Common use of No Solicitation of Other Offers Clause in Contracts

No Solicitation of Other Offers. (a) The Corporation and its affiliates and each of their respective officers, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation nor any of its affiliates, shall, directly or indirectly, take (and the Corporation shall not authorize or permit its or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to (i) encourage, solicit or initiate the making of any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent or Sub or their representatives) in connection with, or take any other action to facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, PROVIDED, HOWEVER, that the Corporation, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b) hereof, may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors of the Corporation reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in this Agreement.

No Solicitation of Other Offers. (a) The Corporation Company shall, and shall use its affiliates commercially reasonable efforts to cause its Affiliates and each of its and their respective officers, directors, employees, representatives representatives, consultants, investment bankers, attorneys, accountants and other agents shall immediately to, cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal (as defined below)Proposal. Neither the Corporation nor any The Company shall not take, and shall use its commercially reasonable efforts to cause its Affiliates and each of its affiliates, shall, directly or indirectly, take (and the Corporation shall not authorize or permit its or its affiliates, their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliatesnot to take, to so take) any action to (i) encourageto encourage knowingly, solicit solicit, initiate or initiate facilitate, directly or indirectly, the making or submission of any Acquisition Proposal, (ii) to enter into any agreement agreement, arrangement or understanding with respect to any Acquisition Proposal or Proposal, (iii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent or Sub or their representativesPurchaser) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to facilitate manner any inquiries or the making or submission of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, PROVIDEDor (v) to grant any waiver or release under any standstill, HOWEVERconfidentiality or similar agreement (other than waivers or releases in the ordinary course of business) entered into by the Company or any of its Affiliates or representatives; provided, that the CorporationCompany, in response to an unsolicited Acquisition Proposal that did not result from a breach of this Section 5.5(a) and otherwise in compliance with its obligations under Section 5.9(b) hereof5.5(c), may participate in discussions or negotiations with with, request clarifications from, or furnish information to to, any third party which proposes a transaction which the Board of Directors of the Corporation reasonably determines will result in a Superior Person (other than Purchaser) that makes an unsolicited Acquisition Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose such action is taken subject to withdraw or modify, in a manner adverse confidentiality agreement with terms not more favorable to Parent or Sub such Person than the approval and recommendation terms of the Offer and this Confidentiality Agreement or (as in effect on the date hereof), (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation has determined Company reasonably determines in good faith that the such Acquisition Proposal is is, or could reasonably likely lead to, a Superior ProposalProposal and (z) the Board of Directors of the Company reasonably determines in good faith, (ii) all the conditions after receiving advice from Netherlands Antilles counsel to the Corporation's right Company, that it is necessary to terminate this Agreement take such actions in accordance order to comply with Section 8.1(e) have been satisfied (including the expiration fiduciary duties of the three day period described therein and the payment Board of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in this AgreementDirectors under applicable Law.

No Solicitation of Other Offers. (a) The Corporation Each Stockholder shall, and shall take all actions reasonably necessary to cause its affiliates Affiliates and each of its and their respective officers, directors, employees, representatives representatives, consultants, investment bankers, attorneys, accountants and other agents shall (to the extent such agents are acting on the Stockholder's behalf) immediately to, cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal (as defined below)Proposal. Neither the Corporation nor any of its affiliatesNo Stockholder shall take, shall, directly or indirectly, take (and the Corporation shall not authorize or permit its or Affiliates and its affiliates, and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates(to the extent such agents are acting on the Stockholder's behalf) to take, to so take) any action to (i) to encourage, solicit solicit, initiate or initiate facilitate, directly or indirectly, the making or submission of any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any agreement agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent or Sub or their representativesSub) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to facilitate manner any inquiries or the making or submission of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or (v) to grant any waiver or release under any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives regarding or in connection with an Acquisition Proposal. Without limiting the foregoing, PROVIDEDParent, HOWEVERSub, the Company and the Stockholder agree that the Corporation, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b) hereof, may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors violation of the Corporation reasonably determines will result restrictions set forth in a Superior Proposal if this Section 5.2 by any Person who is an officer, director, employee or wholly owned subsidiary of Stockholder, or any, representative, consultant, investment banker, attorney, accountant or other agent of the Board Stockholder or any of Directors believes its wholly owned subsidiaries, (to the extent such Persons are acting on the Stockholder's behalf) and has been advised in writing informed by independent outside counsel) that failing to take such action would the Stockholder, or otherwise made aware or had knowledge, of its obligations hereunder shall constitute a breach by the Stockholder of its fiduciary duties this Section 5.2; provided, however, that if the Stockholder is aware that any such Person is in violation of the restrictions contained in this Section 5.2, the Stockholder shall be in breach of this Section 5.2 if such agent does not refrain from such action. The Stockholder shall enforce, to the fullest extent permitted under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach provisions of any other covenant standstill, confidentiality or similar agreement contained entered into by the Stockholder or any of its Affiliates or representatives including, but not limited to, where necessary, seeking to obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in this Agreementany court having jurisdiction.

No Solicitation of Other Offers. (a) The Corporation Company and its affiliates and each of their respective officers, directors, employees, representatives representatives, consultants, investment bankers, attorneys, accountants and other agents shall immediately cease any existing discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation Company nor any of its affiliates, affiliates shall, directly or indirectly, take (and the Corporation Company shall not authorize or permit any of its or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliatesagents, to so take) any action to (i) encourageto directly or indirectly solicit, solicit initiate or initiate knowingly encourage the making of any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal initiate or (iii) participate in any way in discussions or negotiations with, or or, furnish or disclose any information to, any Person (other than Parent or Sub or their representativesSub) in connection withfurtherance of, or take any other action to facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or (iii) to enter into any agreement with respect to any Acquisition Proposal; provided, PROVIDEDthat, HOWEVER, to the extent that the Corporationfailure to take such action would breach the fiduciary obligations of the Board of Directors of the Company, as determined in good faith by a majority of the disinterested members thereof based on the advice of outside counsel, the Company may, in response to an unsolicited Acquisition Proposal that was not solicited by the Company and that did not otherwise result from a breach of this Section 3.07(a), no sooner than two days following delivery to Parent of notice of such Acquisition Proposal in compliance with Section 3.07(c), furnish information with respect to the Company and its obligations under Section 5.9(b) hereof, may Subsidiaries to any Person pursuant to a customary confidentiality agreement and participate in discussions or negotiations with or furnish information respect to any third party which proposes Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding two sentences by any executive officer of the Company or any Subsidiary, any affiliate or director of the Company or any Subsidiary of the Company, or any advisor retained by the Company in connection with the transactions contemplated hereby, whether or not such Person is purporting to act on behalf of the Company or any Subsidiary of the Company, shall be deemed to be a transaction which breach of this Section 3.07(a) by the Company. Nothing in this Section 3.07 shall prevent the Company or Board of Directors of the Corporation reasonably determines will result in a Superior Proposal if the Board of Directors believes (from taking and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions disclosing to the CorporationCompany's right stockholders a position contemplated by Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with respect to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposaltender offer. Any actions permitted under, and taken in compliance with, this Section 5.9 3.07 shall not be deemed a breach of any other covenant or agreement of such party contained in this Agreement.

No Solicitation of Other Offers. (a) The Corporation Company shall and its affiliates shall cause the Bank and each of their respective officers, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation nor any of its affiliates, shall, directly or indirectly, take (their Affiliates and the Corporation shall not authorize or permit any of its or its affiliates, and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents immediately to, cease any discussions or negotiations with any other Person or Persons that may be ongoing with respect to any Acquisition Proposal. The Company will not and will cause the Bank and its and their Affiliates, and any of its or their respective officers, directors or employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliatesnot to take, to so take) any action to (i) to encourage, solicit solicit, initiate or initiate facilitate, directly or indirectly, the making or submission of any Acquisition Proposal, (ii) to enter into any agreement agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company or the Bank to abandon, terminate or fail to consummate the Company Merger, the Bank Merger or any other transaction contemplated by this Agreement, (iii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent or Sub or their representativesAcquiror) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to facilitate manner any inquiries or the making or submission of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition ProposalProposal or (v) to grant any waiver or release under any standstill, PROVIDEDconfidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives; provided, HOWEVERhowever, that prior to obtaining the CorporationRequired Company Vote (but in no event after obtaining the Required Company Vote), the Company, in response to an unsolicited Acquisition Proposal that did not result from a breach of this Section 7.3(a) and otherwise in compliance with its obligations under Section 5.9(b) hereof7.3(c), may participate in discussions or negotiations with or furnish information to, any Person (other than Acquiror) which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to any a confidentiality agreement with terms taken as a whole not more favorable to such third party which proposes a transaction which than the Board of Directors terms of the Corporation Company Confidentiality Agreement (as in effect on the date hereof) and (B) after consultation with independent financial advisors, and after receiving written advice from outside nationally recognized legal counsel to the Company, a majority of the members of the entire Company Board reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised in writing good faith by independent outside counsel) resolution that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the Acquisition Proposal is a Superior ProposalProposal and that it is necessary to take such actions in order to comply with the fiduciary duties of the Company Board under applicable Law. Without limiting the foregoing, Acquiror and the Company agree that any violation of the restrictions set forth in this Section 7.3(a) by any Affiliate, officer, director, employee, representative, consultant, investment banker, attorney, accountant or other agent of the Company, the Bank or any of their Affiliates, whether or not such Person is purporting to act on behalf of the Company, the Bank or any of their PALOALTO 66463 v1 (ii2K) all -54- Affiliates, shall constitute a breach by the conditions Company of this Section 7.3(a). The Company shall enforce, to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including fullest extent permitted under applicable Law, the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach provisions of any other covenant standstill, confidentiality or similar agreement contained entered into by the Company or any of their Affiliates or representatives including, but not limited to, where necessary obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in this Agreementany court having jurisdiction.

No Solicitation of Other Offers. (a) The Corporation Each of the Company and its affiliates Subsidiaries shall, and shall use all reasonable efforts (including directing or instructing the relevant Persons as appropriate) to procure that each of its and their respective officersRepresentatives shall, directors, employees, representatives and agents shall immediately cease any discussions discussions, activities or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal Proposal. The Company and its Subsidiaries shall not take, and shall not authorize or permit their respective Representatives to take, any action (as defined below). Neither the Corporation nor any of its affiliatesi) to solicit, shallinitiate or knowingly encourage or facilitate, directly or indirectly, take (and the Corporation shall not authorize or permit its or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to (i) encourage, solicit or initiate the making or submission of any Acquisition Proposal, (ii) to enter into any agreement agreement, contract or commitment (or letter of intent or similar document) with respect to any Acquisition Proposal, other than a confidentiality agreement referred to below or in connection with the termination of this Agreement pursuant to Section 8.1(f), in accordance with the terms and under the circumstances contemplated below in this Section 6.3(a), or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, contract or commitment that would require the Company to abandon, terminate or fail to consummate the Transactions, (iii) to initiate or participate in any way in any discussions or negotiations withwith (other than such discussions or negotiations as may be reasonably necessary regarding a confidentiality agreement referred to in clause (1) below), or furnish or disclose any information to, any Person (other than Parent Parent, Merger Subsidiary or Sub or their representativesAcquisition Subsidiary) in connection with, or take any other action to facilitate any inquiries or the making furtherance of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may could reasonably be expected to lead to, any Acquisition Proposal, PROVIDEDor (iv) to grant any waiver or release under any standstill, HOWEVERconfidentiality or similar agreement relating to a possible acquisition, that merger, business combination or other similar transaction between the CorporationCompany and any other Person (other than a Subsidiary of the Company) entered into by the Company or any of its Subsidiaries or any of their Representatives; provided, that, prior to obtaining the approval of the Company Stockholders contemplated by Section 6.5, in response to an unsolicited written Acquisition Proposal (that was not made in material violation of any standstill, confidentiality, or similar agreement entered into by the Company or otherwise entered into for the benefit of or enforceable by the Company) and otherwise in compliance with its obligations under Section 5.9(b) hereof, may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors of the Corporation reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.16.3(c), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in this Agreement.Company may:

