parent during the Intervening Event Notice Period in the terms and conditions of this Agreement, determines in good faith, after consulting with its outside legal counsel and financial advisors and, that the failure to make a Recommendation Change with respect to such Intervening Event would be reasonably expected to be inconsistent with the Company Board’s fiduciary duties under applicable Law; and iv. the Company Board may make a Recommendation Change or terminate this Agreement pursuant to Section 8.1(f7.01(d)(ii) to enter into a definitive Acquisition Agreement (a “Superior Proposal Termination”), in each case, with respect to a bona fide, written Acquisition Proposal that did not result from a breach of this Section 5.03 and that the Company Board determines in good faith, after consultation with outside legal counsel and its financial advisor, would constitute a Superior Proposal; provided that immediately prior to or substantially concurrently with such a termination, the Company pays the Termination Fee payable pursuant to Section 7.03(a) and enters into such definitive Acquisition Agreement substantially concurrently therewith or promptly thereafter. d. The Company (and the Company Board, the Company’s Affiliates and the Company’s Representatives) shall be entitled to take action pursuant to Section 5.03(c) only if (i) in all circumstances referred to in Section 5.03(c), the Company Board determines in good faith, after consultation with outside legal counsel and its financial advisor, that the failure to take the relevant action would be reasonably expected to be inconsistent with its fiduciary duties under the applicable Law and (ii) in all circumstances referred to in Section 5.03(c)(iv), in addition to complying with clause (i) of this Section 5.03(d), prior to making any Recommendation Change or effecting any Superior Proposal Termination, (A) the Company shall notify Parent in writing at least three (3) Business Days prior to making such Recommendation Change (other than in respect of an Intervening Event) or effecting such Superior Proposal Termination of its intention to effect such Recommendation Change or Superior Proposal Termination (which notice shall specify in reasonable detail include the basis for the Adverse Recommendation Change or termination material terms and conditions of such Superior Proposal, the identity of the party Third Party making such Superior Proposal Proposal, and the material terms thereof and include copies a copy of the current drafts most recent draft of all any written agreement, proposal or other document relating thereto; provided that in the event of any material agreements between amendment to the Company and the party making terms of such Superior Proposal that relate to such Superior Proposal (it being understood and agreed that such notice or the public disclosure by the Company of such notice shall not in and of itself constitute an Adverse Recommendation Change provided that such public disclosure is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation); (iii) Proposal, the Company shall have negotiatedbe required to deliver a new written notice to Parent and comply again with the provisions of this Section 5.03(d) (except that the deadline for such new written notice shall be revised to be two (2) Business Days)), and (B) during the applicable notice period contemplated by clause (A), the Company shall have caused its Representatives to negotiate, negotiate with Parent in good faith with Parent during such notice period, (to the extent Parent wishes proposes in good faith to negotiate; and ) to make such adjustments to the terms and conditions of this Agreement such as would cause the Acquisition Proposal to cease to be a Superior Proposal, and (ivC) following at the end of such notice period, the Company Board of Directors shall have considered Board, taking into consideration in good faith any proposed revisions changes to this Agreement proposed by Parent (or as to other proposals made offered by Parent), and shall have determineddetermines in good faith, after consultation with its outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation that such Superior Acquisition Proposal would continue continues to constitute a Superior Proposal. e. In addition to the obligations of the Company set forth in Section 5.03(a) and Section 5.03(b), the Company shall promptly, and in any event within twenty-four (24) hours of receipt thereof, (i) advise Parent of any Acquisition Proposal even if such revisions were or any proposal or offer or request for nonpublic information from or any discussions or negotiations that are sought to be given effect; providedinitiated or continued with the Company, the Company Board, or the Company’s Representatives that would reasonably be expected to lead to an Acquisition Proposal, (ii) provide Parent a copy of (or, if oral, a summary of the material terms and conditions of) any such Acquisition Proposal and related documentation (including any changes thereto) and the identity of the Person making any such Acquisition Proposal or requesting information or discussions. The Company shall (A) keep Parent reasonably informed on a reasonably prompt basis (and in any event within twenty-four (24) hours) of the event of status and details (including any material change to the material terms thereof) of such Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (ii) above and the notice period shall have recommenced (in which case such notice period shall be for three (3) business days instead of five (5) business days); and provided, further, that any purported termination of this Agreement pursuant to matters contemplated by this Section 5.3(e) shall be void and of no force and effect, unless the Company termination is in accordance with Section 8.1(f) and the Company pays Parent the Company Termination Payment in accordance with Section 8.2(b) prior