Common use of No Solicitation Generally Clause in Contracts

No Solicitation Generally. Except as specifically permitted by Sections 6.6(c) and 6.6(d), from and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article 8, the Company will not, and will cause the Company Subsidiaries not to, and will use all reasonable efforts to ensure that its Representatives do not, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written or oral notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information in response to, or in connection with, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, exclusivity agreement, term sheet or any other Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any stockholders of the Company, (vi) withhold, withdraw or modify (or publicly propose or announce any intention or desire to withhold, withdraw or modify), in a manner adverse to Parent, the approval of the Company Board of this Agreement and/or any of the transactions contemplated hereby, or (vii) take any action or position that is inconsistent with, or withdraw or modify (or publicly propose or announce any intention or desire to withdraw or modify), in a manner adverse to Parent, any determination or recommendation referred to in Section 6.4. The Company and the Company Subsidiaries will immediately cease any and all existing activities, discussions and negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company has engaged in any activities related to any Acquisition Proposal within the twelve (12) month period preceding the date of this Agreement. If any Representative of the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.6 to use all reasonable efforts to ensure that its Representatives do not take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.6.

No Solicitation Generally. Except as specifically permitted by Sections 6.6(c6.7(c) and 6.6(d6.7(d), from and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article 8, the Company will not, and will cause the Company Subsidiaries not to, and will use all its reasonable best efforts to ensure that its Representatives do not, directly or indirectly, , (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written or oral notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information in response to, or in connection with, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, exclusivity agreement, term sheet or any other Contract contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any stockholders of the Company, (vi) withhold, withdraw or modify (or publicly propose or announce any intention or desire to withhold, withdraw or modify), in a manner adverse to Parent, the approval of the Company Board of this Agreement and/or any of the transactions contemplated hereby, or (vii) take any action or position that is inconsistent with, or withdraw or modify (or publicly propose or announce any intention or desire to withdraw or modify), in a manner adverse to Parent, any determination or recommendation referred to in Section 6.46.5. The Company and the Company Subsidiaries will immediately cease any and all existing activities, discussions and negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company has engaged in any such activities related to any Acquisition Proposal within the twelve (12) -month period preceding the date of this Agreement. The Company shall not, and shall not permit any Company Subsidiary to, waive any rights under any standstill, confidentiality or similar contracts entered into by such Person. If any Representative of the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.6 6.7 to use all its reasonable best efforts to ensure that its Representatives do not take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.66.7.