No Solicitation of Other Offers. (a) The Corporation Company and its affiliates Affiliates and each of their respective officers, directors, employees, representatives representatives, consultants, investment bankers, attorneys, accountants and other agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation Company nor any of its affiliates, Affiliates shall, directly or indirectly, take (and the Corporation Company shall not authorize authorise or permit its or its affiliatesAffiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliatesAffiliates, to so take) any action to (i) encourage, solicit solicit, initiate or initiate facilitate the making of any Acquisition Proposal (including, without limitation, by taking any action that would make the Article VIII of the Company Charter or Section 203 of the Delaware General Corporation Law inapplicable to an Acquisition Proposal), (ii) enter into any agreement with respect to any Acquisition Proposal or enter into any arrangement, understanding or agreement requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement or (iii) participate in any way in discussions or negotiations with, or or, furnish or disclose any information to, any Person (other than Parent or Sub or their representativesMerger Sub) in connection with, or take any other action to facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, ; PROVIDED, HOWEVER, that the CorporationCompany, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b8.2(b) hereof, may participate in discussions or negotiations with or furnish information (pursuant to a confidentiality agreement with terms not more favourable to such third party than the terms of the Confidentiality Agreement) to any third party which proposes a transaction which makes an Acquisition Proposal if (i) the Board of Directors of the Corporation reasonably determines (based upon the advice of an independent, nationally recognized financial advisor) that such Acquisition Proposal will result in lead to a Superior Proposal if (as defined below) and (ii) the Board of Directors believes (and has been so advised in writing by independent outside nationally recognized legal counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable lawduties. In addition, neither the Board of Directors of the Corporation Company nor any Committee thereof shall (xA) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Merger Sub the approval and recommendation of the Offer and this Agreement or (yB) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that ; PROVIDED THAT the Corporation Company may recommend to its shareholders stockholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i1) a third party makes a Superior Proposal, and (2) (a) five (5) business days have elapsed following delivery to Parent of a written notice of the determination by the Board of Directors of the Corporation Company to take such action and during such five (5) business day period the Company has determined that fully co-operated with Parent including, without limitation, informing Parent of the terms and conditions of such Superior Proposal, and the identity of the Person making such Superior Proposal, with the intent of enabling both parties to agree to a modification of the terms and conditions of this Agreement, and (b) at the end of such five (5) business day period the Acquisition Proposal is continues to constitute a Superior Proposal, (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in this Agreement.

No Solicitation of Other Offers. (a) The Corporation Until this Agreement has been terminated in accordance with SECTION 8 (and its affiliates and each the payments, if any, required to be made by CLJ in connection with such termination pursuant to SECTION 8.2 have been made), none of CLJ, CSL, any of their respective officersAffiliates, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation nor any of its affiliates, shall, directly their respective officers (or indirectly, take (and the Corporation shall not authorize or permit its or its affiliates, officersother senior management employees), directors, employees, representatives, consultants, investment bankers, attorneys, accountants or and other agents or affiliates(collectively, to so takethe "REPRESENTATIVES") any action to shall Knowingly (i) encourage, solicit solicit, initiate or initiate facilitate the making of, or take any other action to facilitate any inquiries or the making of any Acquisition proposal that constitutes, or may reasonably be expected to lead to, any Alternative Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or furnish or disclose any nonpublic information to, any Person (other than Parent or Sub or their representativesSNH) in connection with any Alternative Proposal, or (iii) enter into any agreement, letter of intent or similar document contemplating or otherwise relating to any Alternative Proposal; provided, however, that this SECTION 5.9(a) shall not prohibit CLJ, CSL or the Representatives from: (i) complying with all applicable laws, rules and regulations, including Rules 14d-9 and 14e-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") or publicly disclosing the existence of an Alternative Proposal to the extent required by applicable law, or (ii) furnishing non-public information to, or entering into discussions or negotiations with, or take accepting an Alternative Proposal from, any other action to facilitate person or entity in connection with an unsolicited bona fide written proposal or proposals from any inquiries person or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable entity relating to an Acquisition Proposal) Alternative Proposal if CLJ determines in good faith based upon the advice of counsel that constitutessuch action is required in order for CLJ to comply with its fiduciary obligations under the MGCL. If CLJ or CSL shall receive any offer to purchase (or any request for non-public information concerning CSL's assets in connection with a potential offer to purchase such assets), or may reasonably be expected to lead which it determines it must respond to, any Acquisition Proposal, PROVIDED, HOWEVER, that the Corporation, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b) hereof, may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors of the Corporation reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof it shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation inform SNH that an offer or request has determined that the Acquisition Proposal is a Superior Proposalbeen received, and (ii) all furnish to SNH the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration identity of the three day period described therein and offeror or Person making the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted underrequest, and taken in compliance with, this Section 5.9 shall not be deemed a breach description of any other covenant or agreement contained in this Agreementthe material terms thereof.

No Solicitation of Other Offers. (a) The Corporation and its affiliates and each of their respective officersCHE shall not, directors, employees, representatives and agents nor shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation nor it permit any of its affiliatessubsidiaries to, shallnor shall it authorize or permit any officer, director or representative or agent of CHE or any of its subsidiaries (including, without limitation, any investment banker, financial advisor, attorney or accountant retained by CHE or any of its subsidiaries) to, directly or indirectly, take (and the Corporation shall not authorize or permit its or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to (i) encouragesolicit, solicit initiate or initiate the making knowingly encourage (including by way of any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent or Sub or their representatives) in connection withfurnishing non-public information), or take any other action to facilitate the initiation of any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to proposals regarding an Acquisition ProposalProposal (as hereinafter defined), (ii) that constitutesengage in negotiations or discussions concerning, or may reasonably be expected provide any nonpublic information to lead any Person relating to, any Acquisition Proposal, PROVIDEDor (iii) agree to approve or recommend any Acquisition Proposal; provided, HOWEVERhowever, that nothing contained in this Section 7.6 shall prohibit CHE or the CorporationBoard from taking and disclosing to stockholders a position contemplated by Rule 14e-2 promulgated under the Exchange Act; and provided, in response further, that, prior to CHE Stockholders' Meeting, (y) the Board on behalf of CHE may upon the bona fide unsolicited request of a Third Party (as hereinafter defined) furnish information or data (including, without limitation, confidential or non-public information or data) relating to CHE or its subsidiaries for the purposes of an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b) hereof, may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors of the Corporation reasonably determines will result in a Superior Person making an unsolicited bona fide Acquisition Proposal if the Board of Directors believes that to do so could reasonably lead to a Superior Proposal (as hereinafter defined) and has been advised in writing by independent outside counsel(z) that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer relating to this Agreement or the Merger transactions contemplated hereby if (i) the Board of Directors of the Corporation has determined determines in good faith after consultation with its financial advisor that the Acquisition Proposal is a Superior Proposaltransactions contemplated hereby are no longer in the best interests of CHE's stockholders and that such withdrawal or modification is, (ii) all the conditions therefore, advisable in order to the Corporationsatisfy its fiduciary duties to CHE's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in this Agreementstockholders under Applicable Law.

No Solicitation of Other Offers. (a) The Corporation Company and its affiliates Subsidiaries shall not, and each the Company shall use reasonable best efforts to ensure that its Representatives shall not, (i) directly or indirectly, initiate or solicit or knowingly encourage or facilitate any Acquisition Proposal, or (ii) directly or indirectly, engage in or continue any negotiations or discussions concerning, or provide any information or data to, any Person relating to an Acquisition Proposal or execute or enter into any agreement, understanding, letter of their respective officers, directors, employees, representatives and agents shall immediately cease any discussions intent or negotiations with any other parties that may be ongoing arrangement with respect to any Acquisition Proposal (as defined other than a confidentiality agreement described below). Neither Subject to Section 6.3(b), neither the Corporation Company nor the Company’s Board of Directors or any of its affiliates, shall, directly or indirectly, take (and committee thereof shall recommend to the Corporation shall not authorize or permit its or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to (i) encourage, solicit or initiate the making of Company Stockholders any Acquisition Proposal, (ii) enter into Proposal or approve any agreement with respect to an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or the Company’s Board of Directors or any committee thereof from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to the Company Stockholders) or from making any legally required disclosure to the Company Stockholders with regard to an Acquisition Proposal (provided that neither the Company nor the Company Board may recommend any Acquisition Proposal unless permitted by Section 6.3(b) below and the Company may not fail to include or (iii) participate in any way in discussions or negotiations withmake, or furnish withdraw, modify or disclose any information to, any Person (other than Parent or Sub or their representatives) in connection with, or take any other action to facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, PROVIDED, HOWEVER, that the Corporation, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b) hereof, may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors of the Corporation reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, change in a manner adverse to Parent all or Sub any portion of, the approval recommendation to the Company Stockholders contemplated by Section 6.5 unless permitted by the terms hereof or by applicable Law), or (ii) (A) providing access to its properties, books and recommendation records and providing information or data in response to a request therefor by a Person who has made an unsolicited Acquisition Proposal if the Company’s Board of Directors or any committee thereof receives from the Person so requesting such information an executed confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement and it being understood that the Company may enter into a confidentiality agreement without a standstill provision), or (B) engaging in any negotiations or discussions with any Person who has made an unsolicited Acquisition Proposal, if and only to the extent that prior to taking any of the Offer actions set forth in clauses (A) or (B) of clause (ii), (x) the Company’s Board of Directors shall have determined in good faith that such Acquisition Proposal constitutes or will result in, or is reasonably likely to result in, a Superior Proposal from the party that made the applicable Acquisition Proposal, and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal Company shall have informed Parent promptly following (and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (ino event later than twenty-four hours after) the Board of Directors of the Corporation has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach taking by it of any other covenant or agreement contained in this Agreementsuch action.

No Solicitation of Other Offers. (a) The Corporation Company and ------------------------------- its affiliates Affiliates and each of their respective officers, directors, employees, representatives representatives, consultants, investment bankers, attorneys, accountants and other agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below)Proposal. Neither From and after the Corporation date hereof, neither the Company nor any of its affiliates, Affiliates shall, directly or indirectly, take (and the Corporation Company shall not authorize or permit its or its affiliatesAffiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliatesAffiliates, to so take) any action to (i) encouragedirectly or indirectly, solicit solicit, initiate, facilitate or initiate knowingly encourage the making or submission of any Acquisition Proposal or of an inquiry with respect to any Acquisition Proposal (including, without limitation, by taking any action that would make Section 203 of the DGCL inapplicable to an Acquisition Proposal), (ii) enter into any agreement to (w) facilitate or further the consummation of, or consummate, any Acquisition Proposal, (x) facilitate the making of an inquiry with respect to any Acquisition Proposal, (y) approve or endorse any Acquisition Proposal or (z) in connection with any Acquisition Proposal, require it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent or Sub or their representativesSub) in connection withwith any Acquisition Proposal or inquiry with respect to any Acquisition Proposal or (iv) grant any waiver or release under or materially amend any standstill, confidentiality or take similar agreement entered into by the Company or any other action of its Affiliates or representatives; provided, -------- however, that, prior to facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 consummation of the DGCL or Offer, the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, PROVIDED, HOWEVER, that the CorporationCompany, in response to ------- an unsolicited Acquisition Proposal that did not result from a breach in any material respect of this Section 6.6(a) and following delivery to Parent of the information required under Section 6.6(b) and otherwise in compliance in all material respects with its obligations under Section 5.9(b) hereof6.6(b), may (1) participate in discussions with or negotiations with request clarifications from, or furnish information to to, any third party which proposes makes an unsolicited Acquisition Proposal, in each case solely for the purpose of obtaining information reasonably necessary to ascertain whether such Acquisition Proposal is, or could reasonably likely lead to, a transaction which Superior Proposal and (2) if the Board of Directors of the Corporation Company (after consultation with an independent, nationally recognized investment bank) reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) good faith that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in this Agreement.Superior

