Common use of No Solicitation of Other Offers Clause in Contracts

No Solicitation of Other Offers. (a) The Company shall not, nor shall it authorize or permit any Subsidiary of the Company to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative (collectively, “Representatives”) of the Company or any Subsidiary of the Company to (i) directly or indirectly solicit, initiate or encourage the submission of, any Alternative Proposal (as defined below), (ii) directly or indirectly enter into or participate or engage in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Alternative Proposal or (iii) enter into any agreement with respect to any Alternative Proposal; provided, however, that prior to the Effective Time, to the extent the Board of Directors of the Company determines reasonably and in good faith, after consultation with and receipt of advice of outside counsel, that such action is necessary to comply with its fiduciary or statutory duties under applicable Law, the Company and its Representatives may, in response to an Alternative Proposal that is reasonably likely to lead to a Superior Proposal, which was not solicited by it following July 2, 2003 and did not 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 information to be provided to such Person or group 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. (b) Neither the Board of Directors of the Company nor any committee nor member thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub, the approval or recommendation by the Board of Directors of the Company, or any such committee, of this Agreement, the Offer or the Merger, (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Alternative Proposal or (iii) approve or recommend, or propose to approve or recommend, any Alternative Proposal. Notwithstanding the foregoing, if, prior to the acceptance for payment of Shares pursuant to the Offer, the Board of Directors of the Company receives a Superior Proposal (as defined below) and the Board of Directors of the Company determines reasonably and in good faith, after consultation with and receipt of advice of outside counsel, that it is necessary to do so in order to comply with their fiduciary or statutory obligations, the Board of Directors may withdraw its approval or recommendation of the Offer, the Merger and this Agreement and, in connection therewith, approve or recommend such Superior Proposal, but only if the Board of Directors of the Company shall have given Parent three business days’ notice prior to withdrawing its recommendation. (c) The Company promptly, and in any event within 24 hours, shall advise Parent orally and in writing of any Alternative Proposal or any inquiry with respect to, or that could reasonably be expected to lead to, any Alternative Proposal, the identity of the Person or group making any such Alternative Proposal or inquiry, the material terms (including price) of any such Alternative Proposal or inquiry and of any determination to furnish information to a third party in response to an Alternative Proposal. The Company shall provide to Parent any non-public information concerning the Company provided to any other Person in connection with any Alternative Proposal that was not previously provided to Parent concurrently with the provision of such information to such Person. (d) Nothing contained in this Section 5.5 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Board of Directors of the Company, after receipt of the written opinion of outside counsel, failure so to disclose would be inconsistent with its obligations under applicable law. (e) For purposes of this Agreement:

No Solicitation of Other Offers. (a) The Company shall notagrees that neither it nor any of its Subsidiaries nor any of their respective officers and directors shall, nor shall it authorize or permit any Subsidiary of and the Company toshall direct and use its best efforts to cause its employees, nor shall it authorize or permit any officeragents and representatives (including, director or employee ofwithout limitation, or 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 advisor than Acquiror) with respect to any tender or representative (collectivelyexchange offer, “Representatives”) 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 to (i) directly any such inquiry, offer, expression of interest or indirectly solicitproposal, initiate or encourage the submission of, any Alternative Proposal (as defined belowan "Acquisition Proposal"), (ii) directly or indirectly enter into or participate or engage in any discussions or negotiations regardingor, or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or except as may be legally required for the making of any proposal that constitutes, or may reasonably be expected to lead to, any Alternative Proposal or (iii) enter into any agreement with respect to any Alternative Proposal; provided, however, that prior to the Effective Time, to the extent the Board of Directors of the Company determines reasonably and in good faith, after consultation with and receipt of advice of outside counsel, that such action is necessary to comply with its fiduciary or statutory duties under applicable Law, the Company and its Representatives may, in response to an Alternative Proposal that is reasonably likely to lead to a Superior Proposal, which was not solicited by it following July 2, 2003 and did not 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 information to be provided to such Person or group 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. (b) Neither the Board of Directors of the Company nor any committee nor member thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub, the approval or recommendation discharge by the Board of Directors of the Company, or any such committee, of this Agreement, the Offer or the Merger, (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Alternative Proposal or (iii) approve or recommend, or propose to approve or recommend, any Alternative Proposal. Notwithstanding the foregoing, if, prior to the acceptance for payment of Shares pursuant to the Offer, its fiduciary duties as reasonably determined by the Board of Directors of the Company receives a Superior Proposal (as defined below) and the Board of Directors of the Company determines reasonably and in good faithDirectors, after consultation with receiving and receipt of advice of outside counsel, that it is necessary to do so in order to comply with their fiduciary or statutory obligations, the Board of Directors may withdraw its approval or recommendation of the Offer, the Merger and this Agreement and, in connection therewith, approve