to or concurrently with such termination. (f) Notwithstanding anything to the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may, and prior to the time of the Parent Stockholder Approval is obtained, but not after, the Parent Board of Directors may, make an Adverse Recommendation Change if: (i) a material favorable development or change in circumstances occurs for such Party after the date of this Agreement that (A) is not related to any Competing Proposal or Parent Acquisition Transaction, as applicable, (B) relates to the business, properties, assets, or prospects of the Party proposing to make an Adverse Recommendation Change pursuant to this Section 5.3(f5.03(e), and (CB) was neither known by nor provide to Parent on a reasonably foreseeable prompt basis (and in any event within twenty-four (24) hours) after receipt or delivery thereof copies of all material correspondence and other written material exchanged between the Company or any of its Affiliates and any Person that describes any of the terms or conditions of any Acquisition Proposal (or, if communications are oral, provide to Parent a summary of the material terms and conditions of any Acquisition Proposal). f. Nothing contained in this Section 5.03 shall be deemed to prohibit the Company or the Company Board or Parent Board, as applicable, as of the date of this Agreement (an “Intervening Event”); (ii) the Company Board of Directors or Parent Board of Directors, as applicable, shall have determined in good faith, after consultation any committee thereof from complying with its independent financial advisors and outside legal counseldisclosure obligations under the ASX Listing Rules with regard to an Acquisition Proposal. For the avoidance of doubt, that, as a result of complying with such Intervening Event, failure to take obligations or making such disclosure shall not in any way limit or modify the effect that any such action would be reasonably likely to be inconsistent with the directors’ duties has under applicable Law; (iii) the Company or Parentthis Agreement, as applicable, shall have given the other Party at least five (5) business days’ prior written notice of its intention to effect an Adverse Recommendation Change pursuant to Section 5.3(f)(i) (which notice shall specify in reasonable detail the basis for the Adverse Recommendation Change); (iv) the Company or Parent, as applicable, shall have negotiated, and shall have caused its Representatives to negotiate, in good faith with the other Party and its Representatives during such notice period, to the extent such other Party wishes to negotiate; and (v) following the end of such notice period, the Company Board of Directors or Parent Board of Directors, as applicable, shall have considered in good faith any proposed revisions to this Agreement proposed by the other Party (or as to other proposals made by the other Party), and shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to make such Adverse Recommendation Change would be reasonably likely to be inconsistent with the directors’ duties under applicable Law even if such revisions were to be given effect. (g) Nothing in this Section 5.3 shall prohibit the Company Board of Directors from: (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, if failure to do so would violate applicable Law, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any other disclosure required under applicable Law, in any such case, if the Company Board of Directors has determined in good faith, after consultation with legal counsel, that the failure to do so would create a material risk of a breach by the Company Board of Directors of its duties; provided, that any disclosures (other than those made pursuant to clause (ii) of this Section 5.3(g)) that are not an express rejection of any applicable Competing Proposal or an express reaffirmation of the Company Board Recommendation shall be considered in determining including whether there has been an Adverse a Recommendation Change. (h) The Company acknowledges and agrees that any violation of the restrictions set forth in this Section 5.3 by any Subsidiary of the Company or the Representatives of the Company or any Subsidiary of the Company acting at the direction of the Company or any Company Subsidiary shall be deemed to be a breach of this Section 5.3 by the Company. (i) As used in this Agreement, “Competing Proposal” shall mean any proposal or offer from any Person (other than Parent and its Subsidiaries) or “group”, within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (i) acquisition of assets of the Company and its Subsidiaries equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (ii) acquisition of 20% or more of the outstanding shares of Company Common Stock, (iii) tender offer or exchange offer that if consummated would result in such Person or “group” acquiring beneficial ownership of 20% or more of the outstanding shares of Company Common Stock, (iv) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any Company Subsidiary that if consummated would result in Persons other the holders of Company Parent Common Stock immediately prior to such transaction owning more than 20% of the outstanding Company Common Stock or stock of the ultimate parent entity immediately following such transaction or (v) any combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, consolidated revenues or earnings and Company Common Stock involved is 20% or more, in each case, other than the Transactions.

