Common use of No Solicitation, Etc Clause in Contracts

No Solicitation, Etc. (1) Until the termination of this Agreement, the Company and its Subsidiaries shall not, directly or indirectly, whether through any officer, director, employee, representative, agent or advisor (including any attorney, accountant, consultants, banker or financial advisor) of the Company or any of its Subsidiaries or otherwise, (i) solicit, initiate, encourage or facilitate the initiation of any inquiries or proposals regarding any merger, sale of substantial assets, sale of shares of capital stock (including without limitation by way of a tender offer), liquidation, recapitalization, consolidation or other business combination involving the Company or its Subsidiaries or acquisition or exchange of any capital stock or any material portion of the assets (except for acquisitions of assets in the ordinary course of business consistent with past practice) of the Company or its Subsidiaries, or any combination of the foregoing or similar transactions involving the Company or any Subsidiaries of the Company other than the Merger (any of the foregoing inquiries or proposals being referred to herein as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide or disclose any nonpublic information to any Person relating to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated hereby, or (iv) agree to, approve or recommend any Acquisition Proposal; provided, however, that nothing contained in this Section 5.2(a) shall prevent the Board of Directors of the Company from considering, negotiating, approving and recommending to the stockholders of the Company a bona fide Acquisition Proposal which is received by the Company after the date and is not solicited in violation of this Agreement, if such a proposal is, in the opinion of the Company's Board of Directors, more favorable to the Company's stockholders than the transactions contemplated by this Agreement, and the Board of Directors of the Company determines in good faith (upon advice of outside legal counsel) that it is required to do so in order not to violate its fiduciary duties. (2) The Company shall promptly notify MergerCo after receipt of any Acquisition Proposal, or any modification of or amendment to any Acquisition Proposal, or any request for nonpublic information relating to the Company or any of its Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of the Company or any Subsidiary by any Person or entity that informs the Board of Directors of the Company or such Subsidiary that it is considering making, or has made, an Acquisition Proposal. Such notice to MergerCo shall be made in writing, shall identify the offeror and shall indicate whether the Company is providing or intends to provide the Person making the Acquisition Proposal with access to information concerning the Company as provided in Section 5.2(3). The Company shall also furnish to MergerCo a written summary of the material terms and conditions of the Acquisition Proposal. (3) If the Board of Directors of the Company receives a request for material nonpublic information by a person who makes a bona fide Acquisition Proposal, and the Board of Directors determines in good faith and upon the advice of independent counsel that it is required to cause the Company to act as provided in this Section 5.2(c) in order to not violate the directors' fiduciary duties, then, provided the person making the Acquisition Proposal has executed a confidentiality agreement substantially similar to the one then in effect between the Company and MergerCo, the Company may provide such person with access to information regarding the Company. (4) The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any persons (other than MergerCo) conducted heretofore with respect to any of the foregoing. The Company agrees not to release any such persons from the confidentiality provisions of any confidentiality agreement to which the Company is a party.

No Solicitation, Etc. (1a) Until From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, the Company shall not (and it will use its Subsidiaries shall notreasonable best efforts to not permit any of its officers, directors, employees, investment bankers, counsel, auditors, consultants and other agents, affiliates or advisors to) directly or indirectlyindirectly (i) solicit, engage in discussions or negotiate with any person (whether through such discussions or negotiations are initiated by the Company or otherwise) or take any officerother action intended or designed to facilitate the efforts of any person (other than Parent) relating to the possible acquisition of the Company (whether by way of merger, directorconsolidation, employeeacquisition of stock or assets or otherwise), representativeor the possible acquisition of more than 15% of the voting power of all outstanding shares of capital stock of the Company, agent or advisor any material portion of the assets of the Company (including an “Alternative Acquisition”), (ii) provide information with respect to the Company to any attorneyperson, accountantother than Parent, consultantsrelating to a possible Alternative Acquisition by any person, banker other than Parent, (iii) enter into an agreement with any person, other than Parent, providing for a possible Alternative Acquisition, (iv) grant any waiver or financial advisor) release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries Subsidiaries, or otherwise(v) make or authorize any recommendation or solicitation in support of any possible Alternative Acquisition by any person, other than by Parent. Notwithstanding the foregoing, prior to the approval of this Agreement by the holders of shares of Company Common Stock at the Special Meeting (the “Stockholder Approval Date”), the Company may, to the extent required by the fiduciary obligations of the Board, as determined in good faith by a majority of the directors of the Company after consultation with outside counsel, in response to a bona fide written proposal for an Alternative Acquisition (“Alternative Acquisition Proposal”) that was made by a person whom the Board determines, in good faith after consultation with outside counsel and an independent financial advisor, to be reasonably capable of making a Superior Proposal (as defined in Section 5.02(e)), that was not solicited by the Company and that did not otherwise result from a breach of this Section 5.02(a), (x) furnish information with respect to the Company to the person or group making such Alternative Acquisition Proposal and its representatives pursuant to a confidentiality agreement with terms relating to confidentiality no less favorable than the agreement identified