or recommend such Superior Proposal, but only if the Board of Directors of the Company shall have given Parent three business days’ notice prior to withdrawing its recommendation. (c) The Company promptly, and in any event within 24 hours, shall advise Parent orally and in writing of any Alternative Proposal or any inquiry with respect to, or that could reasonably be expected to lead to, any Alternative Proposal, the identity of the Person or group making any such Alternative Proposal or inquiry, the material terms (including price) of any such Alternative Proposal or inquiry and of any determination to furnish information to a third party in response to an Alternative Proposal. The Company shall provide to Parent any non-public information concerning the Company provided to any other Person in connection with any Alternative Proposal that was not previously provided to Parent concurrently with the provision of such information to such Person. (d) Nothing contained in this Section 5.5 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Board of Directors of the Company, after receipt of duly considering the written opinion of outside counselcounsel to such Board (a copy of which shall be provided to Acquiror promptly following its delivery to the Company), failure so to disclose would be inconsistent with its obligations 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 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 (including the material terms of any such proposal and the status thereof). The Company agrees to take all reasonable steps necessary to enforce its rights under any confidentiality or similar agreement entered into with any person (other than Acquiror) in relation to such person's making or evaluating any potential or actual Acquisition Proposal, whether entered into before or after the date hereof. (e) For purposes of this Agreement:

No Solicitation of Other Offers. (a) The Company shall notUntil this Agreement has been terminated in accordance with Section 8 (and 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 Affiliates, nor shall it authorize or permit any Subsidiary of the Company to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney their respective officers (or other advisor or representative senior management employees), directors, representatives, consultants, investment bankers, attorneys, accountants and other agents (collectively, “the "Representatives”") of the Company or any Subsidiary of the Company to shall Knowingly (i) directly or indirectly --------------- encourage, solicit, initiate or encourage facilitate the submission making of, any Alternative Proposal (as defined below), (ii) directly or indirectly enter into or participate or engage in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Alternative Proposal Proposal, (ii) participate in any way in discussions or negotiations with, or furnish or disclose any nonpublic information to, any Person (other than SNH) in connection with any Alternative Proposal, or (iii) enter into any agreement with respect agreement, letter of intent or similar document contemplating or otherwise relating to any Alternative Proposal; provided, however, that prior to this Section ------- 5.9 (a) shall not prohibit CLJ, CSL or the Effective TimeRepresentatives 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 the Board of Directors of the Company required by applicable law, or (ii) furnishing non-public information to, or entering into discussions or negotiations with, or accepting an Alternative Proposal from, any person or entity in connection with an unsolicited bona fide written proposal or proposals from any person or entity relating to an Alternative Proposal if CLJ determines reasonably and in good faith, after consultation with and receipt of faith based upon the advice of outside counsel, counsel that such action is necessary required in order for CLJ to comply with its fiduciary obligations under the MGCL. If CLJ or statutory duties under applicable Law, the Company and its Representatives may, CSL shall receive any offer to purchase (or any request for non-public information concerning CSL's assets in response connection with a potential offer to an Alternative Proposal that is reasonably likely to lead to a Superior Proposalpurchase such assets), which was not solicited by it following July 2determines it must respond to, 2003 it shall (i) inform SNH that an offer or request has been received, and did not otherwise result from a breach of this section, (Aii) furnish information with respect to SNH the Company to identity of the offeror or 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 shallrequest, and shall cause its Subsidiaries and Representatives to, provide Parent with any information to be provided to such Person or group concurrently therewith and provide Parent with at least 24 hour prior notice with respect to any meeting a description 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 Proposalmaterial terms thereof. (b) Neither the Board of Directors of the Company nor any committee nor member thereof As used herein, "Alternative Proposal" shall mean (i) withdraw any -------------------- written proposal or modify, offer from any Person relating to any direct or propose to withdraw indirect acquisition or modify, purchase of a substantial amount of assets of any Acquired Company or of any class of equity securities of any Acquired Company (including any transaction in the nature of a manner adverse to Parent management acquisition or Sub, "going private" transaction involving the approval or recommendation by the Board of Directors of the Company, or any such committee, of this Agreement, the Offer or the MergerAcquired Companies), (ii) approve any letter tender offer or exchange offer that, if consummated, would result in any Person beneficially owning any shares of intentequity securities of any Acquired Company, agreement in principle, acquisition agreement or similar agreement relating to any Alternative Proposal or (iii) approve any merger, consolidation, business combination, sale of substantially all the assets, recapitalization, liquidation, dissolution or recommend, similar transaction effecting the transfer of any Acquired Company or propose to approve or recommend, (iv) any Alternative Proposal. Notwithstanding the foregoing, if, prior other transaction that relates to the acceptance for payment Acquired Companies, the consummation of Shares pursuant which could reasonably be expected to impede, interfere with, prevent or materially delay the purchase of the CSL Stock, the CCC Boynton Stock or the CCC Senior