No Solicitation Generally. Except as specifically permitted by Sections 6.6(cSubject to Section 5.3(c), Section 5.3(d) and 6.6(dSection 5.3(f), from and after the date Agreement Date until the earlier of this Agreement until the Effective Time or and termination of this Agreement pursuant to Article 8in accordance with its terms, the Company Board, the Company and its Subsidiaries will not, and will cause direct their respective Representatives (collectively, the “Company Subsidiaries Representatives”) not to, and will use all reasonable efforts to ensure that its Representatives do not, directly or indirectly, (i) solicit, initiate, seek, entertain, initiate or knowingly encourage, facilitatesupport, support facilitate or induce the making, submission or public announcement of any inquiry, expression indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written or oral notice as to the existence of these provisionsprovisions and to clarify the terms and conditions of any Acquisition Proposal) or negotiations regarding, or deliver or make available to any Person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information in response to(including providing access to the business, properties, assets, books, records or other non-public information, or in connection withto any personnel, of the Company or any of its Subsidiaries) with respect to any inquiry, expression indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, exclusivity agreement, term sheet or any other Contract agreement, understanding or contract (whether binding or not) contemplating or otherwise relating to any Acquisition ProposalProposal (other than an Acceptable Confidentiality Agreement), (v) submit any Acquisition Proposal to the vote of any stockholders securityholders of the CompanyCompany or any of its Subsidiaries, (vi) withholdapprove any transaction, withdraw or modify (or publicly propose or announce any intention or desire to withhold, withdraw or modify), in a manner adverse to Parent, the approval third-party becoming an “interested stockholder,” under Section 203 of the Company Board of this Agreement and/or any of the transactions contemplated hereby, Delaware Law or (vii) take any action or position that is inconsistent withauthorize, or withdraw or modify (or publicly resolve, propose or announce agree to do any intention or desire to withdraw or modify), in a manner adverse to Parent, any determination or recommendation referred to in Section 6.4of the foregoing. The Company shall, and shall cause its Subsidiaries and direct the Company Subsidiaries will Representatives to, immediately cease any and all existing activities, discussions and or negotiations with any Persons conducted prior to or on the date of this Agreement Date with respect to any Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished shall use reasonable best efforts to cause any Person (and such Person’s Representatives) with which the Company has engaged in any such activities related to any Acquisition Proposal within the twelve (12) month period preceding the date Agreement Date to promptly return or destroy all confidential information previously provided to such Person (and such Person’s Representatives). Notwithstanding anything to the contrary herein, the Company and its Subsidiaries shall be permitted to, waive any rights under any “standstill” or similar covenants in confidentiality or non-disclosure agreements entered into in connection with or applicable to an Acquisition Proposal to which the Company or any of this Agreementits Subsidiaries is a party to allow a Person to make, or amend, an Acquisition Proposal (or make any related communications). If any Company Representative of the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.6 5.3 not to use all reasonable efforts to ensure that its Representatives do not take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.65.3.

No Solicitation Generally. Except as specifically permitted by Sections 6.6(c) and 6.6(d), from and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article 8, the Company will not, and will cause the Company Subsidiaries not to, and will use all reasonable efforts to ensure that its Representatives do not, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written or oral notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person person any non-public information in response to, or in connection with, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, exclusivity agreement, term sheet or any other Contract contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any stockholders of the Company, (vi) withhold, withdraw or modify (or publicly propose or announce any intention or desire to withhold, withdraw or modify), in a manner adverse to Parent, the approval of the Company Board of this Agreement and/or any of the transactions contemplated hereby, or (vii) take any action or position that is inconsistent with, or withdraw or modify (or publicly propose or announce any intention or desire to withdraw or modify), in a manner adverse to Parent, any determination or recommendation referred to in Section 6.4. The Company and the Company Subsidiaries will immediately cease any and all existing activities, discussions and negotiations with any Persons persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished to any Person person with which the Company has engaged in any such activities related to any Acquisition Proposal within the twelve (12) -month period preceding the date of this Agreement. If any Representative of the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.6 to use all reasonable efforts to ensure that its Representatives do not take, then the The Company shall be deemed for all purposes of this Agreement to have breached this Section 6.6not, and shall not permit any Company Subsidiary to, waive any rights under any standstill, confidentiality or similar contracts entered into by such person.