No Solicitation; Change in Recommendation. (a) Except as otherwise expressly provided in permitted by this Section 5.36.5, during from the Interim Perioddate of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VIII, the Company shall not, and shall cause direct each of its Subsidiaries not to, and shall use its reasonable best efforts to cause each of its and their respective Representatives not to, directly or indirectly, (i) solicit, initiateinitiate or knowingly facilitate or encourage (including by way of furnishing non-public information other than in the ordinary course of business) any inquiries regarding, knowingly encourage or facilitate any inquiry 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, a Competing Takeover Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding any proposal a Takeover Proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal, or furnish to any other Person information or afford to any other Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries, in each case, in connection with, or for the purpose of knowingly facilitating or assisting, a Competing Proposal, (iii) enter into any Contract (including any letter of intent agreement or agreement in principle) principle with respect to a Competing Proposal (each, a “Company Acquisition Agreement”), (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute (provided, that notwithstanding anything contained herein to the contrary, the Company may waive any provision that prohibits a confidential proposal being made to the Company Board of Directors (directly or indirectly through the Company’s Representatives)), or (v) agree or publicly propose to do any of the foregoing. (b) Promptly following the execution of this Agreement, the Proposal. The Company shall, and shall cause each of its Subsidiaries and use reasonable best efforts to cause its and direct each of their respective Representatives to, immediately cease any solicitation, 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 a Competing any Takeover Proposal. The Company shall not release any Person from, use reasonable best efforts or waive any provision of, and shall, to the extent possible, promptly take such reasonable action as is all steps necessary to enforce terminate any such waiver previously granted with respect to, any confidentiality or standstill or provisions of similar effect agreement to which the Company or a Company Subsidiary it is a party party. The Company shall promptly request each Person that has executed a confidentiality agreement that remains in effect as of the date of this Agreement in connection with such Person’s consideration of any Takeover Proposal to return (or of which the Company or a Company Subsidiary is a beneficiary, and use reasonable best efforts to cause any such Person to promptly return and/or destroy all confidential information concerning the Company and the Company’s Subsidiaries to the extent permitted pursuant by the applicable confidentiality agreement, destroy) all information required to a be returned (or, if applicable, destroyed) by such Person under the terms of such Person’s confidentiality agreement with any the Company and, if requested by Parent, to enforce such Persons that was provided in connection with a Competing ProposalPerson’s obligation to do so. (cb) Notwithstanding anything to the contrary contained hereinin Section 6.5(a), if (i) at any time on or after the date hereof of this Agreement and prior until the purchase of Shares by Merger Sub pursuant to obtaining the Company Stockholder ApprovalOffer, the Company or any of its Representatives receives a written Competing an unsolicited, written, bona fide Takeover Proposal from any Person or group of Persons, which Competing Takeover Proposal was made on or after the date hereof of this Agreement and was which did not solicited in arise or result from any breach by the Company of this Section 5.3 and 6.5, (iii) the Company Board of Directors determines in good faith, after consultation with outside legal counsel and an independent financial advisor of national reputation, that such Competing Proposal constitutes or is reasonably expected to lead to a Superior Proposal, then the Company and its Representatives may (A) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the contact such Person or group of Persons who has made such Competing Proposal, provided, that the Company shall promptly provide to Parent any material non-public information concerning the Company or any of its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent or its Representatives, and (B) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal. The Company shall promptly (and in any event, within twenty-four (24) hours) notify Parent and Merger Sub after it or any of its Subsidiaries or any of their respective Representatives has received a Competing Proposal or the initial request for non-public information concerning the Company or any Company Subsidiary. Such notice to Parent shall indicate the identity of the Person making such request and include the material terms and conditions of such Competing Proposal. (d) Following the date hereof, the Company shall keep Parent reasonably informed on a reasonably current basis of any material developments, discussions or negotiations regarding any Competing Proposal (whether made before or after the date hereof) and upon the request of Parent shall apprise Parent of the status of such Competing Proposal. The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to Parent in accordance with this Section 5.3. (e) Except as expressly permitted by this Section 5.3(e) with respect to the Company or Section 5.3(f) with respect to the Company and Parent, the Company Board of Directors, the Parent Board of Directors and any of their respective committees shall not (i) (A) fail to recommend to their respective stockholders that the Company Stockholder Approval or Parent Stockholder Approval, as applicable, be given or fail to include the Company Board Recommendation or Parent Board Recommendation, as applicable, in the Joint Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or, in a manner adverse to the other Party, modify, the Company Board Recommendation or Parent Board Recommendation, as applicable, (C) adopt, approve or recommend, or publicly propose