Living Stock contemplated hereby or any other transaction that relates to the Offer, the Board of Directors of the Company receives a Superior Proposal (as defined below) and the Board of Directors of the Company determines reasonably and in good faith, after consultation with and receipt of advice of outside counsel, that it is necessary to do so in order to comply with their fiduciary or statutory obligations, the Board of Directors may withdraw its approval or recommendation of the Offer, the Merger and this Agreement and, in connection therewith, approve or recommend such Superior Proposal, but only if the Board of Directors of the Company shall have given Parent three business days’ notice prior to withdrawing its recommendation. (c) The Company promptly, and in any event within 24 hours, shall advise Parent orally and in writing of any Alternative Proposal or any inquiry with respect to, or Acquired Companies that could reasonably be expected to lead todilute materially the benefits to SNH of the transactions contemplated hereby; provided, however, that no proposal or offer or other transaction -------- ------- described in any of clauses (i) through (iii) above that occurs after the eighteen month period referred to in Section 2.6 and that involves one of the Communities or CSL Subsidiaries or CCC Boynton that was excluded from the transaction in accordance with Section 6.1(c) shall constitute an -------------- Alternative Proposal, the identity of the Person or group making any such Alternative Proposal or inquiry, the material terms (including price) of any such Alternative Proposal or inquiry and of any determination to furnish information to a third party in response to an Alternative Proposal. The Company shall provide to Parent any non-public information concerning the Company provided to any other Person in connection with any Alternative Proposal that was not previously provided to Parent concurrently with the provision of such information to such Person. (d) Nothing contained in this Section 5.5 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Board of Directors of the Company, after receipt of the written opinion of outside counsel, failure so to disclose would be inconsistent with its obligations under applicable law. (e) For purposes of this Agreement:

No Solicitation of Other Offers. (a) The Under the Merger Agreement, the Company shall has agreed that, except as expressly permitted by the Merger Agreement, it will not, nor shall it authorize and will direct its representatives not to: • initiate, solicit, propose or permit knowingly encourage or otherwise knowingly facilitate any Subsidiary inquiry or the making of the Company any proposal or offer that constitutes or, would reasonably be likely to lead to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative (collectively, “Representatives”) of the Company or any Subsidiary of the Company to (i) directly or indirectly solicit, initiate or encourage the submission of, any Alternative an Acquisition Proposal (as defined below); • engage in, (ii) directly continue or indirectly enter into or otherwise participate or engage in any discussions or negotiations regarding, or furnish relating to any Person Acquisition Proposal or any information with respect toinquiry, proposal or take any other action to facilitate any inquiries or the making of any proposal offer that constitutes, or may would reasonably be expected to lead to, any Alternative to an Acquisition Proposal or (iii) enter into any agreement with respect to any Alternative Proposal; provided, however, that prior to the Effective Time, to the extent the Board of Directors of the Company determines reasonably and in good faith, after consultation with and receipt of advice of outside counsel, that such action is necessary to comply with its fiduciary or statutory duties under applicable Law, the Company and its Representatives mayother than, in response to an Alternative Proposal that is reasonably likely unsolicited inquiry, to lead to a Superior Proposal, which was not solicited by it following July 2, 2003 and did not otherwise result ascertain facts from a breach of this section, (A) furnish information with respect to the Company to the Person or group making such an Alternative Acquisition Proposal for the sole purpose of clarifying the terms and its Representatives pursuant conditions thereof so as 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 determine whether 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 information to be provided to such Person or group 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 Acquisition Proposal constitutes, or may would reasonably be expected likely to lead to, an Alternative Proposal. (b) Neither the Board of Directors of the Company nor any committee nor member thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub, the approval or recommendation by the Board of Directors of the Company, or any such committee, of this Agreement, the Offer or the Merger, (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Alternative Proposal or (iii) approve or recommend, or propose to approve or recommend, any Alternative Proposal. Notwithstanding the foregoing, if, prior to the acceptance for payment of Shares pursuant to the Offer, the Board of Directors of the Company receives a Superior Proposal (as defined below) and the Board of Directors 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 reasonably and in good faith, after consultation with and receipt of advice of outside legal counsel, that it is necessary 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 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 outside financial advisors and outside legal counsel, that such Acquisition Proposal either constitutes a Superior Proposal or is likely to lead to a Superior Proposal and that, based on the information then available, the failure to take such action would be inconsistent with the Company Board’s fiduciary duties. In addition, in order to comply provide information to 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 their fiduciary or statutory obligationsDPI on April 5, 2018, and on terms that will not prohibit the Board of Directors may withdraw its approval or recommendation Company from complying with the terms of the Offer, the Merger and this Agreement and, in connection therewith, approve or recommend such Superior Proposal, but only if the Board of Directors of Agreement. If the Company shall have given provides any information to such Person not previously provided to Parent, a copy of such information must be delivered to Parent three