in Section 5.03(b) (a copy of which shall be provided for informational purposes only to Parent) and (y) participate in discussions and negotiations with such person or group and its representatives to the extent required regarding such Alternative Acquisition Proposal. (b) Neither the Board nor any committee thereof shall (i) solicitwithdraw or modify, initiateor propose to withdraw or modify, encourage in a manner adverse to Parent or facilitate Merger Sub, the initiation of any inquiries approval or proposals regarding any merger, sale of substantial assets, sale of shares of capital stock (including without limitation recommendation by way of a tender offer), liquidation, recapitalization, consolidation or other business combination involving the Company or its Subsidiaries or acquisition or exchange of any capital stock Board or any material portion such committee of this Agreement or the Merger and (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Alternative Acquisition Proposal or approve or recommend, or propose to approve or recommend, any Alternative Acquisition Proposal. Notwithstanding the foregoing, if, prior to the Stockholder Approval Date, the Board receives a Superior Proposal and a majority of the assets (except for acquisitions of assets in the ordinary course of business consistent with past practice) directors of the Company determine in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply with their fiduciary obligations, the Board may withdraw its approval or its Subsidiaries, or any combination recommendation of the foregoing or similar transactions involving the Company or any Subsidiaries of the Company other than the Merger (any of the foregoing inquiries or proposals being referred to herein as an "Acquisition Proposal")and this Agreement and, (ii) engage in negotiations or discussions concerning, or provide or disclose any nonpublic information to any Person relating to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated hereby, or (iv) agree toconnection therewith, approve or recommend any Acquisition such Superior Proposal; provided, however, that nothing the Company shall send Parent written notice of the Board’s intent to withdraw its approval or recommendation of this Agreement and the Merger or to approve or recommend a Superior Proposal at least 24 hours prior to effecting such a change in recommendation. (c) The Company promptly (and in any event within twenty-four (24) hours) shall advise Parent orally, and shall thereafter advise Parent in writing, of any Alternative Acquisition Proposal or any inquiry with respect to or that could lead to any Alternative Acquisition Proposal, the identity of the person or group making any such Alternative Acquisition Proposal or inquiry and the material terms of any such Alternative Acquisition Proposal or inquiry, and will provide Parent with such information as is reasonably necessary to keep Parent reasonably informed with respect to any current developments regarding any such Alternative Acquisition Proposal. (d) Nothing contained in this Section 5.2(a) 5.02 shall prevent the Board of Directors of prohibit the Company from considering, negotiating, approving and recommending making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company a bona fide Acquisition Proposal which is received by the Company Board, after the date and is not solicited in violation consultation with outside counsel, failure so to disclose could reasonably be expected to be inconsistent with its obligations under applicable law. (e) For purposes of this Agreement, if such “Superior Proposal” means any unsolicited bona fide proposal made by a proposal is, in third party to acquire all or substantially all the opinion equity securities of the Company or all or substantially all of the assets of the Company's Board , or other transaction involving a tender or exchange offer, a merger, a consolidation, a liquidation or dissolution, a recapitalization or a joint venture, in each such case involving a substantial portion of Directors, more favorable to the assets or equity securities of the Company's stockholders than , (i) on terms that a majority of the transactions contemplated by this Agreement, and the Board of Directors directors of the Company determines in its good faith (upon advice of outside legal counsel) that it is required to do so in order not to violate its fiduciary duties. (2) The Company shall promptly notify MergerCo judgment after receipt of any Acquisition Proposal, or any modification of or amendment to any Acquisition Proposal, or any request for nonpublic information relating to the Company or any of its Subsidiaries in connection consultation with an Acquisition Proposal or independent financial adviser to represent superior value for access to the propertiesholders of shares of Company Common Stock than the Merger, books or records of taking into account all the Company or any Subsidiary by any Person or entity that informs the Board of Directors of the Company or such Subsidiary that it is considering making, or has made, an Acquisition Proposal. Such notice to MergerCo shall be made in writing, shall identify the offeror and shall indicate whether the Company is providing or intends to provide the Person making the Acquisition Proposal with access to information concerning the Company as provided in Section 5.2(3). The Company shall also furnish to MergerCo a written summary of the material terms and conditions of such proposal and this Agreement (including any proposal by Parent to amend the Acquisition Proposal. (3) If the Board terms of Directors of the Company receives a request for material nonpublic information by a person who makes a bona fide Acquisition Proposal, this Agreement and the Board Merger) and (ii) that is reasonably capable of Directors determines in good faith being completed, taking into account all financial, regulatory, legal and upon the advice other aspects of independent counsel that it is required to cause the Company to act as provided in this Section 5.2(c) in order to not violate the directors' fiduciary duties, then, provided the person making the Acquisition Proposal has executed a confidentiality agreement substantially similar to the one then in effect between the Company and MergerCo, the Company may provide such person with access to information regarding the Companyproposal. (4) The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any persons (other than MergerCo) conducted heretofore with respect to any of the foregoing. The Company agrees not to release any such persons from the confidentiality provisions of any confidentiality agreement to which the Company is a party.