No Solicitation Generally. Except as specifically permitted by Sections 6.6(cSubject to Section 5.3(c), Section 5.3(d), Section 5.3(f) and 6.6(dSection 5.3(g), from and after the date Agreement Date until the earlier of this Agreement until the Effective Time or and termination of this Agreement pursuant to Article 8VII, the Company and the Subsidiaries will not, and nor will cause they authorize or permit any of their respective Representatives (collectively, the “Company Subsidiaries not Representatives”) to, and will use all reasonable efforts to ensure that its Representatives do not, directly or indirectly, (i) solicit, initiate, seek, entertain, initiate or knowingly encourage, facilitate, support facilitate or induce the making, submission or public announcement of any inquiry, expression indication of interest, proposal or offer that constitutes, or could would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written or oral notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information in response with respect to, or in connection withknowingly take any other action regarding, any inquiry, expression indication of interest, proposal or offer that constitutes, or could would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, exclusivity agreement, term sheet or any other Contract agreement, understanding or contract (whether binding or not) contemplating or otherwise relating to any Acquisition ProposalProposal (other than an Acceptable Confidentiality Agreement), (v) submit any Acquisition Proposal to the vote of any stockholders securityholders of the CompanyCompany or any Subsidiary, (vi) withholdredeem any Rights under the Rights Agreement or amend, withdraw or modify (take any other action with respect to, or publicly propose or announce make any intention or desire to withholddetermination under, withdraw or modify), the Rights Agreement in a manner adverse that facilitates, or would reasonably be likely to Parentfacilitate, an Acquisition Proposal, or would reasonably be likely to inhibit or interfere with the approval of the Company Board of this Agreement and/or any consummation of the transactions contemplated hereby, by this Agreement or (vii) take approve any action or position that is inconsistent withtransaction, or withdraw or modify (or publicly propose or announce any intention or desire to withdraw or modify), in a manner adverse to Parent, any determination or recommendation referred to in third party becoming an “interested stockholder,” under Section 6.4203 of Delaware Law. The Company shall, and shall cause the Company Subsidiaries will to, immediately cease any and all existing activities, discussions and or negotiations with any Persons conducted prior to or on the date of this Agreement Date with respect to any Acquisition Proposal and shall submit a request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company has engaged in any such activities related to any Acquisition Proposal within the twelve (12) -month period preceding the date of this AgreementAgreement Date to promptly return or destroy all confidential information previously provided to such Person (and such Person’s Representatives). Except as permitted by Section 5.3(g), the Company shall, and shall cause the Subsidiaries to, enforce (and shall not, nor permit any Subsidiary to, waive) any rights under any confidentiality or non-disclosure agreements entered into in connection with or applicable to an Acquisition Proposal to which the Company or any Subsidiary is a party. If any Company Representative of the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.6 5.3 not to use all reasonable efforts to ensure that its Representatives do not take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.65.3.

No Solicitation Generally. Except as specifically permitted by Sections 6.6(cSubject to Section 5.3(c), Section 5.3(d) and 6.6(dSection 5.3(f), from and after the date Original Agreement Date until the earlier of this Agreement until the Effective Time or and termination of this Agreement pursuant to Article 8in accordance with its terms, the Company Board, the Company and the Subsidiaries will not, and will cause direct their respective Representatives (collectively, the “Company Subsidiaries Representatives”) not to, and will use all reasonable efforts to ensure that its Representatives do not, directly or indirectly, (i) solicit, initiate, seek, entertain, initiate or knowingly encourage, facilitate, support knowingly facilitate or knowingly induce the making, submission or public announcement of any inquiry, expression indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written or oral notice as to the existence of these provisionsprovisions and to clarify the terms and conditions of any Acquisition Proposal) or negotiations regarding, or deliver or make available to any Person any non-public information in response to, or in connection with, with respect to any inquiry, expression indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, exclusivity agreement, term sheet or any other Contract agreement, understanding or contract (whether binding or not) contemplating or otherwise relating to any Acquisition ProposalProposal (other than an Acceptable Confidentiality Agreement), (v) submit any Acquisition Proposal to the vote of any stockholders securityholders of the CompanyCompany or any Subsidiary, (vi) withholdapprove any transaction, withdraw or modify (or publicly propose or announce any intention or desire to withhold, withdraw or modify), in a manner adverse to Parent, the approval third party becoming an “interested stockholder,” under Section 203 of the Company Board of this Agreement and/or any of the transactions contemplated hereby, Delaware Law or (vii) take any action or position that is inconsistent withresolve, or withdraw or modify (or publicly propose or announce agree to do any intention or desire to withdraw or modify), in a manner adverse to Parent, any determination or recommendation referred to in Section 6.4of the foregoing. The Company shall, and shall cause the Subsidiaries and the Company Subsidiaries will Representatives to, immediately cease any and all existing activities, discussions and or negotiations with any Persons conducted prior to or on the date of this Original Agreement Date with respect to any Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished to shall direct any Person (and such Person’s Representatives) with which the Company has engaged in any such activities related to any Acquisition Proposal within the twelve (12) -month period preceding the date of this AgreementOriginal Agreement Date to promptly return or destroy all confidential information previously provided to such Person (and such Person’s Representatives) in accordance with the applicable confidentiality agreement. If any Company Representative of the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.6 5.3 not to use all reasonable efforts to ensure that its Representatives do not take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.65.3.