business days’ notice prior not later than 24 hours after the time such information is provided to withdrawing its recommendation. (c) such Person. The Company promptly, has agreed to promptly (and in any no event within 24 hours, shall advise later than 48 hours after receipt of such Acquisition Proposal or acquisition inquiry) notify Parent orally and in writing of such acquisition proposal, acquisition inquiry or any Alternative 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 foregoing will not in any inquiry way limit or modify any of the Company’s rights pursuant to the terms of the Merger Agreement. The Company also agreed that to the extent it has not previously done so, it will promptly request each third party that has executed a confidentiality agreement in connection with respect tosuch 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 could reasonably be expected to lead toif consummated would result in, any Alternative 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. The 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 the identity of the Person or group Persons making any such Alternative Proposal or inquirythe proposal. In addition to the rights described above, the material terms (including price) of any such Alternative Proposal or inquiry Company may terminate the Merger Agreement, pay a termination fee and of any determination to furnish information enter into a definitive agreement with respect to a third party in response to an Alternative Proposal. The Company shall provide to Parent any non-public information concerning the Company provided to any other Person in connection with any Alternative Superior Proposal that was not previously provided to Parent concurrently with the provision of such information to such Personunder certain circumstances described below. (d) Nothing contained in this Section 5.5 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Board of Directors of the Company, after receipt of the written opinion of outside counsel, failure so to disclose would be inconsistent with its obligations under applicable law. (e) For purposes of this Agreement:

No Solicitation of Other Offers. (a) The Company and its Affiliates and their respective Representatives have ceased any activities, discussions or negotiations with any Person or Persons other than the Purchaser or Persons acting on its behalf that were conducted prior to December 24, 2004 with respect to any Acquisition Proposal. (b) The Company and its Subsidiaries shall notnot take, nor and shall it authorize or permit use commercially reasonable efforts to cause their respective Representatives and Affiliates (including Pitney Xxxxx) not to take, any Subsidiary of the Company to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative (collectively, “Representatives”) of the Company or any Subsidiary of the Company action to (i) directly knowingly solicit the making or indirectly solicit, initiate submission of any Acquisition Proposal or encourage the submission of, any Alternative Proposal (as defined below), (ii) directly or indirectly enter into knowingly initiate or participate or engage in any discussions or negotiations regarding, or furnish to with any Person any information with respect to, or take any (other action to facilitate any inquiries or than the making Purchaser) in furtherance of any proposal that constitutesconstitutes or could reasonably be expected to lead to any Acquisition Proposal; provided, however, that the Company and the Representatives, in response to a bona fide unsolicited proposal that constitutes an Acquisition Proposal, may participate in discussions or negotiations with, or furnish or disclose any non-public information to, any Person which makes such Acquisition Proposal if (A) either the Board of Directors of the Company or the Board of Directors of Pitney Xxxxx reasonably determines in good faith, after consultation with its independent financial advisors, that such Acquisition Proposal is, or may reasonably be expected to lead to, any Alternative a Superior Proposal or and (iiiB) enter into any agreement with respect to any Alternative Proposal; provided, however, that prior the Company shall have provided (1) prompt notice to the Effective TimePurchaser of its intent or Pitney Xxxxx, intent to take such action, the extent identity of the Person making the Acquisition Proposal and the material terms and conditions of such proposal and (2) received from such Person an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such Person than the terms contained in the Confidentiality Agreement. Notwithstanding the foregoing, nothing in this Section 5.07 or any -42- other provision of this Agreement shall prohibit the Company, its Representatives or the Board of Directors of the Company determines reasonably and in good faith, after consultation with and receipt or the Board of advice Directors of outside counsel, that such action is necessary Pitney Xxxxx from making any disclosure to comply with its fiduciary or statutory duties under applicable Law, the stockholders of the Company and its Representatives mayPitney Xxxxx as, in response to an Alternative Proposal that is reasonably likely to lead to a Superior Proposal, which was not solicited by it following July 2, 2003 and did not otherwise result from a breach the good faith judgment 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 information to be provided to such Person or group 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. (b) Neither the Board of Directors of the Company nor any committee nor member thereof shall (i) withdraw or modify, the Board of Directors of Pitney Xxxxx is required under Applicable Law or propose that the failure to withdraw or modify, in a manner adverse make such disclosure is reasonably likely to Parent or Sub, the approval or recommendation by cause the Board of Directors of the Company, Company or the Board of Directors of Pitney Xxxxx to violate its respective fiduciary duties. (c) The Board of Directors of the Company or the Board of Directors of Pitney Xxxxx (or any such committee, of this Agreement, the Offer or the Merger, committee thereof) shall not (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Alternative Proposal or (iiii) approve or recommend, or propose to approve or recommend, any Alternative Acquisition Proposal or (ii) cause the Company or any of its Subsidiaries to enter into and approve any letter of intent, agreement in principle or similar agreement relating to any Acquisition Proposal. Notwithstanding the foregoing; provided, ifhowever, prior to the acceptance for payment of Shares