No Solicitation, Etc. (1) Until From the date of this Agreement until the earlier of the Board Transition Date or the termination of this Agreement, the Company will not (and it will use its Subsidiaries shall not, directly or indirectly, whether through any officer, director, employee, representative, agent or advisor (including any attorney, accountant, consultants, banker or financial advisor) of the Company or best efforts to not permit any of its Subsidiaries officers, directors, agents, affiliates, investment bankers, accountants or otherwise, attorneys to) directly or indirectly (i) solicit, initiate, encourage engage in discussions or negotiate with any person (whether such discussions or negotiations are initiated by the Company or otherwise) or take any other action intended or designed to facilitate the initiation efforts of any inquiries or proposals regarding any merger, sale person (other than Parent) relating to the possible acquisition of substantial assets, sale of shares of capital stock the Company (including without limitation whether by way of a tender offer)merger, liquidationpurchase of capital stock, recapitalization, consolidation purchase of assets or other business combination involving the Company or its Subsidiaries or acquisition or exchange of any capital stock otherwise) or any material portion of the its capital stock or assets (except for acquisitions of assets in the ordinary course of business consistent with past practice) of the Company or its Subsidiariesany such efforts by any such person, or any combination of the foregoing or similar transactions involving the Company or any Subsidiaries of the Company other than the Merger (any of the foregoing inquiries or proposals being including a firm proposal to make such an acquisition, to be referred to herein as an "Acquisition ProposalAlternative Acquisition"), (ii) engage in negotiations or discussions concerning, or provide or disclose any nonpublic information with respect to the Company to any Person person, other than Parent, relating toto a possible Alternative Acquisition by any person, any Acquisition Proposalother than Parent, (iii) enter into an agreement with any agreementperson, arrangement or understanding requiring it to abandonother than Parent, terminate or fail to consummate the Merger or any other transactions contemplated herebyproviding for a possible Alternative Acquisition, or (iv) agree tomake or authorize any statement, approve recommendation or recommend solicitation in support of any possible Alternative Acquisition Proposal; providedby any person, howeverother than by Parent. The Company shall and shall cause its representatives to cease immediately and cause to be terminated all activities, that nothing discussions and negotiations, if any, conducted prior to the date hereof with respect to any Alternative Acquisition. Notwithstanding anything to the contrary contained in Section 6.02 or elsewhere in this Section 5.2(a) shall prevent Agreement, prior to the Board consummation of Directors the Offer, the Company may participate in discussions or negotiations with, and furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Company from consideringto any person, negotiatingentity or group if such person, approving and recommending entity or group has delivered unsolicited to the stockholders Company, prior to the consummation of the Company Offer, and in writing, a bona fide proposal for an Alternative Acquisition Proposal which is received not subject to any financing contingency, which the Board by the Company a majority vote in its good faith judgment (after the date consultation with its independent financial advisor) determines that such proposal is reasonably likely to be consummated and is not solicited in violation if consummated would be more favorable, from a financial point of this Agreementview, if such a proposal is, in the opinion of the Company's Board of Directors, more favorable to the Company's stockholders than the transactions contemplated by this Agreement, Agreement and the Company's Board of Directors of the Company determines in good faith (upon advice of outside legal counsel) that it is required necessary to do so furnish such information and negotiate in order not to violate comply with its fiduciary duties. obligations to its stockholders (2a "Superior Proposal"). In the event the Company receives a Superior Proposal, nothing contained in this Agreement (but subject to the terms of this paragraph (b)) The will prevent the Board from executing or entering into an agreement relating to such Superior Proposal and recommending such Superior Proposal to its stockholders; in such case, the Board may withdraw, modify or refrain from making its recommendation of the Offer and the Merger; provided, however that the Company (i) shall have promptly notify MergerCo after receipt notified Parent, and in any event within 24 hours, of any proposal for an Alternative Acquisition Proposalreceived by, any such information requested from, or any modification of such negotiations or amendment discussions sought to any Acquisition Proposalbe initiated or recommenced with, or any request for nonpublic information relating to the Company or any of its Subsidiaries subsidiaries, indicating, in connection with an Acquisition Proposal or for access to such notice, the properties, books or records name of the Company or any Subsidiary by any Person or entity that informs the Board of Directors of the Company or such Subsidiary that it is considering making, or has made, an Acquisition Proposal. Such notice to MergerCo shall be made in writing, shall identify the offeror and shall indicate whether the Company is providing or intends to provide the Person making the Acquisition Proposal with access to