No Solicitation of Other Offers. (a) The Corporation Company shall, and shall use its affiliates commercially reasonable efforts to cause its Affiliates and each of its and their respective officers, directors, employees, representatives representatives, consultants, investment bankers, attorneys, accountants and other agents shall immediately to, cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal (as defined below)Proposal. Neither the Corporation nor any of its affiliates, shall, directly or indirectly, take (and the Corporation The Company shall not authorize or permit take, and shall use its or commercially reasonable efforts to cause its affiliates, Affiliates and its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliatesAffiliates not to take, to so take) any action to (i) to encourage, solicit solicit, initiate or initiate facilitate, directly or indirectly, the making or submission of any Acquisition Proposal, (ii) to enter into any agreement agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent Buyer or Sub or their representativesAcquisition) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to facilitate manner any inquiries or the making or submission of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, PROVIDEDor (v) to grant any waiver or release under any standstill, HOWEVERconfidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives; provided, however, that the CorporationCompany, in response to an unsolicited Acquisition Proposal that did not result from a breach of this Section 6.6(a) and otherwise in compliance with its obligations under Section 5.9(b6.6(c) hereof, may participate in discussions or negotiations with (x) request clarifications from, or furnish information to, (but not enter into discussions with) any Person (other than Buyer or Acquisition) which makes such unsolicited Acquisition Proposal if (A) such action is taken solely for the purpose of obtaining information reasonably necessary to any third party which proposes ascertain whether such Acquisition Proposal is, or could reasonably likely lead to, a transaction which Superior Proposal, and (B) a majority of the members of the entire Board of Directors of the Company reasonably determines in good faith, based on the recommendation of the Special Committee and after receiving consultation with outside legal counsel to the Company, that it is necessary to take such actions in order to comply with the fiduciary duties of the Board of Directors of the Corporation reasonably determines will result Company under applicable Law or (y) participate in a Superior discussions with, request clarifications from, or furnish information to, any Person (other than Buyer or Acquisition) which makes such unsolicited Acquisition Proposal if (A) after consultation by the Board Special Committee with an independent, nationally recognized investment bank, a majority of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach the members of its fiduciary duties under applicable law. In addition, neither the entire Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modifyCompany, or propose to withdraw or modify, in a manner adverse to Parent or Sub based on the approval and recommendation of the Offer and this Agreement or (y) approve or recommendSpecial Committee, or propose to approve or recommend, any Acquisition Proposal, provided reasonably determines in good faith that the Corporation may recommend to its shareholders an such Acquisition Proposal is a Superior Proposal and in connection therewith withdraw or modify its approval or recommendation (B) a majority of the Offer or members of the Merger if (i) the entire Board of Directors of the Corporation has determined that Company reasonably determines in good faith, based on the Acquisition Proposal is a Superior Proposal, (ii) all recommendation of the conditions Special Committee and after receiving consultation with outside legal counsel to the Corporation's right Company, that it is necessary to terminate this Agreement take such actions in accordance order to comply with Section 8.1(e) have been satisfied (including the expiration fiduciary duties of the three day period described therein Board of Directors under applicable Law. Without limiting the foregoing, Buyer, Acquisition and the payment Company agree that any violation of all amounts required pursuant to the restrictions set forth in this Section 9.1)6.6(a) by any Affiliate, (iii) simultaneously with such withdrawalofficer, modification or recommendationdirector, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee employee, representative, consultant, investment banker, attorney, accountant or other inducement agent of the Company or any of its Affiliates, whether or not such Person is purporting to act on behalf of the Company or any of its Affiliates, shall constitute a breach by the Company of this Section 6.6(a). The Company shall enforce, to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions fullest extent permitted underunder applicable Law, and taken in compliance with, this Section 5.9 shall not be deemed a breach the provisions of any other covenant standstill, confidentiality or similar agreement contained entered into by the Company or any of its Affiliates or representatives including, but not limited to, where necessary obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in this Agreementany court having jurisdiction.

No Solicitation of Other Offers. (a) The Corporation and its affiliates and each Company shall not, nor shall it authorize or permit any Subsidiary of their respective officersthe Company to, directorsnor shall it authorize or permit any officer, employeesdirector or employee of, representatives and agents shall immediately cease or any discussions investment banker, attorney or negotiations with other advisor or representative (collectively, “Representatives”) of the Company or any other parties that may be ongoing with respect Subsidiary of the Company to (i) directly or indirectly solicit, initiate or encourage the submission of, any Acquisition Alternative Proposal (as defined below). Neither the Corporation nor any of its affiliates, shall, directly or indirectly, take (and the Corporation shall not authorize or permit its or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to (i) encourage, solicit or initiate the making of any Acquisition Proposal, (ii) directly or indirectly enter into any agreement with respect to any Acquisition Proposal or (iii) participate or engage in any way in discussions or negotiations withregarding, or furnish or disclose to any Person any information with respect to, any Person (other than Parent or Sub or their representatives) in connection with, or take any other action to facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Alternative Proposal or (iii) enter into any agreement with respect to any Alternative Proposal; provided, PROVIDED, HOWEVERhowever, that prior to the CorporationEffective Time, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b) hereof, may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the extent the Board of Directors of the Corporation Company determines reasonably determines will result and in a Superior Proposal if the Board good faith, after consultation with and receipt of Directors believes (and has been advised in writing by independent advice of outside counsel) , that failing to take such action would constitute a breach of is necessary to comply with its fiduciary or statutory duties under applicable law. In additionLaw, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modifyCompany and its Representatives may, in a manner adverse response to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose an Alternative Proposal that is reasonably likely to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend lead to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein which was not solicited by it following July 2, 2003 and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does did not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed otherwise result from a breach of this section, (A) furnish information with respect to the Company to the Person or group making such an Alternative Proposal and its Representatives pursuant to a confidentiality agreement containing terms, including a standstill provision, no less favorable to the Company than the Confidentiality Agreement and (B) participate in discussions and negotiations with such Person or group and its Representatives to the extent required regarding such an Alternative Proposal; provided, however that the Company shall, and shall cause its Subsidiaries and Representatives to, provide Parent with any other covenant information to be provided to such Person or agreement contained in this Agreementgroup concurrently therewith and provide Parent with at least 24 hour prior notice with respect to any meeting of the Company’s Board of Directors to discuss such an Alternative Proposal. The Company shall, and shall cause its Representatives to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Alternative Proposal.

No Solicitation of Other Offers. (a) The Corporation Company and its affiliates and each of their respective officers, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation Company nor any of its affiliates, shall, directly or indirectly, take (and the Corporation Company shall not authorize or permit its or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to (i) encourage, solicit or initiate the making of any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or or, furnish or disclose any information to, any Person (other than Parent or Sub or their representativesSub) in connection with, or take any other action to facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 912 of the DGCL New York Business Corporation Law or the provisions of Article FIFTH SEVENTH of the CorporationCompany's Restated and Amended Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, PROVIDEDprovided, HOWEVERhowever, that the CorporationCompany, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b4.07(b) hereof, may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors of the Corporation Company reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable lawduties. In addition, neither the Board of Directors of the Corporation Company nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation Company may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation Company has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions to the CorporationCompany's right to terminate this Agreement in accordance with Section 8.1(e6.01(f) hereof have been satisfied (including the expiration of the three day Business Day period described therein and the payment of all amounts required pursuant to Section 9.1), 7.01 hereof) and (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e6.01(f) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposalhereof. Any actions permitted under, and taken in compliance with, this Section 5.9 4.07 shall not be deemed a breach of any other covenant or agreement of such party contained in this Agreement.

No Solicitation of Other Offers. (a) The Corporation Company shall, and shall use its affiliates reasonable best efforts to cause its Affiliates and each of its and their respective officers, directors, employees, representatives representatives, consultants, investment bankers, attorneys, accountants and other agents shall immediately to, cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal (as defined below)Proposal. Neither the Corporation nor any of its affiliates, shall, directly or indirectly, take (and the Corporation The Company shall not authorize or permit take, and shall use its or reasonable best efforts to cause its affiliates, Affiliates and its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliatesAffiliates not to take, to so take) any action to (i) to encourage, solicit solicit, initiate or initiate facilitate, directly or indirectly, the making or submission of any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any agreement agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Offer or the Scheme of Arrangement or any other transaction contemplated by the Transaction Documents, (iii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent or Sub or their representativesSub) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to facilitate manner any inquiries or the making or submission of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, PROVIDEDor (v) to grant any waiver or release under any standstill, HOWEVERconfidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives; provided, however, that the CorporationCompany, in response to an unsolicited Acquisition Proposal that did not result from a breach of this Section 6.6(a) and otherwise in compliance with its obligations under Section 5.9(b6.6(c) hereof, may participate in discussions or negotiations with (x) request clarifications from, or furnish information to, (but not enter into discussions with) any Person (other than Parent or Sub) which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to any third party which proposes a transaction which confidentiality agreement with terms not more favorable to such Person than the terms of the Confidentiality Agreement (as in effect on the date hereof), (B) such action is taken solely for the purpose of obtaining information reasonably necessary to ascertain whether such Acquisition Proposal is, or could reasonably likely lead to, a Superior Proposal, and (C) a majority of the members of the entire Board of Directors of the Company reasonably determines in good faith, after receiving advice from Cayman Islands counsel to the Company, that it is necessary to take such actions in order to comply with the fiduciary duties of the Board of Directors of the Corporation reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties Company under applicable law. In addition; or (y) participate in discussions with, neither request clarifications from, or furnish information to, any Person (other than Parent or Sub) which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with terms not more favorable to such third party than the terms of the Confidentiality Agreement (as in effect on the date hereof), (B) after consultation with an independent, nationally recognized investment bank, a majority of the members of the entire Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, Company reasonably determines in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided good faith that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the such Acquisition Proposal is a Superior Proposal, and (iiC) all a majority of the conditions members of the entire Board of Directors of the Company reasonably determines in good faith, after receiving advice from Cayman Islands counsel to the Corporation's right Company, that it is necessary to terminate this Agreement take such actions in accordance order to comply with Section 8.1(e) have been satisfied (including the expiration fiduciary duties of the three day period described therein Board of Directors under applicable law. Without limiting the foregoing, Parent, Sub and the payment Company agree that any violation of all amounts required pursuant to the restrictions set forth in this Section 9.1)6.6(a) by any Affiliate, (iii) simultaneously with such withdrawalofficer, modification or recommendationdirector, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee employee, representative, consultant, investment banker, attorney, accountant or other inducement agent of the Company or any of its Affiliates, whether or not such Person is purporting to act on behalf of the Company or any of its Affiliates, shall constitute a breach by the Company of this Section 6.6(a). The Company shall enforce, to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions fullest extent permitted underunder applicable law, and taken in compliance with, this Section 5.9 shall not be deemed a breach the provisions of any other covenant standstill, confidentiality or similar agreement contained entered into by the Company or any of its Affiliates or representatives including, but not limited to, where necessary, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in this Agreementany court having jurisdiction.

No Solicitation of Other Offers. (a) The Corporation Company and its affiliates Affiliates and each of their respective officers, directors, employees, representatives representatives, consultants, investment bankers, attorneys, accountants and other agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below)Proposal. Neither the Corporation Company nor any of its affiliates, Affiliates shall, directly or indirectly, take (and the Corporation Company shall not authorize or permit its or its affiliates, Affiliates' officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliatesAffiliates, to so take) any action to (i) encourage, solicit solicit, initiate or initiate facilitate the making of any Acquisition Proposal (including, without limitation, by taking any action that would make Section 203 of the DGCL inapplicable to an Acquisition Proposal, ) or (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or or, furnish or disclose any information to, any Person (other than Parent or Sub or their representativesMerger Sub) in connection with, or take any other action to facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, PROVIDED, HOWEVERhowever, that the CorporationCompany, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b6.2(b) hereof, may participate in discussions or negotiations with or furnish information (pursuant to a confidentiality agreement with terms not more favorable to such third party than the terms of the Confidentiality Agreement) to any third party which proposes a transaction which makes an Acquisition Proposal if (i) the Board of Directors of the Corporation reasonably determines will result (in consultation with the Company's independent financial advisor) that such Acquisition Proposal is likely to lead to a Superior Proposal if and (ii) the Board of Directors reasonably believes (and has been advised in writing by consultation with the Company's independent outside legal counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable lawduties. In addition, neither the Board of Directors of the Corporation Company nor any Committee committee thereof shall (xA) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Merger Sub the approval and recommendation of the Offer Merger and this Agreement or Agreement, (yB) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, or (C) enter into any agreement with respect to any Acquisition Proposal or enter into any arrangement, understanding or agreement requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement; provided that the Corporation Company may recommend to its shareholders stockholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger and enter into an agreement with respect to such Acquisition Proposal if (i1) a third party makes a Superior Proposal, and (2) (a) three (3) business days have elapsed following delivery to Parent of a written notice of the determination by the Board of Directors of the Corporation Company to take such action and during such (3) business day period the Company has determined that informed Parent of the terms and conditions of such Superior Proposal, and the identity of the Person making such Superior Proposal, and (b) at the end of such three (3) business day period the Acquisition Proposal is continues to constitute a Superior Proposal, (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in this Agreement.