pursuant to the Offer, that the Board of Directors of the Company receives a Superior or the Board of Directors of Pitney Xxxxx may recommend to their respective stockholders an Acquisition Proposal if (as defined belowx) and the Board of Directors of the Company determines reasonably and in good faith, after consultation with and receipt of advice of outside counsel, that it is necessary to do so in order to comply with their fiduciary or statutory obligations, the Board of Directors may withdraw its approval or recommendation of the OfferPitney Xxxxx, the Merger and this Agreement and, in connection therewith, approve or recommend such Superior Proposal, but only if has received an Acquisition Proposal that the Board of Directors of the Company shall or the Board of Directors of Pitney Xxxxx has determined in good faith, is a Superior Proposal and has complied with its obligations under this Section 5.07 and (y) the Company has notified the Purchaser in writing of the terms of the Superior Proposal and of its or Pitney Xxxxx, intent to take such action, and has taken into account any revised proposal made by the Purchaser to the Company within five (5) Business Days after delivery to the Purchaser of such notice and again has determined in good faith that such Acquisition Proposal (as if the same may have given Parent three business days’ notice prior to withdrawing its recommendationbeen modified or amended) remains a Superior Proposal. (cd) The In addition to the obligations set forth in Section 5.07(c), the Company promptly, shall as promptly as practicable (and in any event within 24 hours, shall two (2) Business Days) advise Parent orally and in writing the Purchaser of any Alternative request for information with respect to any Acquisition Proposal or of any Acquisition Proposal, or any inquiry with respect to, or that could reasonably be expected to lead to, any Alternative Acquisition Proposal, including the identity terms and conditions of the Person such Acquisition Proposal (but not modifications to terms and conditions proposed during discussions or group making any such Alternative Proposal or inquiry, the material terms (including price) of any such Alternative Proposal or inquiry and of any determination to furnish information to a third party in response to an Alternative Proposalnegotiations permitted by this Section 5.07). The Company shall as promptly as practicable provide to Parent the Purchaser any non-public information concerning the Company provided to any other Person in connection with any Alternative Acquisition Proposal that or any inquiry with respect to any Acquisition Proposal, which was not previously provided or made available to Parent concurrently with the provision of such information to such PersonPurchaser. (de) Nothing contained in this Section 5.5 Agreement shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of restrict the Board of Directors of the CompanyCompany or the Board of Directors of Pitney Xxxxx from amending, after receipt modifying or withdrawing from the Transactions or this Agreement to the extent that the Board of Directors of the written opinion Company or the Board of outside counselDirectors of Pitney Xxxxx determines in good faith that such action is necessary in order for the Board of Directors of the Company or the Board of Directors of Pitney Xxxxx to comply with their respective fiduciary duties to the Company's stockholders or Pitney Bowes's stockholders, failure so to disclose would be inconsistent with its obligations under applicable lawrespectively. (e) For purposes of this Agreement:

No Solicitation of Other Offers. (a) The Company Seller and its Affiliates and their respective Representatives have ceased any activities, discussions or negotiations with any Person or Persons other than the Purchaser or Persons acting on its behalf that were conducted prior to March 7, 2006 with respect to any Acquisition Proposal. (b) The Seller and its Subsidiaries shall notnot take, nor and shall it authorize or permit use commercially reasonable efforts to cause their respective Representatives and Affiliates not to take, any Subsidiary of the Company to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative (collectively, “Representatives”) of the Company or any Subsidiary of the Company action to (i) directly knowingly solicit the making or indirectly solicit, initiate submission of any Acquisition Proposal or encourage the submission of, any Alternative Proposal (as defined below), (ii) directly or indirectly enter into knowingly initiate or participate or engage in any discussions or negotiations regarding, or furnish to with any Person any information with respect to, or take any (other action to facilitate any inquiries or than the making Purchaser) in furtherance of any proposal that constitutesconstitutes or could reasonably be expected to lead to any Acquisition Proposal; PROVIDED, HOWEVER, that the Seller and the Representatives, in response to a bona fide unsolicited proposal that constitutes an Acquisition Proposal, may participate in discussions or negotiations with, or furnish or disclose any non-public information to, any Person which makes such Acquisition Proposal if (A) the Board of Directors of the Seller reasonably determines in good faith, after consultation with its independent financial advisors, that such Acquisition Proposal is, or may reasonably be expected to lead to, any Alternative a Superior Proposal or and (iiiB) enter into any agreement with respect to any Alternative Proposal; provided, however, that prior the Seller shall have provided (1) prompt notice to the Effective TimePurchaser of its intent, intent to take such action, the extent identity of the Person making the Acquisition Proposal and the material terms and conditions of such proposal and (2) received from such Person an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such Person than the terms contained in the Confidentiality Agreement. Notwithstanding the foregoing, nothing in this Section 5.05 or any other provision of this Agreement shall prohibit the Seller, its Representatives or the Board of Directors of the Company determines reasonably and in good faith, after consultation with and receipt Seller from making any disclosure to the stockholders of advice of outside counsel, that such action is necessary to comply with its fiduciary or statutory duties under applicable Law, the Company and its Representatives maySeller as, in response to an Alternative Proposal that is reasonably likely to lead to a Superior Proposal, which was not solicited by it following July 2, 2003 and did not