information concerning the Company as provided in Section 5.2(3). The Company shall also furnish to MergerCo a written summary of the material terms and conditions of the Acquisition Proposal. (3) If the Board of Directors of the Company receives a request for material nonpublic information by a person who makes a bona fide Acquisition Proposal, and the Board of Directors determines in good faith and upon the advice of independent counsel that it is required to cause the Company to act as provided in this Section 5.2(c) in order to not violate the directors' fiduciary duties, then, provided the person making the proposal for an Alternative Acquisition Proposal has executed a confidentiality agreement substantially similar to the one then or taking such action and, in effect between the Company and MergerCoreasonable detail, the Company may significant terms of any such proposal for an Alternative Acquisition and including with such notice any documentation relating to such Alternative Acquisition, (ii) shall provide such person with access to information regarding Parent at least two business days prior written notice of the Company. 's intention to execute or enter into an agreement relating to such Superior Proposal and (4iii) The Company shall immediately cease and cause may only terminate this Agreement by written notice to be terminated any existing discussions Parent provided no sooner than two business days after Parent's receipt of a copy of such Superior Proposal (or negotiations with any persons (other than MergerCo) conducted heretofore with respect to any a detailed description of the foregoing. The Company agrees not to release any such persons from the confidentiality provisions of any confidentiality agreement to which the Company is a partysignificant terms and conditions thereof).

No Solicitation, Etc. (1a) Until the termination of this AgreementExcept as set forth below, the Company and its Subsidiaries shall not, nor shall the Company authorize or permit any of the Acquired Companies, or any of its or their officers, directors, employees, representatives or agents, to, directly or indirectly, whether through encourage, solicit, participate in, initiate or continue discussions or negotiations with, or provide any information to, any Person (other than Parent or Sub) with respect to, or take any action to facilitate any inquiries or the making of, or enter into any agreement (including any preliminary agreement) relating to, or approve any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below). The Company shall, and shall cause each Acquired Company to, immediately cease and cause to be terminated any existing activities, discussions, or negotiations by the Company, any Acquired Company or any officer, directordirector or employee of, employeeinvestment banker, representative, agent or advisor (including any attorney, accountantaccountant or other advisor or representative of, consultants, banker or financial advisor) of the Company or any of its Subsidiaries or otherwiseAcquired 50 Company, (i) solicit, initiate, encourage or facilitate the initiation of any inquiries or proposals regarding any merger, sale of substantial assets, sale of shares of capital stock (including without limitation by way of a tender offer), liquidation, recapitalization, consolidation or other business combination involving the Company or its Subsidiaries or acquisition or exchange of any capital stock or any material portion of the assets (except for acquisitions of assets in the ordinary course of business consistent with past practice) of the Company or its Subsidiaries, or any combination of the foregoing or similar transactions involving the Company or any Subsidiaries of the Company other than the Merger (parties conducted heretofore with respect to any of the foregoing inquiries or proposals being referred foregoing. Notwithstanding the first sentence of this Section, at any time prior to herein as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide or disclose any nonpublic information to any Person relating to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the approval of this Agreement and the Merger or any other transactions contemplated hereby, or (iv) agree to, approve or recommend any Acquisition Proposal; provided, however, that nothing contained in this Section 5.2(a) shall prevent the Board of Directors of the Company from considering, negotiating, approving and recommending to the stockholders of the Company a bona fide Acquisition Proposal which is received by the Company after the date and is not solicited in violation of this Agreement, if such a proposal is, in the opinion of the Company's Board of Directors, more favorable to the Company's stockholders than at the transactions contemplated by this AgreementCompany Special Meeting (as defined below), the Company may furnish information and access, in each case only in response to requests which were not solicited on or after the date hereof, to any Person pursuant to a customary confidentiality agreement, and may participate in discussions and negotiate with such Person concerning an Acquisition Proposal, if the Board of Directors of the Company determines in its good faith judgment, following consultation with outside counsel, that (upon advice of outside legal counseli) such Person shall have submitted a Competitive Proposal (as defined below) which was not solicited on or after the date hereof, and (ii) that it is required to do so in order not to violate comply with its fiduciary duties. duties to stockholders under applicable Law. The Company's Board of Directors shall notify Parent orally (2within one Business Day), and in writing (as promptly as practicable) The Company shall promptly notify MergerCo after receipt of any Acquisition