No Solicitation of Other Offers. (a) The Corporation Under the Merger Agreement, the Company has agreed that, except as expressly permitted by the Merger Agreement, it will not, and will direct its affiliates and each representatives not to: • initiate, solicit, propose or knowingly encourage or otherwise knowingly facilitate any inquiry or the making of their respective officersany proposal or offer that constitutes or, directorswould reasonably be likely to lead to, employees, representatives and agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any an Acquisition Proposal (as defined below). Neither the Corporation nor ; • engage in, continue or otherwise participate in any of its affiliates, shall, directly discussions or indirectly, take (and the Corporation shall not authorize or permit its or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to (i) encourage, solicit or initiate the making of any Acquisition Proposal, (ii) enter into any agreement with respect negotiations relating to any Acquisition Proposal or (iii) participate in any way in discussions inquiry, proposal or negotiations with, or furnish or disclose any information to, any Person (other than Parent or Sub or their representatives) in connection with, or take any other action to facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) offer that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any to an Acquisition Proposal, PROVIDED, HOWEVER, that the CorporationProposal (other than, in response to an unsolicited inquiry, to ascertain facts from the Person making such Acquisition Proposal for the sole purpose of clarifying the terms and conditions thereof so as to determine whether such Acquisition Proposal constitutes, or would reasonably be likely to lead to, a Superior Proposal (as defined below) and to inform any Person who has made any inquiry with respect to, or who has made, an Acquisition Proposal of the Company’s non-solicitation restrictions; Table of Contents • provide any information or data concerning the Company or access to the Company’s properties, books and records to any Person in connection with any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be likely to lead to an Acquisition Proposal; • enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other similar arrangement (other than a permitted confidentiality agreement) (each, an “Alternative Acquisition Agreement”); • take any action to exempt any third party from the restrictions on “business combinations” or acquisitions or voting of Common Stock under any applicable takeover statute or otherwise cause such restrictions not to apply; • except where the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties, grant any waiver, amendment or release under any standstill or confidentiality agreement concerning an Acquisition Proposal; or • agree, authorize or commit to do any of the foregoing. Notwithstanding anything to the contrary contained in the Merger Agreement, the Company may (i) provide information requested by a person who has made an unsolicited bona fide written Acquisition Proposal and (ii) engage in compliance discussions and negotiations with such person, if and only to the extent that, prior to taking any action described in (i) and (ii) above, the Company Board (or a committee thereof) has determined in good faith, after consultation with its obligations under Section 5.9(b) hereofoutside financial advisors and outside legal counsel, may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors of the Corporation reasonably determines will result in that such Acquisition Proposal either constitutes a Superior Proposal if or is likely to lead to a Superior Proposal and that, based on the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing information then available, the failure to take such action would constitute a breach of its be inconsistent with the Company Board’s fiduciary duties under applicable lawduties. In addition, neither the Board of Directors of the Corporation nor in order to provide information to any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Person making an unsolicited bona fide written Acquisition Proposal, such Person must execute a confidentiality agreement on terms not less restrictive to such person than those contained in the confidentiality agreement the Company entered into with DPI on April 5, 2018, and on terms that will not prohibit the Company from complying with the terms of the Merger Agreement. If the Company provides any information to such Person not previously provided to Parent, a copy of such information must be delivered to Parent not later than 24 hours after the time such information is provided to such Person. The Company has agreed to promptly (and in no event later than 48 hours after receipt of such Acquisition Proposal or acquisition inquiry) notify Parent in writing of such acquisition proposal, acquisition inquiry or any request for non-public information or data concerning the Company (which notification will include the identity of the Person making such proposal or request and the material terms and conditions thereof), and will thereafter keep Parent reasonably informed of any material change to the terms of the acquisition proposal or acquisition inquiry (but, in any event, within 24 hours of any substantive development or change in status). The Company will, and will ensure that its representatives, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with any third party relating to any Acquisition Proposal or acquisition inquiry, provided, however, that the Corporation may recommend to its shareholders an Acquisition Proposal and foregoing will not in connection therewith withdraw any way limit or modify its approval or recommendation any of the Offer or Company’s rights pursuant to the terms of the Merger if (i) the Board of Directors of the Corporation has determined Agreement. The Company also agreed that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1)extent it has not previously done so, (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred it will promptly request each third party that has executed a confidentiality agreement in connection with such person’s consideration of a transaction involving, or the acquisition of, the Company (or any portion thereof) to return or destroy all confidential information heretofore furnished to such person or its representatives by or on behalf of the Company. The Merger Agreement defines an “Acquisition Proposal” as any (a) proposal, offer, inquiry or indication of interest (other than one made or submitted to the Company by Parent or its Affiliates, including Purchaser) relating to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, Table of Contents recapitalization, reorganization, spin-off, share exchange, business combination or similar transaction involving the Company or (b) acquisition by any Person or “group” (as defined in Section 13 of the Exchange Act), other than Parent or Purchaser, in either case of (a) or (b), resulting in, or any proposal, offer, inquiry or indication of interest that if consummated would result in, any Person or group (as defined under Section 13 of the Exchange Act), other than Parent or Purchaser, becoming the beneficial owner of, directly or indirectly, in one or a series of related transactions, 25% or more of the total voting power of the then-outstanding equity securities of the Company, or 25% or more of the consolidated net revenues, net income or total assets of the Company, in each case other than the transactions contemplated by this Agreement. Any actions permitted underThe Merger Agreement defines a “Superior Proposal” as an unsolicited, bona fide written Acquisition Proposal (with all references to 25% contained in the definition of “Acquisition Proposal” to be references to 50%) which the Company Board determines in good faith, after consultation with outside legal counsel and its financial advisor, that (a) if consummated, would result in a transaction more favorable to the Company’s stockholders from a financial point of view than the Merger (after taking into account any revisions to the terms of the Merger Agreement proposed by Xxxxxx made prior to the time of determination pursuant to the terms of the Merger Agreement) and (b) is capable of being consummated on the terms proposed, taking into account all legal, financial, regulatory and approval requirements (including receipt of the requisite approval of the holders of Shares, including, for the avoidance of doubt, any Shares issued by the Company pursuant to the exercise of options), the sources, availability and terms of any required financing and the existence of a financing contingency, and taken in compliance withthe identity of the Person or Persons making the proposal. In addition to the rights described above, this Section 5.9 shall not be deemed the Company may terminate the Merger Agreement, pay a breach of any other covenant or termination fee and enter into a definitive agreement contained in this Agreementwith respect to a Superior Proposal under certain circumstances described below.

No Solicitation of Other Offers. (a) The Corporation Company and its affiliates Affiliates and each of their respective officers, directors, employees, representatives representatives, consultants, investment bankers, attorneys, accountants and other agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation Company nor any of its affiliates, Affiliates shall, directly or indirectly, take (and the Corporation Company shall not authorize authorise or permit its or its affiliatesAffiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliatesAffiliates, to so take) any action to (i) encourage, solicit solicit, initiate or initiate facilitate the making of any Acquisition Proposal (including, without limitation, by taking any action that would make the Article VIII of the Company Charter or Section 203 of the Delaware General Corporation Law inapplicable to an Acquisition Proposal), (ii) enter into any agreement with respect to any Acquisition Proposal or enter into any arrangement, understanding or agreement requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement or (iii) participate in any way in discussions or negotiations with, or or, furnish or disclose any information to, any Person (other than Parent or Sub or their representativesMerger Sub) in connection with, or take any other action to facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, PROVIDED, HOWEVERhowever, that the CorporationCompany, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b8.2(b) hereof, may participate in discussions or negotiations with or furnish information (pursuant to a confidentiality agreement with terms not more favourable to such third party than the terms of the Confidentiality Agreement) to any third party which proposes a transaction which makes an Acquisition Proposal if (i) the Board of Directors of the Corporation reasonably determines (based upon the advice of an independent, nationally recognized financial advisor) that such Acquisition Proposal will result in lead to a Superior Proposal if (as defined below) and (ii) the Board of Directors believes (and has been so advised in writing by independent outside nationally recognized legal counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable lawduties. In addition, neither the Board of Directors of the Corporation Company nor any Committee thereof shall (xA) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Merger Sub the approval and recommendation of the Offer and this Agreement or (yB) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, ; provided that the Corporation Company may recommend to its shareholders stockholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i1) a third party makes a Superior Proposal, and (2) (a) five (5) business days have elapsed following delivery to Parent of a written notice of the determination by the Board of Directors of the Corporation Company to take such action and during such five (5) business day period the Company has determined that fully co-operated with Parent including, without limitation, informing Parent of the terms and conditions of such Superior Proposal, and the identity of the Person making such Superior Proposal, with the intent of enabling both parties to agree to a modification of the terms and conditions of this Agreement, and (b) at the end of such five (5) business day period the Acquisition Proposal is continues to constitute a Superior Proposal, (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in this Agreement.

No Solicitation of Other Offers. (a) The Corporation Company shall, and shall use its affiliates reasonable best efforts to cause its Affiliates and each of its and their respective officers, directors, employees, representatives representatives, consultants, investment bankers, attorneys, accountants and other agents shall immediately to, cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal (as defined below)Proposal. Neither the Corporation nor any of its affiliates, shall, directly or indirectly, take (and the Corporation The Company shall not authorize or permit take, and shall use its or reasonable best efforts to cause its affiliates, Affiliates and its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliatesAffiliates not to take, to so take) any action to (i) to encourage, solicit solicit, initiate or initiate facilitate, directly or indirectly, the making or submission of any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any agreement agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Offer or the Scheme of Arrangement or any other transaction contemplated by the Transaction Documents, (iii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent or Sub or their representativesSub) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to facilitate manner any inquiries or the making or submission of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, PROVIDEDor (v) to grant any waiver or release under any standstill, HOWEVERconfidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives; provided, however, that the CorporationCompany, in response to an unsolicited Acquisition Proposal that did not result from a breach of this Section 6.6(a) and otherwise in compliance with its obligations under Section 5.9(b6.6(c) hereof, may participate in discussions or negotiations with (x) request clarifications from, or furnish information to, (but not enter into discussions with) any Person (other than Parent or Sub) which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to any third party which proposes a transaction which confidentiality agreement with terms not more favorable to such Person than the terms of the Confidentiality Agreement (as in effect on the date hereof), (B) such action is taken solely for the purpose of obtaining information reasonably necessary to ascertain whether such Acquisition Proposal is, or could reasonably likely lead to, a Superior Proposal, and (C) a majority of the members of the entire Board of Directors of the Company reasonably determines in good faith, after receiving advice from Cayman Islands counsel to the Company, that it is necessary to take such actions in order to comply with the fiduciary duties of the Board of Directors of the Corporation reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties Company under applicable law. In addition; or (y) participate in discussions with, neither request clarifications from, or furnish information to, any Person (other than Parent or Sub) which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with terms not more favorable to such third party than the terms of the Confidentiality Agreement (as in effect on the date hereof), (B) after consultation with an independent, nationally recognized investment bank, a majority of the members of the entire Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, Company reasonably determines in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in this Agreement.good faith