otherwise result from a breach the good faith judgment 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 information to be provided to such Person or group 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. (b) Neither the Board of Directors of the Company nor any committee nor member thereof shall (i) withdraw Seller is required under Applicable Law or modify, or propose that the failure to withdraw or modify, in a manner adverse make such disclosure is reasonably likely to Parent or Sub, the approval or recommendation by cause the Board of Directors of the Company, Seller to violate its respective fiduciary duties. (c) The Board of Directors of the Seller (or any such committee, of this Agreement, the Offer or the Merger, committee thereof) shall not (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Alternative Proposal or (iiii) approve or recommend, or propose to approve or recommend, any Alternative Acquisition Proposal or (ii) cause the Seller or any of its Subsidiaries to enter into and approve any letter of intent, agreement in principle or similar agreement relating to any Acquisition Proposal. Notwithstanding the foregoing; PROVIDED, ifHOWEVER, prior to the acceptance for payment of Shares pursuant to the Offer, that the Board of Directors of the Company receives a Superior Seller may recommend to their respective stockholders an Acquisition Proposal if (as defined belowx) and the Board of Directors of the Company determines reasonably and in good faithSeller, after consultation with and receipt of advice of outside counsel, has received an Acquisition Proposal that it is necessary to do so in order to comply with their fiduciary or statutory obligations, the Board of Directors may withdraw its approval or recommendation of the Offer, the Merger and this Agreement and, in connection therewith, approve or recommend such Superior Proposal, but only if the Board of Directors of the Seller has determined in good faith, is a Superior Proposal and has complied with its obligations under this Section 5.05 and (y) the Seller has notified the Purchaser in writing of the terms of the Superior Proposal and of its intent to take such action, and has taken into account any revised proposal made by the Purchaser to the Company shall within five (5) Business Days after delivery to the Purchaser of such notice and again has determined in good faith that such Acquisition Proposal (as if the same may have given Parent three business days’ notice prior to withdrawing its recommendationbeen modified or amended) remains a Superior Proposal. (cd) The Company promptlyIn addition to the obligations set forth in Section 5.05(c), the Seller shall as promptly as practicable (and in any event within 24 hours, shall two (2) Business Days) advise Parent orally and in writing the Purchaser of any Alternative request for information with respect to any Acquisition Proposal or of any Acquisition Proposal, or any inquiry with respect to, or that could reasonably be expected to lead to, any Alternative Acquisition Proposal, including the identity of the Person or group making any such Alternative Proposal or inquiry, the material terms (including price) of any such Alternative Proposal or inquiry and of any determination to furnish information to a third party in response to an Alternative Proposal. The Company shall provide to Parent any non-public information concerning the Company provided to any other Person in connection with any Alternative Proposal that was not previously provided to Parent concurrently with the provision conditions of such information Acquisition Proposal (but not modifications to such Person. (d) Nothing contained in terms and conditions proposed during discussions or negotiations permitted by this Section 5.5 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Board of Directors of the Company, after receipt of the written opinion of outside counsel, failure so to disclose would be inconsistent with its obligations under applicable law5. (e) For purposes of this Agreement:

No Solicitation of Other Offers. (a) The Company Each of Evant and its Subsidiaries shall, and shall notuse all reasonable efforts (including directing or instructing the relevant Persons as appropriate) to procure that each of its and their respective Representatives shall, nor immediately cease any discussions, activities or negotiations with any other Person or Persons that may be ongoing with respect to any Acquisition Proposal. Evant and its Subsidiaries shall it not take, and shall not authorize or permit their respective Representatives to take, any Subsidiary of the Company to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative (collectively, “Representatives”) of the Company or any Subsidiary of the Company to action (i) directly or indirectly to solicit, initiate or knowingly encourage or facilitate, directly or indirectly, the making or submission of, of any Alternative Proposal (as defined below)Acquisition Proposal, (ii) directly or indirectly to enter into any 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 or engage in any way in any discussions or negotiations regardingwith (other than such discussions or negotiations as may be reasonably necessary regarding a confidentiality agreement referred to in clause (1) below), or furnish to or disclose any information to, any Person any information with respect to, (other than Buyer or take any other action to facilitate any inquiries or the making Merger Sub) in furtherance of any proposal that constitutes, or may could reasonably be expected to lead to, any Alternative Proposal Acquisition Proposal, or (iiiiv) enter to grant any waiver or release under any standstill, confidentiality or similar agreement relating to a possible acquisition, 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 agreement with respect to of its Subsidiaries or any Alternative Proposalof their Representatives; provided, howeverthat, prior to obtaining the approval 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 6.9(c), Evant may: 1. 