Proposal, or any modification of or amendment all inquiries and proposals that it may receive relating to any Acquisition ProposalProposal and the material terms and conditions thereof, or that it and any request for nonpublic information relating to the Acquired Company or any of its Subsidiaries in connection with an or their officers, directors, employees, representatives or agents may receive relating to any Acquisition Proposal or for access to and thereafter keep Parent promptly advised of any material developments with respect thereto. (b) Except as set forth in this Section 5.16(b), the properties, books or records of the Company or any Subsidiary by any Person or entity that informs the Company's Board of Directors shall not withdraw or modify, or propose to withdraw or modify, its recommendation of this Agreement and the Company transactions contemplated hereby or approve or recommend, or propose to approve or recommend, any Acquisition Proposal. Notwithstanding the foregoing, if the Company's Board of Directors determines in its good faith judgment, following consultation with outside counsel and an independent financial advisor, that (i) such Subsidiary Person shall have submitted a Superior Proposal (as defined below) which was not solicited on or after the date hereof, and (ii), that it is considering makingrequired to do so in order to comply with its fiduciary duties to stockholders under applicable law, the Company's Board of Directors may (x) withdraw or modify, or has madepropose to withdraw or modify, an Acquisition its recommendation of the transactions contemplated hereby on account of such Superior Proposal or (y) approve or recommend such Superior Proposal or terminate this Agreement (and concurrently with or after such termination, cause the Company to enter into any agreement with respect to such Superior Proposal. Such ) but in each case of the foregoing (x) and (y) only after providing at least five Business Days' prior written notice to MergerCo shall be made in writingParent (A) advising Parent that the Company's Board of Directors has received or become aware of a Superior Proposal, shall identify the offeror and shall indicate whether the Company is providing or intends to provide the Person making the Acquisition Proposal with access to information concerning the Company as provided in Section 5.2(3). The Company shall also furnish to MergerCo a written summary of (B) specifying the material terms and conditions of such Superior Proposal, and (C) identifying the Acquisition person making the Superior Proposal, and (D) stating that it intends to withdraw its recommendation or approve or recommend such Superior Proposal. (3c) If Nothing contained in this Section 5.16 shall prohibit the Company's Board of Directors of from disclosing to the Company receives Company's stockholders a request for material nonpublic information position permitted by a person who makes a bona fide Acquisition Proposal, and the Board of Directors determines in good faith and upon the advice of independent counsel that it is required to cause the Company to act as provided in this Section 5.2(c) 5.16 in order to not violate accordance with Rules 14d-9 and 14e-2 promulgated under the directors' fiduciary duties, then, provided the person making the Acquisition Proposal has executed a confidentiality agreement substantially similar to the one then in effect between the Company and MergerCo, the Company may provide such person with access to information regarding the Company. (4) The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any persons (other than MergerCo) conducted heretofore Exchange Act with respect to any tender offer for shares of capital stock of the foregoing. The Company agrees not to release any such persons from the confidentiality provisions of any confidentiality agreement to which the Company is a partyCompany.

No Solicitation, Etc. (1) Until From the date of this Agreement until --------------------- the earlier of the Board Transition Date or the termination of this Agreement, the Company will not (and it will use its Subsidiaries shall not, directly or indirectly, whether through any officer, director, employee, representative, agent or advisor (including any attorney, accountant, consultants, banker or financial advisor) of the Company or best efforts to not permit any of its Subsidiaries officers, directors, agents, affiliates, investment bankers, accountants or otherwise, attorneys to) directly or indirectly (i) solicit, initiate, encourage engage in discussions or negotiate with any person (whether such discussions or negotiations are initiated by the Company or otherwise) or take any other action intended or designed to facilitate the initiation efforts of any inquiries or proposals regarding any merger, sale person (other than Parent) relating to the possible acquisition of substantial assets, sale of shares of capital stock the Company (including without limitation whether by way of a tender offer)merger, liquidationpurchase of capital stock, recapitalization, consolidation purchase of assets or other business combination involving the Company or its Subsidiaries or acquisition or exchange of any capital stock otherwise) or any material portion of the its capital stock or assets (except for acquisitions of assets in the ordinary course of business consistent with past practice) of the Company or its Subsidiariesany such efforts by any such person, or any combination of the foregoing or similar transactions involving the Company or any Subsidiaries of the Company other than the Merger (any of the foregoing inquiries or proposals being including a firm proposal to make such an acquisition, to be referred to herein as an "Acquisition ProposalAlternative Acquisition"), (ii) engage in