No Solicitation of Other Offers. (a) The Corporation Each of the Company and its affiliates Subsidiaries shall, and shall cause its Affiliates and each of its and their respective officersRepresentatives to, directors, employees, representatives and agents shall immediately cease any discussions discussions, activities or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal Proposal. The Company and its Subsidiaries shall not take, and shall cause their respective Representatives not to take, any action after the date hereof (as defined below). Neither the Corporation nor any of its affiliatesi) to encourage, shallsolicit, initiate or facilitate, directly or indirectly, take (and the Corporation shall not authorize or permit its or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to (i) encourage, solicit or initiate the making or submission of any Acquisition Proposal, Proposal (ii) to enter into any agreement agreement, arrangement or understanding with respect to any Acquisition Proposal, other than a confidentiality agreement referred to below or in connection with the termination of this Agreement pursuant to Section 9.1(f), in accordance with the terms and under the circumstances contemplated below in this Section 6.3(a), or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Transactions, (iii) to initiate or participate in any way in any discussions or negotiations withwith (other than discussions or negotiations solely related to the execution of a confidentiality agreement referred to below), or furnish or disclose any non-public information concerning the Company to, any Person (other than Parent or Sub Subco or any of their representativesrespective Affiliates or Representatives) in connection with, or take any other action to facilitate any inquiries or the making furtherance of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may could reasonably be expected to lead to, any Acquisition Proposal (except to the extent that an unsolicited Acquisition Proposal is or is reasonably likely to lead to a Superior Proposal, PROVIDEDas described below), HOWEVERor (iv) to grant any waiver or release under any standstill, confidentiality or similar agreement entered into by the Company or any of its Subsidiaries or any of their Affiliates or Representatives except to the extent the Board of Directors of the Company determines in good faith, after consultation with outside nationally recognized legal counsel (which may be its current outside legal counsel) that failure to grant such waiver or release would be inconsistent with its fiduciary duties under applicable law; provided, that so long as there has been no breach of this Section 6.3(a), prior to obtaining the CorporationShareholder Approvals contemplated by Section 6.6, in response to an unsolicited a written Acquisition Proposal that was not solicited after the date hereof and otherwise in compliance with its obligations under Section 5.9(b6.3(c), the Company may (1) hereofrequest clarifications from, may participate in discussions or negotiations with or furnish information to, (but not enter into discussions with) any Person which makes such Acquisition Proposal if (A) such action is taken subject to any third party which proposes a transaction which confidentiality agreement with the Board of Directors Company containing customary terms and conditions; provided, that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions of the Corporation reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modifyConfidentiality Agreement, or propose omits restrictive provisions contained in the Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to withdraw or modify, be automatically amended to contain in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommendsubstitution for such comparable provisions such less restrictive provisions, or propose to approve or recommendomit such restrictive provisions, any Acquisition Proposalas the case may be, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation with the foregoing, the Company agrees not to waive any of the Offer provisions in any such confidentiality agreement without waiving the similar provisions in the Confidentiality Agreement to the same extent, (B) such action is taken solely for the purpose of obtaining information reasonably necessary to ascertain whether such Acquisition Proposal is, or the Merger if is reasonably likely to lead to, a Superior Proposal, and (iC) the Board of Directors of the Corporation has determined Company reasonably determines in good faith, after consultation with outside nationally recognized legal counsel (which may be its current outside legal counsel), that failure to take such actions would be inconsistent with its fiduciary duties under applicable Law or (2) participate in discussions or negotiations with, request clarifications from, or furnish information to, any Person which makes such Acquisition Proposal if (x) such action is taken subject to a confidentiality agreement with the Company containing customary terms and conditions; provided, that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions of the Confidentiality Agreement, or omits restrictive provisions contained in the Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to be automatically amended to contain in substitution for such comparable provisions such less restrictive provisions, or to omit such restrictive provisions, as the case may be, and in connection with the foregoing, the Company agrees not to waive any of the provisions in any such confidentiality agreement without waiving the similar provisions in the Confidentiality Agreement to the same extent, (y) the Board of Directors of the Company reasonably determines in good faith, after consultation with outside nationally recognized legal counsel (which may be its current outside legal counsel) and financial advisor (which may be its current outside financial advisor), that such Acquisition Proposal is a Superior ProposalProposal and (z) the Board of Directors of the Company reasonably determines in good faith, after consultation with outside nationally recognized legal counsel (which may be its current outside nationally recognized legal counsel), that failure to take such actions would be inconsistent with its fiduciary duties under applicable Law. Without limiting the foregoing, Parent, Subco and the Company agree that any violation of the restrictions set forth in this Section 6.3(a) by any Representative of the Company or any of its Subsidiaries or their respective Affiliates (other than any such Person who is an Affiliate or employee of Parent or of any of its Affiliates), whether or not such Person is purporting to act on behalf of the Company or any of its Subsidiaries or their respective Affiliates, shall constitute a breach by the Company of this Section 6.3(a). It is understood that no discussions with any Person shall give rise to a violation of this Section 6.3(a) if (i) the Company, its Subsidiaries or its Representatives, as applicable, did not know or have reason to know that such discussion related to an Acquisition Proposal and (ii) all such discussion was immediately ceased once the conditions Company, its Subsidiary or Representatives, as applicable, knew or had reason to the Corporation's right know it related to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such an Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in this Agreement.

No Solicitation of Other Offers. (a) The Corporation Each of the Company and the Subsidiaries shall, and shall use reasonable best efforts to cause its affiliates and each of its and their respective officers, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation nor any of its affiliates, shall, directly or indirectly, take (and the Corporation shall not authorize or permit its or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or and other agents to, immediately cease any discussions or affiliates, to so take) negotiations with any action to (i) encourage, solicit other Person or initiate the making of any Acquisition Proposal, (ii) enter into any agreement Persons that may be ongoing with respect to any Acquisition Proposal. Each of the Company and the Subsidiaries shall not take, and shall cause its affiliates and each of its and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents not to take, any action (i) to encourage, solicit, initiate or facilitate, directly or indirectly, the making or submission of any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, other than a confidentiality agreement referred to below, in accordance with the terms and under the circumstances contemplated below in this Section 5.3(a), or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent the Buyer or Sub or their representativesthe Transitory Subsidiary) in connection with, or take any other action to facilitate any inquiries or the making furtherance of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may could reasonably be expected to lead to, any Acquisition Proposal, PROVIDED(iv) to facilitate or further in any other manner any inquiries or the making or submission of any proposal that constitutes, HOWEVERor could reasonably be expected to lead to, any Acquisition Proposal, or (v) to grant any waiver or release under any standstill, confidentiality or similar agreement entered into by the Company or any of its affiliates or representatives; PROVIDED that so long as there has been no breach of this Section 5.3(a), prior to the CorporationSpecial Meeting the Company, in response to an unsolicited Acquisition Proposal and otherwise in compliance with its obligations under Section 5.9(b) hereof5.3(c), may participate in discussions or negotiations with (x) request clarifications from, or furnish information to, (but not enter into discussions with) any Person which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with the Company containing customary terms and conditions; PROVIDED that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions of the Confidentiality Agreement, or omits restrictive provisions contained in the Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to be automatically amended to contain in substitution for such comparable provisions such less restrictive provisions, or to omit such restrictive provisions, as the case may be, and in connection with the foregoing, the Company agrees not to waive any third party which proposes of the provisions in any such confidentiality agreement without waiving the similar provisions in the Confidentiality Agreement to the same extent, (B) such action is taken solely for the purpose of obtaining information reasonably necessary to ascertain whether such Acquisition Proposal is, or is reasonably likely to lead to, a transaction which Superior Proposal (as defined in Section 5.3(b)), and (C) the Board of Directors of the Corporation Company reasonably determines will result in a Superior good faith, after receiving advice from outside nationally recognized legal counsel (which may be its current outside legal counsel) and based on the good faith recommendation of the Special Committee, which has also received advice from its outside nationally recognized legal counsel (which may be its current outside legal counsel), that it is necessary to take such actions in order to comply with its fiduciary duties under applicable law or (y) participate in discussions with, request clarifications from, or furnish information to, any Person which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with the Company containing customary terms and conditions; PROVIDED that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions of the Confidentiality Agreement, or omits restrictive provisions contained in the Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to be automatically amended to contain in substitution for such comparable provisions such less restrictive provisions, or to omit such restrictive provisions, as the case may be, and in connection with the foregoing, the Company agrees not to waive any of the provisions in any such confidentiality agreement without waiving the similar provisions in the Confidentiality Agreement to the same extent, (B) the Board of Directors believes of the Company reasonably determines in good faith, after receiving advice from outside nationally recognized legal counsel (which may be its current outside legal counsel), advice from Xxxxxxxxx or another independent nationally recognized investment bank and based on the good faith recommendation of the Special Committee, which has been advised in writing by independent also received advice from its outside nationally recognized legal counsel (which may be its current outside legal counsel) and advice from Xxxxxxxxx or another independent nationally recognized investment bank, that failing such Acquisition Proposal is a Superior Proposal and (C) the Board of Directors of the Company reasonably determines in good faith, after receiving advice from outside nationally recognized legal counsel (which may be its current outside legal counsel) and based on the good faith recommendation of the Special Committee, which has also received advice from its outside nationally recognized legal counsel (which may be its current outside legal counsel), that it is necessary to take such action would constitute a breach of actions in order to comply with its fiduciary duties under applicable law. In additionWithout limiting the foregoing, neither the Board of Directors Buyer, the Transitory Subsidiary and the Company agree that any violation of the Corporation nor restrictions set forth in this Section 5.3(a) by any Committee thereof shall (x) withdraw affiliate, officer, director, employee, representative, consultant, investment banker, attorney, accountant or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation other agent of the Offer and this Agreement Company or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer Subsidiaries or the Merger if their respective affiliates (i) the Board of Directors other than any such Person who is an affiliate or employee of the Corporation has determined that Buyer or of any of its affiliates), whether or not such Person is purporting to act on behalf of the Acquisition Proposal is Company or any of the Subsidiaries or their respective affiliates, shall constitute a Superior Proposalbreach by the Company of this Section 5.3(a). The Company shall enforce, (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including fullest extent permitted under applicable law, the expiration provisions of any standstill, confidentiality or similar agreement entered into by the Company or any of the three day period described therein Subsidiaries or their respective affiliates or representatives, including, without limitation, where necessary, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated terms and provisions thereof in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in this Agreementcourt having jurisdiction.

No Solicitation of Other Offers. (a) The Corporation From and its affiliates after the date hereof until the termination of this Agreement, the Company will not, and each of their respective officers, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation nor any of its affiliates, shall, directly or indirectly, take (and the Corporation shall will not authorize or permit any of its Subsidiaries or its affiliatesany of the directors, officers, directors, employees, representatives, consultantsagents or Affiliates of the Company or any of its Subsidiaries (including without limitation any investment banker, investment bankersbroker, attorneysfinancial advisor, accountants attorney or accountant or any other agents retained by or affiliateson behalf of the Company or any of its Subsidiaries), whether acting in their individual capacities or otherwise, to so take) directly or indirectly do any action to of the following: (i) solicit, initiate, encourage, solicit facilitate or initiate cooperate with (including through the making furnishing of any Acquisition Proposal, (iiinformation) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent or Sub or their representatives) in connection with, or take any other action to facilitate any inquiries inquiry or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that which constitutes, or may reasonably be expected to lead toresult in, any Acquisition Transaction Proposal (as hereinafter defined); (ii) propose, enter into or participate in any discussions or negotiations with any Person regarding a Transaction Proposal; or (iii) agree to or endorse any Transaction Proposal; provided, PROVIDED, HOWEVERhowever, that the Corporationforegoing shall not prohibit the Company from (A) furnishing information to a third party who has made a Superior Transaction Proposal (as hereinafter defined), subject to the prior receipt of a binding confidentiality agreement containing terms and conditions no less restrictive than those set forth in response to an unsolicited Acquisition Proposal the Confidentiality Agreement dated October 19, 1998 between the Company and in compliance with its obligations under Section 5.9(bBuyer, (B) hereof, may participate thereafter engaging in discussions or negotiations with or furnish information to any a third party which proposes who has made a transaction which Superior Transaction Proposal, or (C) following its receipt of a Superior Transaction Proposal and subject to Section 6.5(c) below, taking and disclosing to its shareholders a position with respect thereto, or taking any other legally required action with respect thereto (including without limitation the filing of any documents with the SEC or changing or withdrawing the recommendation of the Company's Board of Directors with respect to the Merger), but in each case referred to in the foregoing clauses (A) through (C), only after the Board of Directors of the Corporation reasonably determines will result Company has concluded in a Superior Proposal if good faith, after consultation with the Board Company's financial advisers and based upon the advice of Directors believes independent legal counsel (and has been advised in writing by independent outside who may be the Company's regularly engaged legal counsel) ), that failing to take such action would constitute a breach is necessary in order for the Directors of its the Company to comply with their fiduciary duties obligations to the Company's shareholders under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in this Agreement.