No Solicitation Generally. Except as specifically permitted by Sections 6.6(cSubject to Section 5.3(c), Section 5.3(d) and 6.6(dSection 5.3(f), from and after the date Agreement Date until the earlier of this Agreement until the Effective Time or and termination of this Agreement pursuant to Article 8in accordance with its terms, none of the Company Board, the Company and the Subsidiaries will, nor will notthey authorize or permit any of their respective Representatives (collectively, and will cause the “Company Subsidiaries not Representatives”) to, and will use all reasonable efforts to ensure that its Representatives do not, directly or indirectly, (i) solicit, initiate, seek, entertain, initiate or knowingly encourage, facilitate, support facilitate or induce the making, submission or public announcement of any inquiry, expression indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written or oral notice as to the existence of these provisionsprovisions and to clarify the terms and conditions of any Acquisition Proposal) or negotiations regarding, or deliver or make available to any Person any non-public information in response with respect to, or in connection withknowingly take any other action regarding, any inquiry, expression indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, exclusivity agreement, term sheet or any other Contract agreement, understanding or contract (whether binding or not) contemplating or otherwise relating to any Acquisition ProposalProposal (other than an Acceptable Confidentiality Agreement), (v) submit any Acquisition Proposal to the vote of any stockholders securityholders of the CompanyCompany or any Subsidiary, (vi) withholdapprove any transaction, withdraw or modify (or publicly propose or announce any intention or desire to withhold, withdraw or modify), in a manner adverse to Parent, the approval third party becoming an “interested stockholder,” under Section 203 of the Company Board of this Agreement and/or any of the transactions contemplated hereby, Delaware Law or (vii) take any action or position that is inconsistent withresolve, or withdraw or modify (or publicly propose or announce agree to do any intention or desire to withdraw or modify), in a manner adverse to Parent, any determination or recommendation referred to in Section 6.4of the foregoing. The Company shall, and shall cause the Subsidiaries and the Company Subsidiaries will Representatives to, immediately cease any and all existing activities, discussions and or negotiations with any Persons conducted prior to or on the date of this Agreement Date with respect to any Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished to shall direct any Person (and such Person’s Representatives) with which the Company has engaged in any such activities related within the 12-month period preceding the Agreement Date to promptly return or destroy all confidential information previously provided to such Person (and such Person’s Representatives) in accordance with the applicable confidentiality agreement. The Company shall not, and shall cause the Subsidiaries not to, waive any rights under “standstill” or similar covenants in confidentiality or non-disclosure agreements entered into in connection with or applicable to any Acquisition Proposal within to which the twelve (12) month period preceding the date of this AgreementCompany or any Subsidiary is a party. If any Company Representative of the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.6 5.3 not to use all reasonable efforts to ensure that its Representatives do not take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.65.3.