negotiations or discussions concerning, or provide or disclose any nonpublic information with respect to the Company to any Person person, other than Parent, relating toto a possible Alternative Acquisition by any person, any Acquisition Proposalother than Parent, (iii) enter into an agreement with any agreementperson, arrangement or understanding requiring it to abandonother than Parent, terminate or fail to consummate the Merger or any other transactions contemplated herebyproviding for a possible Alternative Acquisition, or (iv) agree tomake or authorize any statement, approve recommendation or recommend solicitation in support of any possible Alternative Acquisition Proposal; providedby any person, howeverother than by Parent. The Company shall and shall cause its representatives to cease immediately and cause to be terminated all activities, that nothing discussions and negotiations, if any, conducted prior to the date hereof with respect to any Alternative Acquisition. Notwithstanding anything to the contrary contained in Section 6.02 or elsewhere in this Section 5.2(a) shall prevent Agreement, prior to the Board consummation of Directors the Offer, the Company may participate in discussions or negotiations with, and furnish non-public information, and afford access to the properties, books, records, officers, employees and representatives of the Company from consideringto any person, negotiatingentity or group if such person, approving and recommending entity or group has delivered unsolicited to the stockholders Company, prior to the consummation of the Company Offer, and in writing, a bona fide proposal for an Alternative Acquisition Proposal which is received not subject to any financing contingency, which the Board by the Company a majority vote in its good faith judgment (after the date consultation with its independent financial advisor) determines that such proposal is reasonably likely to be consummated and is not solicited in violation if consummated would be more favorable, from a financial point of this Agreementview, if such a proposal is, in the opinion of the Company's Board of Directors, more favorable to the Company's stockholders than the transactions contemplated by this Agreement, Agreement and the Company's Board of Directors of the Company determines in good faith (upon advice of outside legal counsel) that it is required necessary to do so furnish such information and negotiate in order not to violate comply with its fiduciary duties. obligations to its stockholders (2a "Superior Proposal"). In the event the Company receives a Superior Proposal, nothing contained in this Agreement (but subject to the terms of this paragraph (b)) The will prevent the Board from executing or entering into an agreement relating to such Superior Proposal and recommending such Superior Proposal to its stockholders; in such case, the Board may withdraw, modify or refrain from making its recommendation of the Offer and the Merger; provided, however that the Company (i) shall have promptly notify MergerCo after receipt notified Parent, and in any event within 24 hours, of any proposal for an Alternative Acquisition Proposalreceived by, any such information requested from, or any modification of such negotiations or amendment discussions sought to any Acquisition Proposalbe initiated or recommenced with, or any request for nonpublic information relating to the Company or any of its Subsidiaries subsidiaries, indicating, in connection with an Acquisition Proposal or for access to such notice, the properties, books or records name of the Company or any Subsidiary by any Person or entity that informs the Board of Directors of the Company or such Subsidiary that it is considering making, or has made, an Acquisition Proposal. Such notice to MergerCo shall be made in writing, shall identify the offeror and shall indicate whether the Company is providing or intends to provide the Person making the Acquisition Proposal with access to information concerning the Company as provided in Section 5.2(3). The Company shall also furnish to MergerCo a written summary of the material terms and conditions of the Acquisition Proposal. (3) If the Board of Directors of the Company receives a request for material nonpublic information by a person who makes a bona fide Acquisition Proposal, and the Board of Directors determines in good faith and upon the advice of independent counsel that it is required to cause the Company to act as provided in this Section 5.2(c) in order to not violate the directors' fiduciary duties, then, provided the person making the proposal for an Alternative Acquisition Proposal has executed a confidentiality agreement substantially similar to the one then or taking such action and, in effect between the Company and MergerCoreasonable detail, the Company may significant terms of any such proposal for an Alternative Acquisition and including with such notice any documentation relating to such Alternative Acquisition, (ii) shall provide such person with access to information regarding Parent at least two business days prior written notice of the Company. 's intention to execute or enter into an agreement relating to such Superior Proposal and (4iii) The Company shall immediately cease and cause may only terminate this Agreement by written notice to be terminated any existing discussions Parent provided no sooner than two business days after Parent's receipt of a copy of such Superior Proposal (or negotiations with any persons (other than MergerCo) conducted heretofore with respect to any a detailed description of the foregoing. The Company agrees not to release any such persons from the confidentiality provisions of any confidentiality agreement to which the Company is a partysignificant terms and conditions thereof).