to approve or recommend to the stockholders of the Company a Competing Proposal or (D) fail to recommend against any pending tender or exchange offer that constitutes a Competing Proposal within ten (10) business days after it is launched (it being understood and agreed that the Company stating that it is continuing to negotiate with the Person that made such Competing Proposal shall not in of itself constitute an Adverse Recommendation Change, provided that the such statement is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation and is reaffirming the Company Board Recommendation) (each of the actions described in this clause (i) being referred to as an “Adverse Recommendation Change”), (ii) authorize, cause or permit the Company or any of its Subsidiaries to enter into any Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) or (iii) take any action pursuant to Section 8.1(f). Notwithstanding anything to the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may make an Adverse Recommendation Change and terminate this Agreement pursuant to Section 8.1(f) and enter into a Company Acquisition Agreement with respect to a Competing Proposal, if and only if, the Company receives a Competing Proposal that was not solicited in breach by the Company of this Section 5.3 and that the Company Board of Directors determines in good faith, after consultation with outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation, constitutes a Superior Proposal; provided, that in order to make an Adverse Recommendation Change or terminate this Agreement to enter into a Company Acquisition Agreement with respect to a Superior Proposal: (i) the Company Board of Directors shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law; (ii) the Company shall have given Parent at least five (5) business days’ prior written notice of its intention to effect an Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(f), which notice shall specify in reasonable detail the basis for the Adverse Recommendation Change or termination and the identity of the party making such Superior Proposal and the material terms thereof and include copies of the current drafts of all material agreements between the Company and the party making such Superior Proposal that relate to such Superior Proposal (it being understood and agreed that such notice or the public disclosure by the Company of such notice shall not in and of itself constitute an Adverse Recommendation Change provided that such public disclosure is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation); (iii) the Company shall have negotiated, and shall have caused its Representatives to negotiate, in good faith with Parent during such notice period, to the extent Parent wishes to negotiate; and (iv) following the end of such notice period, the Company Board of Directors shall have considered in good faith any proposed revisions to this Agreement proposed by Parent (or as to other proposals made by Parent), and shall have determined, after consultation with its outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation that such Superior Proposal would continue to constitute a Superior Proposal even if such revisions were to be given effect; provided, that in the event of any material change to the material terms of such Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (ii) above and the notice period shall have recommenced (in which case such notice period shall be for three (3) business days instead of five (5) business days); and provided, further, that any purported termination of this Agreement pursuant to this Section 5.3(e) shall be void and of no force and effect, unless the Company termination is in accordance with Section 8.1(f) and the Company pays Parent the Company Termination Payment in accordance with Section 8.2(b) prior to or concurrently with such termination. (f) Notwithstanding anything to the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may, and prior to the time of the Parent Stockholder Approval is obtained, but not after, the Parent Board of Directors may, make an Adverse Recommendation Change if: (i) a material favorable development or change in circumstances occurs for such Party after the date of this Agreement that (A) is not related to any Competing Proposal or Parent Acquisition Transaction, as applicable, (B) relates to the business, properties, assets, or prospects of the Party proposing to make an Adverse Recommendation Change pursuant to this Section 5.3(f), and (C) was neither known by nor reasonably foreseeable to the Company Board or Parent Board, as applicable, as of the date of this Agreement (an “Intervening Event”); (ii) the Company Board of Directors or Parent Board of Directors, as applicable, shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law; (iii) the Company or Parent, as applicable, shall have given the other Party at least five (5) business days’ prior written notice of its intention to effect an Adverse Recommendation Change pursuant to Section 5.3(f)(i) (which notice shall specify in reasonable detail the basis for the Adverse Recommendation Change); (iv) the Company or Parent, as applicable, shall have negotiated, and shall have caused its Representatives to negotiate, in good faith with the other Party and its Representatives during such notice period, to the extent such other Party wishes to negotiate; and (v) following the end of such notice period, the Company Board of Directors or Parent Board of Directors, as applicable, shall have considered in good faith any proposed revisions to this Agreement proposed by the other Party (or as to other proposals made by the other Party), and shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to make such Adverse Recommendation Change would be reasonably likely to be inconsistent with the directors’ duties under applicable Law even if such revisions were to be given effect. (g) Nothing