No Solicitation Generally. Except as specifically permitted by Sections 6.6(c5.3(c) and 6.6(d5.3(d), from and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article 8VII, the Company and its Subsidiaries will not, and nor will cause they authorize or permit any of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Subsidiaries not Representatives”) to, and will use all reasonable efforts to ensure that its Representatives do not, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition ProposalProposal (as hereinafter defined), (ii) enter into, participate in, maintain or continue any communications (except solely to provide written or oral notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information in response with respect to, or in connection withtake any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, exclusivity agreement, term sheet intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any stockholders securityholders of the CompanyCompany or any Subsidiary, (vi) withhold, withdraw or modify (or publicly propose or announce any intention or desire to withhold, withdraw or modify), in a manner adverse to ParentAcquirer, the approval of the Company Board of this Agreement and/or any of the transactions contemplated hereby, or (vii) take any action or position that is inconsistent with, or withdraw or modify (or publicly propose or announce any intention or desire to withdraw or modify), in a manner adverse to ParentAcquirer, any determination or recommendation referred to in Section 6.45.2. The Company and the Company its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions and or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company has engaged in any activities related to any Acquisition Proposal such activities, discussions or negotiations within the twelve (12) -month period preceding the date of this Agreement, and shall not, and shall not permit any Subsidiary to, waive any rights under any standstill, confidentiality or similar agreements entered into by any Person. If any Representative of the CompanyCompany Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.6 5.3 not to use all reasonable efforts authorize or permit such Company Representative to ensure that its Representatives do not take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.65.3.

No Solicitation Generally. Except as specifically permitted by Sections 6.6(c5.3(c) and 6.6(d5.3(d), from and after the date of this Agreement until the earlier of the Effective Time or and termination of this Agreement pursuant to Article 8VII, the Company and its Subsidiaries will not, and nor will cause they authorize or permit any of their respective officers, directors, Affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Subsidiaries not Representatives”) to, and will use all reasonable efforts to ensure that its Representatives do not, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition ProposalProposal (as hereinafter defined), (ii) enter into, participate in, maintain in or continue any communications (except solely to provide written or oral notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information in response with respect to, or in connection withtake any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, exclusivity agreement, term sheet intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any stockholders shareholders of the CompanyCompany or any of its Subsidiaries, (vi) withhold, withdraw or modify (or publicly propose or announce any intention or desire to withhold, withdraw or modify), in a manner adverse to Parent, the approval of the Company Board of this Agreement and/or any of the transactions contemplated hereby, or (vii) take grant any action waiver or position that is inconsistent withrelease under any standstill or similar agreement with respect to the Company or any of its Subsidiaries, or withdraw any class of equity securities of the Company or modify (its Subsidiaries, or publicly propose redeem any Rights under the Rights Agreement, or announce any intention or desire to withdraw or modify), amend the Rights Agreement in a manner adverse that facilitates, or would be reasonably likely to Parentfacilitate, any determination an Acquisition Proposal or recommendation referred to in Section 6.4that would, or would be reasonably likely to, inhibit or interfere with the consummation of the transactions contemplated by this Agreement. The Company and the Company its Subsidiaries will immediately cease any and all existing activities, discussions and or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company has engaged in any such activities related to any Acquisition Proposal within the twelve (12) -month period preceding the date of this Agreement, and shall not, nor permit any of its Subsidiaries to, waive any rights under any standstill, confidentiality or similar agreements entered into by such Person. If any Company Representative of the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.6 5.3 to use all reasonable efforts cause such Company Representative not to ensure that its Representatives do not take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.65.3.