No Solicitation, Etc. (1a) Until the termination of this AgreementExcept as set forth below, the Company and its Subsidiaries shall not, nor shall the Company authorize or permit any of the Acquired Companies, or any of its or their officers, directors, employees, representatives or agents, to, directly or indirectly, whether through encourage, solicit, participate in, initiate or continue discussions or negotiations with, or provide any information to, any Person (other than Parent or Sub) with respect to, or take any action to facilitate any inquiries or the making of, or enter into any agreement (including any preliminary agreement) relating to, or approve any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below). The Company shall, and shall cause each Acquired Company to, immediately cease and cause to be terminated any existing activities, discussions, or negotiations by the Company, any Acquired Company or any officer, directordirector or employee of, employeeinvestment banker, representative, agent or advisor (including any attorney, accountantaccountant or other advisor or representative of, consultants, banker or financial advisor) of the Company or any of its Subsidiaries or otherwiseAcquired Company, (i) solicit, initiate, encourage or facilitate the initiation of any inquiries or proposals regarding any merger, sale of substantial assets, sale of shares of capital stock (including without limitation by way of a tender offer), liquidation, recapitalization, consolidation or other business combination involving the Company or its Subsidiaries or acquisition or exchange of any capital stock or any material portion of the assets (except for acquisitions of assets in the ordinary course of business consistent with past practice) of the Company or its Subsidiaries, or any combination of the foregoing or similar transactions involving the Company or any Subsidiaries of the Company other than the Merger (parties conducted heretofore with respect to any of the foregoing inquiries or proposals being referred foregoing. Notwithstanding the first sentence of this Section, at any time prior to herein as an "Acquisition Proposal"), (ii) engage in negotiations or discussions concerning, or provide or disclose any nonpublic information to any Person relating to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the approval of this Agreement and the Merger or any other transactions contemplated hereby, or (iv) agree to, approve or recommend any Acquisition Proposal; provided, however, that nothing contained in this Section 5.2(a) shall prevent the Board of Directors of the Company from considering, negotiating, approving and recommending to the stockholders of the Company a bona fide Acquisition Proposal which is received by the Company after the date and is not solicited in violation of this Agreement, if such a proposal is, in the opinion of the Company's Board of Directors, more favorable to the Company's stockholders than at the transactions contemplated by this AgreementCompany Special Meeting (as defined below), the Company may furnish information and access, in each case only in response to requests which were not solicited on or after the date hereof, to any Person pursuant to a customary confidentiality agreement, and may participate in discussions and negotiate with such Person concerning an Acquisition Proposal, if the Board of Directors of the Company determines in its good faith judgment, following consultation with outside counsel, that (upon advice of outside legal counseli) such Person shall have submitted a Competitive Proposal (as defined below) which was not solicited on or after the date hereof, and (ii) that it is required to do so in order not to violate comply with its fiduciary duties. duties to stockholders under applicable Law. The Company's Board of Directors shall notify Parent orally (2within one Business Day), and in writing (as promptly as practicable) The Company shall promptly notify MergerCo after receipt of any Acquisition Proposal, or any modification of or amendment all inquiries and proposals that it may receive relating to any Acquisition ProposalProposal and the material terms and conditions thereof, or that it and any request for nonpublic information relating to the Acquired Company or any of its Subsidiaries in connection with an or their officers, directors, employees, representatives or agents may receive relating to any Acquisition Proposal or for access to and thereafter keep Parent promptly advised of any material developments with respect thereto. (b) Except as set forth in this Section 5.16(b), the properties, books or records of the Company or any Subsidiary by any Person or entity that informs the Company's Board of Directors shall not withdraw or modify, or propose to withdraw or modify, its recommendation of this Agreement and the Company transactions contemplated hereby or approve or recommend, or propose to approve or recommend, any Acquisition Proposal. Notwithstanding the foregoing, if the Company's Board of Directors determines in its good faith judgment, following consultation with outside counsel and an independent financial advisor, that (i) such Subsidiary Person shall have submitted a Superior Proposal (as defined below) which was not solicited on or after the date hereof, and (ii), that it is considering makingrequired to do so in order to comply with its fiduciary duties to stockholders under applicable law, the Company's Board of Directors may (x) withdraw or modify, or has madepropose to withdraw or modify, an Acquisition its recommendation of the transactions contemplated hereby on account of such Superior Proposal or (y) approve or recommend such Superior Proposal or terminate this Agreement (and concurrently with or after such termination, cause the Company to enter into any agreement with respect to such Superior Proposal. Such ) but in each case of the foregoing (x) and (y) only after providing at least five Business Days' prior written notice to MergerCo shall be made in writingParent (A) advising Parent that the Company's Board of Directors has received or become aware of a Superior Proposal, shall identify the offeror and shall indicate whether the Company is providing or intends to provide the Person making the Acquisition Proposal with access to information concerning the Company as provided in Section 5.2(3). The Company shall also furnish to MergerCo a written summary of (B) specifying the material terms and conditions of such Superior Proposal, and (C) identifying the Acquisition person making the Superior Proposal, and (D) stating that it intends to withdraw its recommendation or approve or recommend such Superior Proposal. (3c) If Nothing contained in this Section 5.16 shall prohibit the Company s Board of Directors of from disclosing to the Company receives s stockholders a request for material nonpublic information position permitted by a person who makes a bona fide Acquisition Proposal, and the Board of Directors determines in good faith and upon the advice of independent counsel that it is required to cause the Company to act as provided in this Section 5.2(c) 5.16 in order to not violate accordance with Rules 14d-9 and 14e-2 promulgated under the directors' fiduciary duties, then, provided the person making the Acquisition Proposal has executed a confidentiality agreement substantially similar to the one then in effect between the Company and MergerCo, the Company may provide such person with access to information regarding the Company. (4) The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any persons (other than MergerCo) conducted heretofore Exchange Act with respect to any tender offer for shares of capital stock of the foregoing. The Company agrees not to release any such persons from the confidentiality provisions of any confidentiality agreement to which the Company is a partyCompany.