in this Section 5.3 shall prohibit the Company Board of Directors from: (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, if failure to do so would violate applicable Law, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any other disclosure required under applicable Law, in any such case, if the Company Board of Directors has determined in good faith, after consultation with legal counsel, that the failure to do so would create a material risk of a breach by the Company Board of Directors of its duties; provided, that any disclosures (other than those made pursuant to clause (ii) of this Section 5.3(g)) that are not an express rejection of any applicable Competing Proposal or an express reaffirmation of the Company Board Recommendation shall be considered in determining whether there has been an Adverse Recommendation Change. (h) The Company acknowledges and agrees that any violation of the restrictions set forth in this Section 5.3 by any Subsidiary of the Company or the Representatives of the Company or any Subsidiary of the Company acting at the direction of the Company or any Company Subsidiary shall be deemed to be a breach of this Section 5.3 by the Company. (i) As used in this Agreement, “Competing Proposal” shall mean any proposal or offer from any Person (other than Parent and its Subsidiaries) or “group”, within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (i) acquisition of assets of the Company and its Subsidiaries equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (ii) acquisition of 20% or more of the outstanding shares of Company Common Stock, (iii) tender offer or exchange offer that if consummated would result in such Person or “group” acquiring beneficial ownership of 20% or more of the outstanding shares of Company Common Stock, (iv) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any Company Subsidiary that if consummated would result in Persons other the holders of Company Parent Common Stock immediately prior to such transaction owning more than 20% of the outstanding Company Common Stock or stock of the ultimate parent entity immediately following such transaction or (v) any combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, consolidated revenues or earnings and Company Common Stock involved is 20% or more, in each case, other than the Transactions.of

No Solicitation; Change in Recommendation. (a) Except as otherwise expressly provided Seller shall, and shall cause each of its Subsidiaries and their respective Representatives to immediately (i) cease and terminate any solicitation, encouragement, discussions or negotiations with any Persons with respect to an Acquisition Proposal or a potential Acquisition Proposal, (ii) terminate access to any physical or electronic data rooms related to a possible Acquisition Proposal (other than a data room utilized solely by Buyer, its Affiliates and their respective Representatives and not any third Person) and (iii) request that any such Person and its Representatives promptly return or destroy all confidential information concerning Seller and its Subsidiaries theretofore furnished thereto by or on behalf of Seller or any of its Subsidiaries, and destroy all analyses and other materials prepared by or on behalf of such Person that contain, reflect or analyze such information, in this Section 5.3each case, during in accordance with the Interim Periodapplicable confidentiality agreement between Seller or any of its Affiliates, on one hand, and such Person, on the other hand. Until the Closing Date or, if earlier, the Company termination of this Agreement in accordance with Article IX, Seller shall not, and shall cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (iA) solicit, initiate, knowingly facilitate or knowingly encourage or facilitate (including by way of furnishing non-public information) any inquiry inquiries regarding, or the making or announcement of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing an Acquisition Proposal, (iiB) conduct or engage in, enter into, continue or otherwise participate in any discussions or negotiations regarding any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposalwith, or furnish to any other Person information or afford data to, any Person that is seeking to any other Person access to the businessmake, properties, assets has made or personnel of the Company is considering making an Acquisition Proposal or any of its Subsidiaries, in each case, otherwise take such actions in connection with, with or for the purpose of knowingly encouraging or knowingly facilitating or assisting, a Competing an Acquisition Proposal, (iiiC) approve, endorse or recommend any Acquisition Proposal or (D) enter into any Contract Seller Acquisition Agreement (including any letter of intent or agreement in principleas defined below) with respect to a Competing an Acquisition Proposal (each, a “Company Acquisition Agreement”including any confidentiality agreement), (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or any Takeover Statute (provided, that notwithstanding anything contained herein to the contrary, the Company may waive any provision that prohibits a confidential proposal being made to the Company Board of Directors (directly or indirectly through the Company’s Representatives)), or (v) agree or publicly propose to do any of the foregoing. (b) Promptly following the execution of this Agreement, the Company shall, and shall cause each of its Subsidiaries and use reasonable best efforts to cause its and their respective Representatives to, immediately cease any solicitation, discussions or negotiations with any Persons with respect to a Competing Proposal, use reasonable best efforts to take such reasonable action as is necessary to enforce any confidentiality or standstill or provisions of similar effect to which the Company or a Company Subsidiary is a party or of which the Company