No Solicitation Generally. Except as specifically to the extent expressly permitted by Sections 6.6(c5.3(c), 5.3(d) and 6.6(d5.3(e), from and after the date Agreement Date until the earlier of this Agreement until the Effective Time or and termination of this Agreement pursuant to Article 8VII, the Company and its Subsidiaries will not, and nor will cause the Company Subsidiaries not they authorize or permit any of their respective Representatives to, and will use all reasonable efforts to ensure that its Representatives do not, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support or knowingly induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could would reasonably be expected to lead to, an Acquisition ProposalProposal (as hereinafter defined), (ii) enter into, participate in, maintain or continue any communications (except solely to provide written or oral notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information in response to, or in connection with, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead with respect to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, exclusivity agreement, term sheet understanding or similar document or any other Contract (whether binding or not) contemplating or otherwise relating to any Acquisition ProposalProposal (other than confidentiality agreements contemplated by Section 5.3(c)), or (v) submit any Acquisition Proposal to the vote of any stockholders of the Company, (vi) withhold, withdraw Company or modify (or publicly propose or announce any intention or desire to withhold, withdraw or modify), in a manner adverse to Parent, the approval of the Company Board of this Agreement and/or any of the transactions contemplated hereby, or (vii) take any action or position that is inconsistent with, or withdraw or modify (or publicly propose or announce any intention or desire to withdraw or modify), in a manner adverse to Parent, any determination or recommendation referred to in Section 6.4Subsidiary. The Company and the its Subsidiaries will, and each of them will cause their respective Company Subsidiaries will Representatives to, immediately cease any and all existing activities, discussions and or negotiations with any Persons conducted prior to or on the date of this Agreement Date with respect to any Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company has engaged in any such activities related to any Acquisition Proposal within the twelve (12) -month period preceding the date of this AgreementAgreement Date. The Company and its Subsidiaries shall enforce (and shall not, nor permit any Subsidiary to, waive) any rights under any standstill, confidentiality or similar agreements to which the Company or any Subsidiary is a party. If any Representative of the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.6 5.3 not to use all reasonable efforts authorize or permit such Representative to ensure that its Representatives do not take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.65.3.

No Solicitation Generally. Except as specifically permitted by Sections 6.6(cSubject to Section 5.3(c), Section 5.3(d) and 6.6(dSection 5.3(f), from and after the date Agreement Date until the earlier of this Agreement until the Effective Time or and termination of this Agreement pursuant to Article 8in accordance with its terms, the Company Board, the Company and the Subsidiaries will not, and will cause direct their respective Representatives (collectively, the “Company Subsidiaries Representatives”) not to, and will use all reasonable efforts to ensure that its Representatives do not, directly or indirectly, (i) solicit, initiate, seek, entertain, initiate or knowingly encourage, facilitate, support knowingly facilitate or knowingly induce the making, submission or public announcement of any inquiry, expression indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written or oral notice as to the existence of these provisionsprovisions and to clarify the terms and conditions of any Acquisition Proposal) or negotiations regarding, or deliver or make available to any Person any non-public information in response to, or in connection with, with respect to any inquiry, expression indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, exclusivity agreement, term sheet or any other Contract agreement, understanding or contract (whether binding or not) contemplating or otherwise relating to any Acquisition ProposalProposal (other than an Acceptable Confidentiality Agreement), (v) submit any Acquisition Proposal to the vote of any stockholders securityholders of the CompanyCompany or any Subsidiary, (vi) withholdapprove any transaction, withdraw or modify (or publicly propose or announce any intention or desire to withhold, withdraw or modify), in a manner adverse to Parent, the approval third party becoming an “interested stockholder,” under Section 203 of the Company Board of this Agreement and/or any of the transactions contemplated hereby, Delaware Law or (vii) take any action or position that is inconsistent withresolve, or withdraw or modify (or publicly propose or announce agree to do any intention or desire to withdraw or modify), in a manner adverse to Parent, any determination or recommendation referred to in Section 6.4of the foregoing. The Company shall, and shall cause the Subsidiaries and the Company Subsidiaries will Representatives to, immediately cease any and all existing activities, discussions and or negotiations with any Persons conducted prior to or on the date of this Agreement Date with respect to any Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished to shall direct any Person (and such Person’s Representatives) with which the Company has engaged in any such activities related to any Acquisition Proposal within the twelve (12) -month period preceding the date of this AgreementAgreement Date to promptly return or destroy all confidential information previously provided to such Person (and such Person’s Representatives) in accordance with the applicable confidentiality agreement. If any Company Representative of the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.6 5.3 not to use all reasonable efforts to ensure that its Representatives do not take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.65.3.