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 Evant containing customary terms and conditions; provided, that prior if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions of Section 6.6 hereof, or omits restrictive provisions contained in Section 6.6 hereof, then Section 6.6 hereof 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, Evant agrees not to waive any of the provisions in any such confidentiality agreement without waiving the similar provisions in Section 6.6 hereof to the Effective Timesame extent, and (B) such action is taken solely for the purpose of obtaining information reasonably necessary to ascertain whether such Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal; or 2. participate in discussions or negotiations 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 Evant containing customary terms and conditions; provided, that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions of Section 6.6 hereof, or omits restrictive provisions contained in Section 6.6 hereof, then Section 6.6 hereof 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, Evant agrees not to waive any of the provisions in any such confidentiality agreement without waiving the similar provisions in Section 6.6 hereof to the extent same extent, (B) the Board of Directors of the Company Evant reasonably determines reasonably and in good faith, after consultation with outside nationally recognized legal counsel (which may be its current outside legal counsel) and receipt of advice of financial advisor (which may be its current outside counselfinancial advisor), that such action is necessary to comply with its fiduciary or statutory duties under applicable Law, the Company and its Representatives may, in response to an Alternative Acquisition Proposal that is reasonably likely to lead to a Superior Proposal, which was not solicited by it following July 2, 2003 and did not 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 information to be provided to such Person or group 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 constitutesis, or may could reasonably be expected to lead toresult in, a Superior Proposal and (C) the Board of Directors of Evant 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, Buyer, Merger Sub and Evant agree that if any Representative of Evant or its Subsidiaries takes any action that, if taken by Evant would constitute a violation of the restrictions set forth in this Section 6.9(a), whether or not such Person is purporting to act on behalf of Evant or any of its Subsidiaries, such action shall constitute a breach by Evant of this Section 6.9(a). It is understood that no discussions with any Person shall be deemed to constitute a violation of this Section 6.9(a) if (i) Evant or such Representative did not know or have reason to know that such discussion related to an Alternative Acquisition Proposal and (ii) such discussion was immediately ceased once Evant or such Representative knew or had reason to know that such discussion related to an Acquisition Proposal. (b) Neither the Board of Directors of the Company Evant nor any committee nor member thereof shall (i) withdraw withdraw, modify or modifyamend, or publicly propose to withdraw withdraw, modify or modifyamend, in a manner adverse to Parent Buyer or Merger Sub, the approval approval, adoption or recommendation by recommendation, as the case may be, of the Merger, this Agreement or any of the other transactions contemplated hereby, (ii) subject to Section 9.1(d), approve or recommend any Acquisition Proposal, (iii) subject to Section 9.1(d), cause Evant to accept such Acquisition Proposal and/or enter into any Acquisition Agreement, or (iv) resolve to do any of the foregoing; provided, that the Board of Directors of Evant may withdraw, modify or amend such recommendation prior to obtaining the Company, or any such committee, approval of the Evant Shareholders contemplated by Section 6.2 if (A) Evant has complied with its obligations under this Agreement, the Offer or the MergerSection 6.9, (iiB) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Alternative Proposal or (iii) approve or recommend, or propose to approve or recommend, any Alternative Proposal. Notwithstanding the foregoing, if, prior to the acceptance for payment of Shares pursuant to the Offer, the Board of Directors of the Company receives a Superior Proposal (as defined below) and the Board of Directors of the Company Evant reasonably determines reasonably and in good faith, after consultation with and receipt of advice of outside nationally recognized legal counsel (which may be its current outside legal counsel), that it is necessary failure to do so in order take such actions would be inconsistent with its fiduciary duties under applicable law and (C) prior to comply with their fiduciary or statutory obligationstaking such actions, the Board of Directors may withdraw of Evant shall have given Buyer at least 48 hours notice of its approval or recommendation intention to take such action and the opportunity to propose changes to the terms of the Offer, the Merger and this Agreement andand Evant shall negotiate in good faith with respect to such changes. Any such withdrawal, in connection therewith, approve modification or recommend such Superior Proposal, but only if change shall not change the approval of the Board of Directors of Evant for purposes of causing any state takeover statute or other similar law to be inapplicable to the Company transactions contemplated by this Agreement. During the term of this Agreement, subject to Section 9.1(d), nothing contained in this Section 6.9(b) shall limit Evant's obligation to seek the written consent of Evant's Shareholders referred to in Section 6.2 and to submit this Agreement and the Transactions for adoption and approval by Evant's Shareholders (including, without limitation, regardless of whether the recommendation of the Board of Directors of Evant of this Agreement or the Merger shall have given Parent three business days’ notice prior to withdrawing its recommendationbeen withdrawn or modified). (c) The Company promptlyIn addition to the obligations of Evant set forth in Section 6.9(a), Evant shall as promptly as practicable (and in any event within 24 hours, shall ) advise Parent orally and in writing Buyer of any Alternative request for information with respect to any Acquisition Proposal or of any inquiry Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to, or that could reasonably be expected to lead to, any Alternative Acquisition Proposal, and, unless the information is subject to a confidentiality agreement entered into on or prior to July 8, 2005, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation. Unless the information is subject to a confidentiality agreement entered into on or prior to July 8, 2005, Evant shall also, within 24 hours of the receipt thereof, promptly provide to Buyer copies of any written materials received by Evant in connection with any of the foregoing, and the identity of the Person or group making any such Alternative Acquisition Proposal or inquirysuch request, inquiry or proposal or with whom any discussions or negotiations are taking place. Unless the information is