No Solicitation of Other Offers. (a) The Corporation and its affiliates and each of their respective officers, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation Company nor any of its affiliates, subsidiaries shall, directly or indirectly, take (and the Corporation Company shall not authorize or permit its or its affiliates, subsidiaries' officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to (i) encourage, solicit or initiate the making submission of any Acquisition ProposalProposal (as hereinafter defined), (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or or, furnish or disclose any information to, any Person (other than the Company, Parent or Sub or their representativesPurchaser) in connection with, or take any other action to facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 180.1141 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation WBCL inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, PROVIDEDprovided, HOWEVERhowever, that the Corporation, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b) hereof, Company may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors of the Corporation Company reasonably determines believes will result in a Superior Proposal if the Board of Directors believes determines, in its good faith judgment (and has been advised in writing by independent outside legal counsel) ), that failing to take such action would constitute a breach of its fiduciary duties obligations under applicable law. In addition, neither the Board of Directors of the Corporation Company nor any the Special Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer Merger and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, ; provided that the Corporation Board of Directors of the Company and the Special Committee may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or this Agreement and the Merger if (i) the Board of Directors of the Corporation has Company and the Special Committee have determined that the such Acquisition Proposal is a Superior Proposal, (ii) all the conditions to the CorporationCompany's right to terminate this Agreement in accordance with Section 8.1(e7.01(d) have been satisfied (including the expiration payment of the three day period described therein and the payment of all amounts required pursuant to by Section 9.1), 8.01) and (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal7.01(d). Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in this Agreement.Section

No Solicitation of Other Offers. (a) The Corporation Company shall, and shall take all actions reasonably necessary to cause its affiliates Affiliates and each of its and their respective officers, directors, employees, representatives representatives, consultants, investment bankers, attorneys, accountants and other agents shall immediately to, cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal (as defined below)Proposal. Neither the Corporation nor any of its affiliatesThe Company shall not take, shall, directly or indirectly, take (and the Corporation shall not authorize or permit its or Affiliates and its affiliates, and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliatesagents, to so take) , any action to (i) to encourage, solicit solicit, initiate or initiate facilitate, directly or indirectly, the making or submission of any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any agreement agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent or Sub or their representativesSub) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to facilitate manner any inquiries or the making or submission of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, PROVIDEDor (v) to grant any waiver or release under any standstill, HOWEVERconfidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives regarding or in connection with an Acquisition Proposal; provided, however, that the CorporationCompany, in response to an unsolicited Acquisition Proposal that did not result from a breach of this Section 6.6(a) and otherwise in compliance with its obligations under Section 5.9(b6.6(c) hereof, may participate in discussions or negotiations with (x) request clarifications from, or furnish information to (but not enter into substantive discussions with), any third party Person (other than Parent or Sub) which proposes makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a transaction which confidentiality agreement with terms that are customary and are not more favorable to such Person than the Board of Directors terms of the Corporation reasonably determines will result Confidentiality Agreement (as in effect on the date hereof), (B) such action is taken solely for the purpose of obtaining information necessary to ascertain whether such Acquisition Proposal is a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (iC) the Board of Directors of the Corporation has determined Company determines in good faith, after consultation with outside nationally recognized legal counsel to the Company, that it is necessary to take such actions in order to comply with the duties of the Board of Directors of the Company under applicable law or (y) participate in substantive discussions with, request clarifications from, or furnish information to, any Person (other than Parent or Sub) which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with terms that are customary and are not more favorable to such third party than the terms of the Confidentiality Agreement (as in effect on the date hereof), (B) the Board of Directors of the Company determines in good faith, after consultation with the Company's financial advisor, that such Acquisition Proposal is a Superior ProposalProposal and (C) the Board of Directors of the Company determines in good faith, (ii) all the conditions after consultation with outside nationally recognized legal counsel to the Corporation's right Company, that it is necessary to terminate this Agreement take such actions in accordance order to comply with Section 8.1(e) have been satisfied (including the expiration duties of the three day period described therein Board of Directors under applicable law. Without limiting the foregoing, Parent, Sub and the payment Company agree that any violation of all amounts required pursuant to the restrictions set forth in this Section 9.1)6.6(a) by any Affiliate, (iii) simultaneously with such withdrawalofficer, modification or recommendationdirector, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee employee, representative, consultant, investment banker, attorney, accountant or other inducement agent, which Person has been informed by the Company, or otherwise made aware or had knowledge, of its obligations hereunder, of the Company or any of its Affiliates, whether or not such Person is purporting to act on behalf of the acquiror other than reimbursement Company or any of out its Affiliates, shall constitute a breach by the Company of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of 6.6(a); provided, however that if the Company is aware that any other covenant or agreement agent is in violation of the restrictions contained in this AgreementSection 6.6(a), the Company shall be in breach of this Section 6.6(a) if such agent does not refrain from such action. The Company shall enforce, to the fullest extent permitted under applicable law, the provisions of any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives including, but not limited to, where necessary obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction.

No Solicitation of Other Offers. (a) The Corporation Each of Evant and its affiliates Subsidiaries shall, and shall use all reasonable efforts (including directing or instructing the relevant Persons as appropriate) to procure that each of its and their respective officersRepresentatives shall, directors, employees, representatives and agents shall immediately cease any discussions discussions, activities or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal Proposal. Evant and its Subsidiaries shall not take, and shall not authorize or permit their respective Representatives to take, any action (as defined below). Neither the Corporation nor any of its affiliatesi) to solicit, shallinitiate or knowingly encourage or facilitate, directly or indirectly, take (and the Corporation shall not authorize or permit its or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to (i) encourage, solicit or initiate the making or submission of any Acquisition Proposal, (ii) to enter into any agreement agreement, contract or commitment (or letter of intent or similar document) with respect to any Acquisition Proposal, other than a confidentiality agreement referred to below or in connection with the termination of this Agreement pursuant to Section 9.1(d), in accordance with the terms and under the circumstances contemplated below in this Section 6.9(a), or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, contract or commitment that would require Evant to abandon, terminate or fail to consummate the Transactions, (iii) to initiate or participate in any way in any discussions or negotiations withwith (other than such discussions or negotiations as may be reasonably necessary regarding a confidentiality agreement referred to in clause (1) below), or furnish or disclose any information to, any Person (other than Parent Buyer or Sub or their representativesMerger Sub) in connection with, or take any other action to facilitate any inquiries or the making furtherance of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may could reasonably be expected to lead to, any Acquisition Proposal, PROVIDEDor (iv) to grant any waiver or release under any standstill, HOWEVERconfidentiality or similar agreement relating to a possible acquisition, that merger, business combination or other similar transaction between Evant and any other Person (other than a Subsidiary of Evant) entered into by Evant or any of its Subsidiaries or any of their Representatives; provided, that, prior to obtaining the Corporationapproval of the Evant Shareholders contemplated by Section 6.2, in response to an unsolicited written Acquisition Proposal (that was not made in material violation of any standstill, confidentiality, or similar agreement entered into by Evant or otherwise entered into for the benefit of or enforceable by Evant) and otherwise in compliance with its obligations under Section 5.9(b) hereof, may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors of the Corporation reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.16.9(c), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in this Agreement.Evant may:

No Solicitation of Other Offers. (a) The Corporation Company shall, and shall take all actions reasonably necessary to cause its affiliates Affiliates and each of its and their respective officers, directors, employees, representatives representatives, consultants, investment bankers, attorneys, accountants and other agents shall immediately to, cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal (as defined below)Proposal. Neither the Corporation nor any of its affiliatesThe Company shall not take, shall, directly or indirectly, take (and the Corporation shall not authorize or permit its or Affiliates and its affiliates, and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliatesagents, to so take) , any action to (i) to encourage, solicit solicit, initiate or initiate facilitate, directly or indirectly, the making or submission of any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any agreement agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent or Sub or their representativesSub) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to facilitate manner any inquiries or the making or submission of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, or (v) to grant any waiver or release under any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives regarding or in connection with an Acquisition Proposal; PROVIDED, HOWEVER, that the CorporationCompany, in response to an unsolicited Acquisition Proposal that did not result from a breach of this Section 6.6(a) and otherwise in compliance with its obligations under Section 5.9(b6.6(c) hereof, may participate in discussions or negotiations with (x) request clarifications from, or furnish information to (but not enter into substantive discussions with), any third party Person (other than Parent or Sub) which proposes makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a transaction which confidentiality agreement with terms that are customary and are not more favorable to such Person than the Board of Directors terms of the Corporation reasonably determines will result Confidentiality Agreement (as in effect on the date hereof), (B) such action is taken solely for the purpose of obtaining information necessary to ascertain whether such Acquisition Proposal is a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (iC) the Board of Directors of the Corporation has determined Company determines in good faith, after consultation with outside nationally recognized legal counsel to the Company, that it is necessary to take such actions in order to comply with the duties of the Board of Directors of the Company under applicable law or (y) participate in substantive discussions with, request clarifications from, or furnish information to, any Person (other than Parent or Sub) which makes such unsolicited Acquisition Proposal if (A) such action is taken subject to a confidentiality agreement with terms that are customary and are not more favorable to such third party than the terms of the Confidentiality Agreement (as in effect on the date hereof), (B) the Board of Directors of the Company determines in good faith, after consultation with the Company's financial advisor, that such Acquisition Proposal is a Superior ProposalProposal and (C) the Board of Directors of the Company determines in good faith, (ii) all the conditions after consultation with outside nationally recognized legal counsel to the Corporation's right Company, that it is necessary to terminate this Agreement take such actions in accordance order to comply with Section 8.1(e) have been satisfied (including the expiration duties of the three day period described therein Board of Directors under applicable law. Without limiting the foregoing, Parent, Sub and the payment Company agree that any violation of all amounts required pursuant to the restrictions set forth in this Section 9.1)6.6(a) by any Affiliate, (iii) simultaneously with such withdrawalofficer, modification or recommendationdirector, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee employee, representative, consultant, investment banker, attorney, accountant or other inducement agent, which Person has been informed by the Company, or otherwise made aware or had knowledge, of its obligations hereunder, of the Company or any of its Affiliates, whether or not such Person is purporting to act on behalf of the acquiror other than reimbursement Company or any of out its Affiliates, shall constitute a breach by the Company of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of 6.6(a); PROVIDED, however that if the Company is aware that any other covenant or agreement agent is in violation of the restrictions contained in this AgreementSection 6.6(a), the Company shall be in breach of this Section 6.6(a) if such agent does not refrain from such action. The Company shall enforce, to the fullest extent permitted under applicable law, the provisions of any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives including, but not limited to, where necessary obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction.

No Solicitation of Other Offers. (a) The Corporation and its affiliates and each From the date hereof until the earlier of their respective officersthe Closing or the termination of this Agreement, directorsthe Company shall not, employees, representatives and agents nor shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation nor it permit any of its affiliates, shallSubsidiaries to, directly or indirectly, take (and nor shall the Corporation shall not Company authorize or permit its or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to to: (i) encourage, solicit or initiate the making submission of any Acquisition ProposalProposal (as defined below), (ii) enter into any agreement with respect to or propose any Acquisition Proposal or (iii) participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person person or entity (other than Parent Holdings or Sub its officers, directors, employees, representatives, investment bankers, attorneys, accountants or their representativesother agents or affiliates of Holdings) in connection with, or take any other action to facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, PROVIDED, HOWEVERhowever, that (x) the Corporation, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b) hereof, Company may participate in discussions or negotiations (including as a part thereof making any counterproposal) with or furnish information to any third party which proposes pursuant to a transaction which customary confidentiality agreement (so long as it has complied with the prohibitions of paragraph (a), subparagraph (i) above) if (i) a majority of the Board of Directors determines in good faith, after receipt of written advice of outside counsel, that the Corporation reasonably determines will result failure to provide such information or participate in a Superior Proposal if such discussions or negotiations would be more likely than not to cause the members of the Board of Directors believes (and has been advised to be in writing by independent outside counsel) that failing to take such action would constitute a breach of its their fiduciary duties under applicable law. In additionDelaware Law and (ii) a majority of the Board of Directors, neither after consultation with the Company's independent financial advisors, determines in good faith that there is a reasonable possibility that such third party will submit to the Company an Acquisition Proposal which is a Superior Proposal (as defined below), (y) if a majority of the Board of Directors determines in good faith, after receipt of the Corporation nor any Committee thereof shall (x) withdraw or modifywritten advice of outside counsel, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may failure to recommend to its shareholders the Company's stockholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation which is a Superior Proposal would cause the members of the Offer or the Merger if (i) the Board of Directors to be in breach of their fiduciary duties under Delaware Law, the Company may withdraw its recommendation to the stockholders in favor of the Corporation has determined that the Transactions and recommend to its stockholders such an Acquisition Proposal which is a Superior Proposal and (z) after termination of this Agreement, the Company may enter into an agreement with any third party with respect to any Acquisition Proposal which is a Superior Proposal; provided, further however, that the Company shall not take any action described in clause (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1x), (iiiy) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e(z) and (iv) of the immediately preceding provision except after prompt notice to Holdings of its receipt of any Acquisition Proposal does not provide or of any inquiry or request for information contemplating an Acquisition Proposal. The Company shall promptly notify Holdings of its receipt of any breakup fee Acquisition Proposal or other inducement of any inquiry or request for information contemplating an Acquisition Proposal. The Company shall keep Holdings informed, on a current basis, of the status of any such proposals, negotiations or discussions except to the acquiror other extent that a majority of the Board of Directors determines in good faith, after receipt of written advice of outside counsel, that the provision of such information to Holdings would be more likely than reimbursement not to cause the members of out the Board to be in breach of pocket expenses incurred in connection with such Acquisition Proposaltheir fiduciary duties under Delaware Law. Any actions permitted under, and taken in compliance with, this Section 5.9 5.4 shall not be deemed a breach of any other covenant or agreement of the Company contained in this Agreement.