No Solicitation Generally. Except as specifically permitted by Sections 6.6(c) and 6.6(d), from From and after the date of this Agreement until the Effective Time Closing or termination of this Agreement pursuant to Article 810, the Company Telos Sellers will not, and nor will cause they authorize or permit any of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the Company Subsidiaries not foregoing collectively being the “Seller Representatives”) to, and will use all reasonable efforts to ensure that its Representatives do not, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition ProposalProposal (as hereinafter defined), (ii) enter into, participate in, maintain or continue any communications (except solely to provide written or oral notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information in response with respect to, or in connection withtake any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, exclusivity agreement, term sheet intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any stockholders security holders of the CompanySeller or any Subsidiary, (vi) withhold, withdraw or modify (or publicly propose or announce any intention or desire to withhold, withdraw or modify), in a manner adverse to ParentBuyer, the approval of the Company Seller Board of this Agreement and/or any of the transactions contemplated hereby, or (vii) take any action or position that is inconsistent with, or withdraw or modify (or publicly propose or announce any intention or desire to withdraw or modify), in a manner adverse to ParentBuyer, any determination or recommendation referred to in Section 6.4. The Company and the Company Subsidiaries will immediately cease any and all existing activities, discussions and negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company has engaged in any activities related to any Acquisition Proposal within the twelve (12) month period preceding the date of this Agreement6.11(b). If any Representative of the CompanySeller Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company Seller is obligated pursuant to this Section 6.6 6.7 to use all reasonable efforts cause such Seller Representative not to ensure that its Representatives do not take, then the Company Seller shall be deemed for all purposes of this Agreement to have breached this Section 6.66.7.

No Solicitation Generally. Except as specifically permitted by Sections 6.6(c5.3(c) and 6.6(d5.3(d), from and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article 8VII, the Company and its Subsidiaries will not, and nor will cause they authorize or permit any of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Subsidiaries not Representatives”) to, and will use all reasonable efforts to ensure that its Representatives do not, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition ProposalProposal (as hereinafter defined), (ii) enter into, participate in, maintain or continue any communications (except solely to provide written or oral notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information in response with respect to, or in connection withtake any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent, exclusivity agreement, term sheet intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any stockholders securityholders of the CompanyCompany or any Subsidiary, (vi) withhold, withdraw or modify (or publicly propose or announce any intention or desire to withhold, withdraw or modify), in a manner adverse to ParentAcquiror, the approval of the Company Board of this Agreement and/or any of the transactions contemplated hereby, or (vii) take any action or position that is inconsistent with, or withdraw or modify (or publicly propose or announce any intention or desire to withdraw or modify), in a manner adverse to ParentAcquiror, any determination or recommendation referred to in Section 6.45.2. The Company and the Company its Subsidiaries will immediately cease any and all existing activities, discussions and or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company has engaged in any activities related to any Acquisition Proposal within the twelve (12) month period preceding the date of this AgreementProposal. If any Representative of the CompanyCompany Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.6 5.3 to use all reasonable efforts cause such Company Representative not to ensure that its Representatives do not take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.65.3.