or a Company Subsidiary is a beneficiary, and use reasonable best efforts to cause any such Person to promptly return and/or destroy all confidential information concerning the Company and the Company’s Subsidiaries to the extent permitted pursuant to a confidentiality agreement with any such Persons that was provided in connection with a Competing Proposal. (c) Notwithstanding anything to the contrary contained herein, if (i) at any time on or after the date hereof and prior to obtaining the Company Stockholder Approval, the Company or any of its Representatives receives a written Competing Proposal from any Person or group of Persons, which Competing Proposal was made on or after the date hereof and was not solicited in breach by the Company of this Section 5.3 and (ii) the Company Board of Directors determines in good faith, after consultation with outside legal counsel and an independent financial advisor of national reputation, that such Competing Proposal constitutes or is reasonably expected to lead to a Superior Proposal, then the Company and its Representatives may (A) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Competing Proposal, provided, that the Company shall promptly provide to Parent any material non-public information concerning the Company or any of its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent or its Representatives, and (B) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Competing Proposal. The Company shall promptly (and in any event, within twenty-four (24) hours) notify Parent and Merger Sub after it or any of its Subsidiaries or any of their respective Representatives has received a Competing Proposal or the initial request for non-public information concerning the Company or any Company Subsidiary. Such notice to Parent shall indicate the identity of the Person making such request and include the material terms and conditions of such Competing Proposal. (d) Following the date hereof, the Company shall keep Parent reasonably informed on a reasonably current basis of any material developments, discussions or negotiations regarding any Competing Proposal (whether made before or after the date hereof) and upon the request of Parent shall apprise Parent of the status of such Competing Proposal. The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to Parent in accordance with this Section 5.3. (e) Except as expressly permitted by this Section 5.3(e) with respect to 6.16(c), neither the Company or Section 5.3(f) with respect to the Company and Parent, the Company Board board of Directors, the Parent Board directors of Directors and Seller nor any of their respective committees committee thereof shall not (i) (A) fail take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer (other than a temporary “stop, look and listen” communication by the board of directors of Seller pursuant to recommend to their respective stockholders that Rule 14d-9(f) of the Company Stockholder Approval Exchange Act, or Parent Stockholder Approval, as applicable, be given an express rejection of such tender offer or fail to include the Company Board Recommendation or Parent Board Recommendation, as applicable, in the Joint Proxy Statementexchange offer), (B) change, qualify, withhold, withdraw fail to recommend against acceptance of any tender offer or modify, or publicly propose to change, qualify, withhold, withdraw or, in a manner adverse to exchange offer within ten (10) Business Days of the other Party, modify, the Company Board Recommendation or Parent Board Recommendation, as applicablecommencement of such offer, (C) adopt, approve approve, endorse or recommend, or publicly propose to approve or recommend to the stockholders of the Company a Competing Seller an Acquisition Proposal or (D) fail agree to recommend against take any pending tender or exchange offer that constitutes a Competing Proposal within ten (10) business days after it is launched (it being understood and agreed that the Company stating that it is continuing to negotiate with the Person that made such Competing Proposal shall not in of itself constitute an Adverse Recommendation Change, provided that the such statement is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation and is reaffirming the Company Board Recommendation) (each of the foregoing actions (actions described in this clause (i) being referred to as an a “Seller Adverse Recommendation Change”), (ii) authorize, cause or permit the Company Seller or any of its Subsidiaries to enter into any Company letter of intent, agreement or agreement in principle, memorandum of understanding, or other similar agreement relating to or providing for any Acquisition Agreement Proposal or an acquisition agreement, merger agreement or similar definitive agreement providing for or with respect to any Acquisition Proposal (other than an Acceptable Confidentiality each, a “Seller Acquisition Agreement”), (iii) grant any waiver, amendment or release under any standstill or similar agreement with respect to any class of Equity Interests of Seller or any of its Subsidiaries, any confidentiality agreement or Takeover Statute or (iiiiv) take any action pursuant to Section 8.1(f9.01(f). . (c) Notwithstanding anything to the contrary hereinherein the board of directors of Seller may, prior to in each case so long as Seller has complied in all material respects with the time the Company Stockholder Approval is obtainedrequirements of and not breached in any material respect this Section 6.16, but not after, the Company Board of Directors may (A) make an a Seller Adverse Recommendation Change and in response to an Intervening Event or Superior Proposal and/or (B) terminate this Agreement pursuant to Section 8.1(f9.01(f) and to enter into a Company Seller Acquisition Agreement with respect to a Competing Superior Proposal, in each case, if and only if, prior to taking of the Company receives