No Solicitation, Etc. Sellers and the Covered Parties (1as defined in the following sentence) Until shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Sellers or the termination of this AgreementCovered Parties with respect to an Acquisition Proposal (as defined herein). From the date hereof, the Company and its Subsidiaries Sellers shall not, directly and shall not permit any of their respective Affiliates (including X.X. Xxxxx & Co.) or indirectly, whether through any of the CCS Entities or any officer, director, employee, representative, agent employee or advisor (including any attorney, accountant, consultants, banker or financial advisor) representative of the Company or any of its Subsidiaries them (collectively, the "COVERED PARTIES"), to directly or otherwiseindirectly, (i) solicit, initiate, encourage solicit or facilitate the initiation of initiate any inquiries or proposals regarding any merger, sale of substantial assets, sale of shares of capital stock (including without limitation by way of a tender offer), liquidation, recapitalization, consolidation or other business combination involving the Company or its Subsidiaries or acquisition or exchange making of any capital stock proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal from any material portion of the assets (except for acquisitions of assets in the ordinary course of business consistent with past practice) of the Company or its SubsidiariesPerson, or any combination of the foregoing or similar transactions involving the Company or any Subsidiaries of the Company other than the Merger (any of the foregoing inquiries or proposals being referred to herein as an "Acquisition Proposal"), (ii) engage in any discussion or negotiations relating thereto or discussions concerning, or provide or disclose any nonpublic information to any Person relating to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated hereby, or (iv) agree to, approve or recommend accept any Acquisition Proposal; provided, however, that nothing contained notwithstanding the foregoing, Sellers may at any time prior to the Closing: (i) engage in this Section 5.2(a) shall prevent the Board of Directors discussions or negotiations with a third party who (without any solicitation or initiation, directly or indirectly, by any of the Company from considering, negotiating, approving and recommending to Sellers or the stockholders of the Company a bona fide Acquisition Proposal which is received by the Company Covered Parties after the date hereof) seeks to initiate such discussions or negotiations and is may furnish such third party information concerning CCS and its business if (A) the third party has first made an unsolicited bona fide written Acquisition Proposal (so long as such proposal did not solicited in violation result from a breach of this Agreement, if such a proposal is, in the opinion of the Company's Board of Directors, more favorable to the Company's stockholders than the transactions contemplated by this Agreement, Section 8.05) and the Board of Directors of the Company Grace determines in good faith (upon advice of outside legal counsel) that it is required to do so in order not to violate its fiduciary duties.has a (2a) The Company Sellers and the Covered Parties shall promptly notify MergerCo after receipt of any Acquisition Proposal, or any modification of or amendment to any Acquisition Proposal, or any request for nonpublic information relating to the Company or any of its Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records Buyer orally of the Company or any Subsidiary by any Person or entity that informs the Board of Directors of the Company or such Subsidiary that it is considering making, or has made, an Acquisition Proposal. Such notice to MergerCo shall be made in writing, shall identify the offeror and shall indicate whether the Company is providing or intends to provide the Person making the Acquisition Proposal with access to information concerning the Company as provided in Section 5.2(3). The Company shall also furnish to MergerCo a written summary of the material terms and conditions of any Superior Proposals and the Acquisition Proposal. (3) If the Board of Directors identity of the Company receives Person making it within 24 hours of the receipt thereof. As used herein, "ACQUISITION PROPOSAL" shall mean a request for material nonpublic information by a person who makes a bona fide Acquisition Proposal, and the Board of Directors determines in good faith and upon the advice of independent counsel that it is required proposal to cause the Company to act as provided in this Section 5.2(c) in order to not violate the directors' fiduciary duties, then, provided the person making the Acquisition Proposal has executed a confidentiality agreement substantially similar to the one then in effect between the Company and MergerCo, the Company may provide such person with access to information regarding the Company. (4) The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any persons offer (other than MergerCo) conducted heretofore with respect to any by a member of the foregoing. The Company agrees not Buyer Group) to release acquire by merger, reorganization, consolidation, purchase or otherwise any such persons from equity securities of, or partnership interest in, any CCS Entity or 15% or more of the confidentiality provisions assets of any confidentiality agreement to which the Company is a partyCCS Entity.