No Solicitation Generally. Except as specifically to the extent expressly permitted by Sections 6.6(c5.3(c) and 6.6(d5.3(d), from and after the date Agreement Date until the earlier of this Agreement until the Effective Time or the termination of this Agreement pursuant to Article 8VII, the Company will not, and will cause its Subsidiaries and the Company's and each such Subsidiary's officers and directors and each investment banker and attorney retained by it or any of them (all of the foregoing collectively being the "Company Subsidiaries Representatives") not to, and will use all reasonable efforts to ensure that its Representatives do not, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support or knowingly induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written or oral notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available to any Person any non-public information in response to, or in connection with, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected with respect to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, or (iv) enter into any letter of intent, exclusivity agreement, term sheet understanding or similar document or any other Contract (whether binding or not) contemplating or otherwise relating to any Acquisition Proposal, Proposal or (v) submit grant any Acquisition Proposal waiver or release under any standstill or similar agreement with respect to the vote Company or the Subsidiaries, or any class of any stockholders of the Company, (vi) withhold, withdraw or modify (or publicly propose or announce any intention or desire to withhold, withdraw or modify), in a manner adverse to Parent, the approval equity securities of the Company Board of this Agreement and/or any of or the transactions contemplated hereby, or (vii) take any action or position that is inconsistent with, or withdraw or modify (or publicly propose or announce any intention or desire to withdraw or modify), in a manner adverse to Parent, any determination or recommendation referred to in Section 6.4Subsidiaries. The Company and the its Subsidiaries will, and each of them will cause their respective Company Subsidiaries will Representatives to, immediately cease any and all existing activities, discussions and or negotiations with any Persons conducted prior to or on the date of this Agreement Date with respect to any Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company has engaged in any such activities related to any Acquisition Proposal within the twelve (12) -month period preceding the date Agreement Date, and shall enforce (and shall not, nor permit any of this Agreementits Subsidiaries to, waive) any rights under any standstill, confidentiality or similar agreements entered into by such Person. If any Representative of the Company, whether in his 's Subsidiaries or her capacity as such or in any other capacity, Company Representative takes any action that the Company is obligated pursuant to this Section 6.6 5.3(a) to use all reasonable efforts cause such Person not to ensure that its Representatives do not take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.65.3(a). The Company shall direct and use its reasonable best efforts to cause any employee of the Company or any of its Subsidiaries to honor the restrictions of the Company contained in this Section 5.3. For purposes of this Section 5.3(a), "officer" shall mean any employee of the Company or any of its Subsidiaries who is a vice-president or senior to a vice-president, including without limitation, all "named executive officers" as such term is defined in the Exchange Act.

No Solicitation Generally. Except as specifically permitted by Sections 6.6(c5.3(c) and 6.6(d5.3(d), from and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Article 87, the Company and its Subsidiaries will not, and nor will cause they authorize or permit any of their respective officers, directors, Affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Subsidiaries not Representatives”) to, and will use all reasonable efforts to ensure that its Representatives do not, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support knowingly facilitate or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain in or continue any communications (except solely to provide written or oral notice as to the existence of these provisions) or negotiations with third parties regarding, or deliver or make available to any Person (other than Company Representatives) any non-public information in response to, or in connection with, with respect to any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend approve (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal or adopt a board resolution to (1) do any of the foregoing or (2) endorse or recommend any Acquisition Proposal, (iv) enter into any letter of intent, exclusivity agreement, term sheet understanding or any other Contract contemplating or otherwise relating to any Acquisition Proposal, (v) submit any Acquisition Proposal to the vote of any stockholders securityholders of the CompanyCompany or any Subsidiary, (vi) withhold, withdraw or modify (or publicly propose or announce any intention or desire to withhold, withdraw or modify), in a manner adverse to Parent, the approval of the Company Board of the Merger, this Agreement and/or any of the transactions contemplated hereby, (vii) grant any waiver or release under any standstill or similar agreement with respect to the Company or the Subsidiaries, or any class of equity securities of the Company or the Subsidiaries, or (viiviii) take any action or position that is inconsistent with, or withdraw or modify (or publicly propose or announce any intention or desire to withdraw or modify), in a manner adverse to Parent, any determination or recommendation referred to in Section 6.45.2, other than as expressly permitted under Section 7.1(h). The Company and the Company its Subsidiaries will immediately cease any and all existing activities, discussions and or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal and request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company has engaged in any such activities related to any Acquisition Proposal within the twelve (12) -month period preceding the date of this Agreement, and shall not, nor permit any Subsidiary to, waive any rights under any standstill, confidentiality or similar agreements entered into by such Person. If any Company Representative of the Company, whether in his or her capacity as such or in any other capacitysuch, takes any action that the Company is obligated pursuant to this Section 6.6 5.3 not to use all reasonable efforts authorize or permit such Company Representative to ensure that its Representatives do not take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.65.3.