action in either clause (A) or (B), the board of directors of Seller or a Competing Proposal that was not solicited in breach by the Company of this Section 5.3 and that the Company Board of Directors determines duly authorized committee thereof concludes in good faith, after consultation with outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation, constitutes a Superior Proposal; provided, that in order to make an Adverse Recommendation Change or terminate this Agreement to enter into a Company Acquisition Agreement with respect to a Superior Proposal: (i) the Company Board of Directors shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, (x) that failure to take such action would be reasonably likely expected to be inconsistent with the directors’ fiduciary duties under applicable Law; Law and (iiy) that, if applicable, such Acquisition Proposal constitutes a Superior Proposal; provided, further, that, prior to taking the action in either clause (A) or (B) above, (i) the Company shall have board of directors of Seller has given Parent Buyer at least five (5) business daysBusiness Days’ prior written notice (such period, the “Notice Period” and any such notice with respect to a Superior Proposal, the “Initial Superior Proposal Notice”) of its intention to effect an Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(f), take such action (which notice shall specify in reasonable detail the basis for the Adverse Recommendation Change or termination and the identity include, as applicable, a reasonably detailed written summary of the party making such Intervening Event or unredacted copies of the Superior Proposal and any material transaction agreements and financing commitments (provided that such financing commitments may include customary redactions) and a written summary of the material terms thereof and include copies of the current drafts of all material agreements between the Company and the party making such any Superior Proposal that relate to not made in writing, including any financing commitments relating thereto), (ii) after providing such Superior Proposal (it being understood and agreed that such notice or the public disclosure by the Company of such notice shall not in and of itself constitute an Adverse Recommendation Change provided that such public disclosure is accompanied by an express statement that the Company Board of Directors has not as of such time changed the Company Board Recommendation); (iii) the Company notice, Seller shall have negotiated, and shall have caused its Representatives to negotiate, with Buyer in good faith with Parent during such notice period, (to the extent Parent wishes Buyer desires to negotiate; and ) during the Notice Period to make such adjustments in the terms and conditions of this Agreement and the Financing as would permit the board of directors of Seller not to take such action, and (iviii) following the end of such notice periodthe Notice Period, the Company Board board of Directors shall have considered in good faith any proposed revisions to this Agreement proposed by Parent (directors of Seller or as to other proposals made by Parent), and shall have determined, after consultation with its outside legal counsel and after obtaining and taking into account the advice of the Company’s independent financial advisor of national reputation that such Superior Proposal would continue to constitute a Superior Proposal even if such revisions were to be given effect; provided, that in the event of any material change to the material terms of such Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (ii) above and the notice period shall have recommenced (in which case such notice period shall be for three (3) business days instead of five (5) business days); and provided, further, that any purported termination of this Agreement pursuant to this Section 5.3(e) shall be void and of no force and effect, unless the Company termination is in accordance with Section 8.1(f) and the Company pays Parent the Company Termination Payment in accordance with Section 8.2(b) prior to or concurrently with such termination. (f) Notwithstanding anything to the contrary herein, prior to the time the Company Stockholder Approval is obtained, but not after, the Company Board of Directors may, and prior to the time of the Parent Stockholder Approval is obtained, but not after, the Parent Board of Directors may, make an Adverse Recommendation Change if: (i) a material favorable development or change in circumstances occurs for such Party after the date of this Agreement that (A) is not related to any Competing Proposal or Parent Acquisition Transaction, as applicable, (B) relates to the business, properties, assets, or prospects of the Party proposing to make an Adverse Recommendation Change pursuant to this Section 5.3(f), and (C) was neither known by nor reasonably foreseeable to the Company Board or Parent Board, as applicable, as of the date of this Agreement (an “Intervening Event”); (ii) the Company Board of Directors or Parent Board of Directors, as applicable, shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law; (iii) the Company or Parent, as applicable, shall have given the other Party at least five (5) business days’ prior written notice of its intention to effect an Adverse Recommendation Change pursuant to Section 5.3(f)(i) (which notice shall specify in reasonable detail the basis for the Adverse Recommendation Change); (iv) the Company or Parent, as applicable, shall have negotiated, and shall have caused its Representatives to negotiate, in good faith with the other Party and its Representatives during such notice period, to the extent such other Party wishes to negotiate; and (v) following the end of such notice period, the Company Board of Directors or Parent Board of Directors, as applicableduly authorized committee thereof, shall have considered in good faith any proposed