No Solicitation of Other Offers. (a) The Corporation Company and its affiliates and each of their respective officers, directors, employees, representatives representatives, consultants, investment bankers, attorneys, accountants and other agents ("Agents") shall immediately cease any existing discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation Company nor any of its affiliates, subsidiaries shall, directly or indirectly, take (and the Corporation Company shall not authorize or permit its or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, subsidiaries' Agents to so take) any action to (i) encourage, solicit or initiate the making of any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, with or furnish or disclose any information to, any Person (other than Parent or Sub or their representativesSub) in connection with, or take any other action to knowingly facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, PROVIDEDexcept that, HOWEVER, that the Corporation, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b) hereof, Company may participate in discussions or negotiations with and, provided such Person enters into a confidentiality agreement with the Company on terms no more favorable to such Person than the confidentiality agreement between Technicolor Videocassette Inc., a wholly owned subsidiary of Parent, and the Company, furnish or furnish disclose information to to, any third party which proposes a transaction which Person who has made, in the good faith judgment of the Board of Directors of the Corporation reasonably determines will result in Company after consultation with their financial advisors, a Superior Proposal if the Board of Directors believes bona fide offer or proposal (and has been advised in writing by independent outside counselbut not an inquiry) regarding a transaction that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of that, if agreed with the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the Acquisition Proposal is Company, would constitute a Superior Proposal, (ii) all provided such Acquisition Proposal was not initially solicited, encouraged or knowingly facilitated by the conditions Company, its subsidiaries or their Agents in violation of this Agreement after the date hereof, and, provided further, that nothing in this Section 4.07 shall prevent the Company or Board of Directors from taking and disclosing to the CorporationCompany's right stockholders a position contemplated by Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with respect to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with any tender offer or from making such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement disclosure to the acquiror other than reimbursement Company's stockholders, upon the advice of out of pocket expenses incurred in connection with such Acquisition Proposalits independent outside legal counsel, as is required under applicable Federal Securities law. Any actions permitted under, and taken in compliance with, this Section 5.9 4.07 shall not be deemed a breach of any other covenant or agreement of such party contained in this Agreement.

No Solicitation of Other Offers. (a) The Corporation and its affiliates and each From the date of their respective officersthis Agreement ------------------------------- until the Effective Time or the earlier termination of this Agreement in accordance with Article VI, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither neither the Corporation Company nor any of its affiliatessubsidiaries, shall, directly or indirectly, take (and the Corporation Company shall not authorize or permit its or its affiliates, subsidiaries' officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to (i) encouragesolicit, solicit initiate, encourage or initiate take any other action to facilitate the making submission of any Acquisition Proposal, or (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or or, furnish or disclose any information to(whether public or nonpublic), to any Person (other than Parent or Sub or their representativesSub) in connection with, or take any other action to facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to with an Acquisition Proposal; provided, however, that the Company may -------- ------- take any action described in clause (ii) that constitutesabove, or may reasonably be expected to lead to, any if (A) such action is taken in connection with an unsolicited Acquisition Proposal, PROVIDED, HOWEVER, that the Corporation, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b(B) hereof, may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors of the Corporation reasonably determines will result in a Superior Proposal if the Board of Directors believes in its good faith judgment (based on the advice of its financial and has been advised in writing by independent outside counsellegal advisors) that failing to take such action would constitute a breach of its fiduciary duties under applicable lawand (C) in the case of the disclosure of nonpublic information relating to the Company in connection with an Acquisition Proposal, the disclosure of such information is covered by a confidentiality agreement that provides substantially the same protection to the Company as is afforded by the Parent Confidentiality Agreement. In addition, neither the Board of Directors of the Corporation Company nor any Committee committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, modify in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, recommend any Acquisition Proposal, provided that the Corporation may Board of Directors (or a committee thereof) may, prior to the acceptance for payment of shares of Common Stock pursuant to the Offer, recommend to its shareholders stockholders an unsolicited Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation Company has determined in its good faith judgment (based on the advice of its financial and legal advisors) that the unsolicited Acquisition Proposal is a Superior Proposal, and (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, the Company terminates this Agreement is terminated in accordance with Section 8.1(e6.1(e) and (iv) pays to Parent the Acquisition Proposal does not provide for any breakup break-up fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection accordance with such Acquisition ProposalSection 6.3. Any actions permitted under, and taken in compliance with, this Section 5.9 4.7 shall not be deemed a breach of any other covenant or agreement of such party contained in this Agreement. It is understood and agreed that for all purposes of this Section 4.7 any actions taken by the Company or its subsidiaries or their officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates prior to the date hereof in soliciting, encouraging, initiating, facilitating or participating in any discussions relating to any Acquisition Proposal shall not be construed to render an Acquisition Proposal received after the date hereof a solicited Acquisition Proposal. The Company will promptly notify Parent orally and in writing of any Acquisition Proposal or any inquiries with respect thereto. Any such written notification will include the identity of the Person making such inquiry or Acquisition Proposal and a description of the material terms of such Acquisition Proposal (or the nature of the inquiry) and will indicate whether the Company is providing or intends to provide the Person making the Acquisition Proposal with access to nonpublic information relating to the Company or any of its subsidiaries. The Company will, to the extent reasonably practicable, also promptly inform Parent of any material change in the details (including amendments or proposed amendments) of any such request or Acquisition Proposal. In the event that the Board of Directors of the Company determines that an Acquisition Proposal is a Superior Proposal and desires to terminate this Agreement pursuant to Section 6.1(e), it will give Parent written notice of its intention to terminate this Agreement no later than three business days in advance of any date that it intends to terminate this Agreement. During that three business day period, Parent will have the right, by giving written notice to the Company, to match the terms of such Superior Proposal. If Parent notifies the Company within such three business day period that it agrees to match the terms of the Superior Proposal, the Company will forthwith cease any discussion with the Person making the Superior Proposal, and Parent and the Company will promptly incorporate the terms of the Superior Proposal in this Agreement. Except for such amendments, the provisions of this Agreement (including the provisions of this Section 4.7) will remain in full force and effect.

No Solicitation of Other Offers. (a) The Corporation Company and its affiliates and each of their respective officers, directors, employees, representatives representatives, consultants, investment bankers, attorneys, accountants and other agents ("AGENTS") shall immediately cease any existing discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation Company nor any of its affiliates, subsidiaries shall, directly or indirectly, take (and the Corporation Company shall not authorize or permit its or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, subsidiaries' Agents to so take) any action to (i) encourage, solicit or initiate the making of any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, with or furnish or disclose any information to, any Person (other than Parent or Sub or their representativesSub) in connection with, or take any other action to knowingly facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, PROVIDEDexcept that, HOWEVER, that the Corporation, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b) hereof, Company may participate in discussions or negotiations with and, provided such Person enters into a confidentiality agreement with the Company on terms no more favorable to such Person than the confidentiality agreement between Technicolor Videocassette Inc., a wholly owned subsidiary of Parent, and the Company, furnish or furnish disclose information to to, any third party which proposes a transaction which Person who has made, in the good faith judgement of the Board of Directors of the Corporation reasonably determines will result in Company after consultation with their financial advisors, a Superior Proposal if the Board of Directors believes bona fide offer or proposal (and has been advised in writing by independent outside counselbut not an inquiry) regarding a transaction that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of that, if agreed with the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the Acquisition Proposal is Company, would constitute a Superior Proposal, (ii) all provided such Acquisition Proposal was not initially solicited, encouraged or knowingly facilitated by the conditions Company, its subsidiaries or their Agents in violation of this Agreement after the date hereof, and, provided further, that nothing in this Section 4.07 shall prevent the Company or Board of Directors from taking and disclosing to the CorporationCompany's right stockholders a position contemplated by Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with respect to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with any tender offer or from making such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement disclosure to the acquiror other than reimbursement Company's stockholders, upon the advice of out of pocket expenses incurred in connection with such Acquisition Proposalits independent outside legal counsel, as is required under applicable Federal Securities law. Any actions permitted under, and taken in compliance with, this Section 5.9 4.07 shall not be deemed a breach of any other covenant or agreement of such party contained in this Agreement.

No Solicitation of Other Offers. (a) The Corporation Until this Agreement has been terminated in accordance with Section 8 (and its affiliates and each the payments, if any, required to be made by CLJ in --------- connection with such termination pursuant to Section 8.2 have been made), ----------- none of CLJ, CSL, any of their respective officersAffiliates, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation nor any of its affiliates, shall, directly their respective officers (or indirectly, take (and the Corporation shall not authorize or permit its or its affiliates, officersother senior management employees), directors, employees, representatives, consultants, investment bankers, attorneys, accountants or and other agents or affiliates(collectively, to so takethe "Representatives") any action to shall Knowingly (i) --------------- encourage, solicit solicit, initiate or initiate facilitate the making of, or take any other action to facilitate any inquiries or the making of any Acquisition proposal that constitutes, or may reasonably be expected to lead to, any Alternative Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or furnish or disclose any nonpublic information to, any Person (other than Parent or Sub or their representativesSNH) in connection with any Alternative Proposal, or (iii) enter into any agreement, letter of intent or similar document contemplating or otherwise relating to any Alternative Proposal; provided, however, that this Section ------- 5.9(a) shall not prohibit CLJ, CSL or the Representatives from: (i) ------ complying with all applicable laws, rules and regulations, including Rules 14d-9 and 14e-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or publicly disclosing the existence of an Alternative ------------ Proposal to the extent required by applicable law, or (ii) furnishing non-public information to, or entering into discussions or negotiations with, or take accepting an Alternative Proposal from, any other action to facilitate person or entity in connection with an unsolicited bona fide written proposal or proposals from any inquiries person or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable entity relating to an Acquisition Proposal) Alternative Proposal if CLJ determines in good faith based upon the advice of counsel that constitutessuch action is required in order for CLJ to comply with its fiduciary obligations under the MGCL. If CLJ or CSL shall receive any offer to purchase (or any request for non-public information concerning CSL's assets in connection with a potential offer to purchase such assets), or may reasonably be expected to lead which it determines it must respond to, any Acquisition Proposal, PROVIDED, HOWEVER, that the Corporation, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b) hereof, may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors of the Corporation reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof it shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation inform SNH that an offer or request has determined that the Acquisition Proposal is a Superior Proposalbeen received, and (ii) all furnish to SNH the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration identity of the three day period described therein and offeror or Person making the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted underrequest, and taken in compliance with, this Section 5.9 shall not be deemed a breach description of any other covenant or agreement contained in this Agreementthe material terms thereof.

No Solicitation of Other Offers. (a) The Corporation and Company agrees that neither it nor any of its affiliates and each Subsidiaries nor any of their respective officersofficers and directors shall, directors, and the Company shall direct and use its best efforts to cause its employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, take any action to solicit, initiate or encourage any inquiries relating to the making of any offer or proposal from any person, entity or group (other than Acquiror) with respect to any tender or exchange offer, merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of any significant portion of assets, sale of shares of capital stock, or similar transactions involving the Company or any Subsidiary of the Company (any such inquiry, offer, expression of interest or proposal, an "Acquisition Proposal"), or, except as may be legally required for the discharge by the Board of Directors of its fiduciary duties as reasonably determined by the Board of Directors, after receiving and agents duly considering the written opinion of outside counsel to such Board (a copy of which shall be provided to Acquiror promptly following its delivery to the Company), under applicable law, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other parties that may be ongoing conducted heretofore with respect to any of the foregoing. The Company will promptly notify Acquiror of its receipt or the occurrence of any Acquisition Proposal (as defined belowincluding the material terms of any such proposal and the status thereof). Neither the Corporation nor The Company agrees to take all reasonable steps necessary to enforce its rights under any of its affiliates, shall, directly confidentiality or indirectly, take similar agreement entered into with any person (and the Corporation shall not authorize other than Acquiror) in relation to such person's making or permit its evaluating any potential or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to (i) encourage, solicit or initiate the making of any actual Acquisition Proposal, (ii) enter whether entered into any agreement with respect to any Acquisition Proposal before or (iii) participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent or Sub or their representatives) in connection with, or take any other action to facilitate any inquiries or after the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, PROVIDED, HOWEVER, that the Corporation, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b) date hereof, may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors of the Corporation reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in this Agreement.