revisions to this Agreement and the Financing proposed in writing by the other Party (or as to other proposals made by the other Party)Buyer, and shall have determined in good faithdetermined, after consultation with its independent financial advisors and outside legal counsel, that, as a result of such Intervening Event, that failure to make take such Adverse Recommendation Change would actions continues to be reasonably likely expected to be inconsistent with the directors’ fiduciary duties under applicable Law even if such proposed revisions by Buyer to this Agreement and the Financing were to be given effect. (gd) Nothing From and after the date hereof, Seller shall notify Buyer as promptly as reasonably practicable (but in this Section 5.3 shall prohibit any event within twenty-four (24) hours) in the Company Board of Directors from: event that (i) taking and disclosing Seller, its Subsidiaries, Affiliates or any of their respective Representatives receives (A) an Acquisition Proposal or any amendment thereto or (B) any request for discussions or negotiations, any request for access to the stockholders properties or Books and Records of Seller or any of its Subsidiaries of which Buyer or any of its Representatives is or has become aware, or any request for information relating to Seller or any of its Subsidiaries, in each case, by any Person that could reasonably be expected to be considering making an Acquisition Proposal or (ii) Seller enters into any confidentiality agreement (which notice shall include a copy of such confidentiality agreement). Such notice to Buyer shall indicate the identity of the Company Person or group of Persons making such Acquisition Proposal or amendment thereto and provide (x) an unredacted copy of such written Acquisition Proposal or amendment thereto (including, in each case, financing commitments with customary redaction) and any material transaction documents, and (y) with respect to any Acquisition Proposal or amendment thereto not made in writing, a position written summary of the material terms and conditions of each such Acquisition Proposal or amendment thereto. Seller shall keep Buyer informed, on a reasonably current basis (and, in any event within twenty-four (24) hours of Seller’s knowledge of any such event) of any material developments, discussions or negotiations regarding any Acquisition Proposals, or material changes to the terms of any such Acquisition Proposal or any amendment thereto (including copies of any written proposed agreements). Seller hereby agrees that it shall not, and shall not permit its Subsidiaries to, enter into any Contract that prohibits or restricts it from providing to Buyer the information contemplated by Rule 14e-2(a)this Section 6.16(d) or from complying with the other provisions of this Section 6.16. (e) Nothing contained in this Agreement shall prevent Seller or the board of directors of Seller from complying with Rules 14a-9, Rule 14d-9 or and 14e-2 under the Exchange Act and Item 1012(a) of Regulation M-A promulgated under the Exchange Act, if failure Act with respect to do so would violate applicable Law, (ii) making any an Acquisition Proposal or from issuing a “stop, look and listen” communication statement pending disclosure of its position thereunder or making any required disclosure to the CompanySeller’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any other disclosure required under applicable Lawif, in any such case, if the Company Board good faith judgment of Directors has determined in good faiththe board of directors of Seller, after consultation with its outside legal counsel, that the failure to do so would create a material risk be inconsistent with its fiduciary duties to stockholders under applicable Law or such disclosure is otherwise required under applicable Law. For the avoidance of a breach by doubt, complying with such obligations or making such disclosure shall not in any way limit or modify the Company Board of Directors of its duties; provided, effect that any disclosures such action has under this Agreement (other than those made pursuant to clause (ii) of this Section 5.3(g)) that are not an express rejection of any applicable Competing Proposal or an express reaffirmation of the Company Board Recommendation shall be considered in determining including whether there has been an such action constitutes a Seller Adverse Recommendation Change). (h) The Company acknowledges and agrees that any violation of the restrictions set forth in this Section 5.3 by any Subsidiary of the Company or the Representatives of the Company or any Subsidiary of the Company acting at the direction of the Company or any Company Subsidiary shall be deemed to be a breach of this Section 5.3 by the Company. (i) As used in this Agreement, “Competing Proposal” shall mean any proposal or offer from any Person (other than Parent and its Subsidiaries) or “group”, within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (i) acquisition of assets of the Company and its Subsidiaries equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (ii) acquisition of 20% or more of the outstanding shares of Company Common Stock, (iii) tender offer or exchange offer that if consummated would result in such Person or “group” acquiring beneficial ownership of 20% or more of the outstanding shares of Company Common Stock, (iv) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any Company Subsidiary that if consummated would result in Persons other the holders of Company Parent Common Stock immediately prior to such transaction owning more than 20% of the outstanding Company Common Stock or stock of the ultimate parent entity immediately following such transaction or (v) any combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, consolidated revenues or earnings and Company Common Stock involved is 20% or more, in each case, other than the Transactions.