No Solicitation of Other Offers. (a) The Corporation Target and its affiliates and each the Target Principal Stockholders agree that neither they nor any of their respective officers, directors, employeesAffiliates, subsidiaries or employees shall, and Target and the Target Principal Stockholders shall direct and use commercially reasonable efforts to cause their agents and representatives and agents shall immediately cease (including, without limitation, any discussions investment banker, attorney, or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation nor any of its affiliates, shallaccountant retained by them) not to, directly or indirectly, take (and the Corporation shall not authorize or permit its or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to (i) encourage, solicit or initiate any inquiries or the making of any Acquisition Proposaloffer or proposal (including without limitation any proposal to stockholders of Target, (iior any of the Target Subsidiaries) enter into any agreement with respect to a merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of any significant portion of assets, sale of shares of capital stock, or similar transactions involving Target or any of the Target Subsidiaries (any such inquiry, offer, or proposal, an "ACQUISITION PROPOSAL"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal. As of the date hereof, neither Target nor the Target Principal Stockholders is engaged in any negotiations or discussions relating to an Acquisition Proposal. Target and the Target Principal Stockholders shall promptly notify Acquiror orally and in writing of, and keep it fully and currently informed on, any Acquisition Proposal or (iii) participate in any way inquiries with respect thereto, such written notification to include the identity of the person making such inquiry or Acquisition Proposal and such other information with respect thereto as is reasonably necessary to apprise Acquiror of the material terms of such Acquisition Proposal. Target and the Target Principal Stockholders shall give Acquiror contemporaneous written notice upon engaging in discussions or negotiations with, or furnish or disclose providing any information regarding Target or any of the Target Subsidiaries to, any Person (other than Parent or Sub or their representativessuch person regarding an Acquisition Proposal. Nothing in this Section 4.7(a) in connection with, or shall be deemed to require Target's Board of Directors to take any other action that would cause Target's Board of Directors to facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except violate its fiduciary duties as required by Section 1.2) that would make the Rights AgreementLaw, Section 203 as described in an opinion of the DGCL or the provisions counsel of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable Xxxxxxx Berlin Shereff Xxxxxxxx, LLP addressed to an Acquisition Proposal) that constitutes, or may reasonably be expected Target and made available to lead to, any Acquisition Proposal, PROVIDED, HOWEVER, that the Corporation, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b) hereof, may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors of the Corporation reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in this AgreementAcquiror.

No Solicitation of Other Offers. (a) The Corporation Major ----------- ------------------------------- Securityholders will not, and will use their reasonable best efforts to cause Ocal and all of their and its affiliates Affiliates and each all of their and its respective officers, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation nor any of its affiliatesnot to, shalland Ocal will not, directly or indirectly, take (and the Corporation shall not authorize or permit its or its affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliates, to so take) any action to (i) encourage, solicit or initiate the making of any Acquisition Proposal, (ii) or enter into discussions or transactions or Contractual Obligations with or encourage or provide any agreement information to any Person (other than the Buying Parties, and their designees) concerning any Business Combination. The Major Securityholders will, and will use their reasonable best efforts to cause Ocal to, and Ocal will notify the Buying Parties immediately upon becoming aware that any Person has made any proposal, offer, inquiry, or contact with respect to any Acquisition Proposal or (iii) participate such transaction, which notice shall include the identity of all relevant parties and the content of such communication. The covenants contained in this SECTION 8.1 shall expire and be ----------- of no further force and effect upon and after any way termination of this Agreement pursuant to SECTION 12.1. Nothing contained in this SECTION 8.1 shall prohibit ------------ ----------- the Ocal Board of Directors from authorizing Ocal to furnish information to, enter into discussions or negotiations with, or furnish or disclose any information toenter into an agreement with respect to a Business Combination Proposal with, any Person (other than Parent or Sub or their representatives) in connection with, or take any other action to facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, PROVIDED, HOWEVER, that the Corporation, in response to with an unsolicited Acquisition Proposal and proposal in compliance writing by such Person for a Business Combination with its obligations under Section 5.9(b) hereof, may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which Ocal received by the Ocal Board of Directors after the date of the Corporation reasonably determines will result in a Superior Proposal if Agreement, if, and only to the extent that, (a) the Ocal Board of Directors believes (Directors, after consultation with its independent legal and has been advised financial advisors and taking into consideration the advice of such advisors, determines in writing by independent outside counsel) good faith that failing to take such action would constitute a breach of its fiduciary duties under applicable law. In addition, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation unsolicited proposal may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions be more favorable to the Corporation's right to terminate this Agreement in accordance with Section 8.1(e) have been satisfied (including holders of Ocal Common Stock than the expiration of the three day period described therein and the payment of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach of any other covenant or agreement contained in transactions contemplated by this Agreement.,

No Solicitation of Other Offers. (a) The Corporation and its affiliates and each of their respective officers, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal (as defined below). Neither the Corporation Company nor any of its affiliates, Subsidiaries shall, directly or indirectly, knowingly take (and the Corporation Company shall not authorize or permit its or its affiliates, Subsidiaries' officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliatesAffiliates, to so knowingly take) any action to (i) encourage, solicit or initiate the making submission of any Acquisition ProposalFinancing Proposal (as hereinafter defined), (ii) enter into any agreement with respect to any Acquisition Proposal Financing Proposal, or (iii) participate in any way in discussions or negotiations with, or or, knowingly furnish or disclose any information to, any Person (other than Parent or Sub or the Purchasers and their duly authorized representatives) in connection with, or knowingly take any other action to facilitate any inquiries or the making of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition Financing Proposal; provided, PROVIDED, HOWEVERhowever, that (A) the CorporationCompany may respond to any unsolicited proposal from a third party for the sole purpose of communicating that the Company is bound by this covenant, in response to an unsolicited Acquisition Proposal and in compliance with its obligations under Section 5.9(b(B) hereof, the Company may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors of the Corporation Company reasonably determines believes will result in a Superior Proposal if the Board of Directors believes determines, in its good faith judgment (and has been advised in writing by independent outside counsel) legal counsel with respect thereto), that failing to take such action would constitute a breach of its fiduciary duties obligations under applicable law. In addition, neither the Board of Directors of the Corporation Company nor any the Special Committee thereof shall (x) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub the Purchasers, the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Financing Proposal, ; provided that the Corporation Board of Directors of the Company and the Special Committee may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger this Agreement if (i) the Board of Directors of the Corporation has Company and the Special Committee have determined that the Acquisition such Financing Proposal is a Superior Proposal, (ii) all the conditions to the CorporationCompany's right to terminate this Agreement in accordance with Section 8.1(e12.1(d) have been satisfied (including the expiration payment of the three day period described therein and the payment of all amounts required pursuant to by Section 9.1), 13.2) and (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal12.1(d). Any actions permitted under, and taken in compliance with, this Section 5.9 10.1 shall not be deemed a breach of any other covenant or agreement of such party contained in this Agreement. "Financing Proposal" shall mean any proposed merger or other business combination, sale or other disposition of any material amount of assets, sale of shares of capital stock or securities convertible into or exchangeable for shares of capital stock of the Company or any Subsidiary, tender offer or exchange offer or similar transactions involving the Company or any of its Subsidiaries other than pursuant to this Agreement. "Superior Proposal" shall mean a bona fide Financing Proposal made by a third party which a majority of the members of the Board of Directors of the Company determines in its good faith judgment to be more favorable to the Company's stockholders than the transactions contemplated hereby.

No Solicitation of Other Offers. (a) The Corporation Shareholder shall, and shall cause its affiliates Affiliates and each of its and their respective officers, directors, employees, representatives representatives, consultants, investment bankers, attorneys, accountants and other agents, to the extent such agents shall are operating on such Shareholder's behalf, immediately to, cease any discussions or negotiations with any other parties Person or Persons that may be ongoing with respect to any Acquisition Proposal (as defined below)Proposal. Neither the Corporation nor any of its affiliates, shall, directly or indirectly, take (and the Corporation Shareholder shall not authorize or permit take, and shall not cause its or Affiliates and its affiliates, and their respective officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents or affiliatesagents, to so the extent such agents are operating on such Shareholder's behalf, to take) , any action to (i) to encourage, solicit solicit, initiate or initiate facilitate, directly or indirectly, the making or submission of any Acquisition Proposal (including, without limitation, by taking any action that would make the Rights Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any agreement agreement, arrangement or understanding with respect to any Acquisition Proposal, or to agree to approve or endorse any Acquisition Proposal or enter into any agreement, arrangement or understanding that would require the Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) to initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (other than Parent or Sub or their representativesSub) in connection withwith any Acquisition Proposal, (iv) to facilitate or take further in any other action to facilitate manner any inquiries or the making or submission of any proposal (including without limitation by taking any action (except as required by Section 1.2) that would make the Rights Agreement, Section 203 of the DGCL or the provisions of Article FIFTH of the Corporation's Certificate of Incorporation inapplicable to an Acquisition Proposal) that constitutes, or may reasonably be expected to lead to, any Acquisition ProposalProposal or (v) to grant any waiver or release under any standstill, PROVIDEDconfidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives. Without limiting the foregoing, HOWEVERParent, Sub and Shareholder agree that any violation of the Corporationrestrictions set forth in this Section 4.2 by any Person who is an officer, in response director, employee or wholly-owned subsidiary of Stockholder or any, representative, consultant, investment banker, attorney, accountant or other agent of Shareholder or any of its wholly-owned subsidiaries (to an unsolicited Acquisition Proposal and in compliance with the extent such Person is acting of the Shareholder's behalf and, has been informed by the Company, or otherwise made aware or had knowledge, of its obligations under Section 5.9(bhereunder) hereof, may participate in discussions or negotiations with or furnish information to any third party which proposes a transaction which the Board of Directors of the Corporation reasonably determines will result in a Superior Proposal if the Board of Directors believes (and has been advised in writing by independent outside counsel) that failing to take such action would shall constitute a breach by Shareholder of its fiduciary duties this Section 4.2; PROVIDED, however that if Shareholder is aware that any such Person is in violation of the restrictions contained in this Section 4.2, Shareholder shall be in breach of this Section 4.2 if such Person does not refrain from such action. Shareholder shall enforce, to the fullest extent permitted under applicable law, the provisions of any standstill, confidentiality or similar agreement entered into by Shareholder or any of its Affiliates or representatives including, but not limited to, where necessary seeking to obtain injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. In additionShareholder will notify Sub as soon as practicable if any Person makes a proposal, neither the Board of Directors of the Corporation nor any Committee thereof shall (x) withdraw offer, inquiry to or modifycontact with, or propose to withdraw or modifyShareholder, in a manner adverse to Parent or Sub the approval and recommendation of the Offer and this Agreement or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, provided that the Corporation may recommend to its shareholders an Acquisition Proposal and in connection therewith withdraw or modify its approval or recommendation of the Offer or the Merger if (i) the Board of Directors of the Corporation has determined that the Acquisition Proposal is a Superior Proposal, (ii) all the conditions with respect to the Corporation's right to terminate this Agreement foregoing and shall describe in accordance with Section 8.1(e) have been satisfied (including reasonable detail the expiration identity of the three day period described therein any such Person, and the payment substance and material terms of all amounts required pursuant to Section 9.1), (iii) simultaneously with such withdrawal, modification or recommendation, this Agreement is terminated in accordance with Section 8.1(e) contract and (iv) the Acquisition Proposal does not provide for any breakup fee or other inducement to the acquiror other than reimbursement of out of pocket expenses incurred in connection with such Acquisition Proposal. Any actions permitted under, and taken in compliance with, this Section 5.9 shall not be deemed a breach material terms of any other covenant or agreement contained in this Agreementsuch proposal.