subject to a confidentiality agreement entered into on or prior to July 8, 2005, Evant shall keep Buyer fully informed of the status and material terms details (including priceamendments or proposed amendments) of any such Alternative request or Acquisition Proposal or inquiry and keep Buyer fully informed as to the material details of any determination information requested of or provided by Evant and as to furnish information the details of all discussions or negotiations with respect to a third party in response to an Alternative any such request, Acquisition Proposal. The Company , inquiry or proposal, and shall provide to Parent Buyer within 24 hours of receipt thereof all written materials received by Evant with respect thereto. Evant shall promptly provide to Buyer any non-public information concerning the Company Evant provided to any other Person in connection with any Alternative Proposal that Acquisition Proposal, which was not previously provided to Parent concurrently Buyer. If an event that is not caused by Evant, its Subsidiaries or any of their Representatives occurs which prevents Evant from complying with the provision timing of such the information to such Person. (d) Nothing contained delivery requirements set forth in this Section 5.5 6.9(c), Evant shall prohibit the Company from taking and disclosing not be deemed to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, be in the good faith judgment of the Board of Directors of the Company, after receipt of the written opinion of outside counsel, failure so to disclose would be inconsistent with its obligations under applicable law. (e) For purposes violation of this Agreement:Section 6.9

No Solicitation of Other Offers. (a) The Under the Merger Agreement, the Company shall has agreed that, except as expressly permitted by the Merger Agreement, it will not, nor shall it authorize or permit any Subsidiary and will cause each of its subsidiaries and the Company to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative (collectively, “Representatives”) officers and directors of the Company or any Subsidiary of the Company to (i) directly or indirectly solicit, initiate or encourage the submission of, any Alternative Proposal (as defined below), (ii) directly or indirectly enter into or participate or engage in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Alternative Proposal or (iii) enter into any agreement with respect to any Alternative Proposal; provided, however, that prior to the Effective Time, to the extent the Board of Directors of the Company determines reasonably and in good faith, after consultation with and receipt of advice of outside counsel, that such action is necessary to comply with its fiduciary or statutory duties under applicable Law, the Company and its Representatives maysubsidiaries, in response not to an Alternative Proposal that is reasonably likely to lead to a Superior Proposal, which was not solicited by it following July 2, 2003 and did not 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 shallwill instruct, and shall use reasonable best efforts, to cause its Subsidiaries and Representatives representatives not to: • solicit, provide Parent with any information to be provided to such Person or group 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 shallinitiate, and shall cause its Representatives toendorse, cease immediately all discussions and negotiations regarding any proposal that constitutesknowingly encourage, or may facilitate, the submission or announcement of any acquisition proposal or acquisition inquiry or any proposals or inquiries that constitute, or would reasonably be expected to lead to, an Alternative Proposal. (b) Neither the Board acquisition proposal; Table of Directors of Contents • furnish any information regarding the Company nor to any committee nor member thereof shall person in connection with, or in response to, an acquisition proposal or acquisition inquiry; • engage in discussions or negotiations with any person with respect to any acquisition proposal or acquisition inquiry; or • approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle with respect to an acquisition proposal (other than any confidentiality agreement contemplated by the obligations summarized in this section under the caption “No Solicitation of Other Offers”). Notwithstanding anything to the contrary contained in the Merger Agreement, the Company may (i) withdraw or modify, or propose to withdraw or modify, in provide information requested by a manner adverse to Parent or Sub, the approval or recommendation by the Board of Directors of the Company, or any such committee, of this Agreement, the Offer or the Merger, person who has made an unsolicited bona fide written acquisition proposal and (ii) approve any letter of intentengage in discussions and negotiations with such person, agreement in principle, acquisition agreement or similar agreement relating if and only to any Alternative Proposal or (iii) approve or recommend, or propose to approve or recommend, any Alternative Proposal. Notwithstanding the foregoing, ifextent that, prior to the acceptance for payment of Shares pursuant to the Offertaking any action described in (i) and (ii) above, the Company Board of Directors of the Company receives (or a Superior Proposal (as defined belowcommittee thereof) and the Board of Directors of the Company determines reasonably and has determined in good faith, after consultation with its outside financial advisors and receipt of advice of outside legal counsel, that it is necessary to do so in order to comply with their fiduciary such acquisition proposal either constitutes a superior proposal or statutory obligations, the Board of Directors may withdraw its approval or recommendation of the Offer, the Merger and this Agreement and, in connection therewith, approve or recommend such Superior Proposal, but only if the Board of Directors of the Company shall have given Parent three business days’ notice prior to withdrawing its recommendation. (c) The Company promptly, and in any event within 24 hours, shall advise Parent orally and in writing of any Alternative Proposal or any inquiry with respect to, or that could would reasonably be expected to lead toto a superior proposal. In addition, in order to provide information to any Alternative Proposalperson making an unsolicited bona fide written acquisition proposal, such person must execute a confidentiality agreement on terms not less restrictive in the identity aggregate to such person than those contained in the confidentiality agreement the Company entered into with Parent on January 23, 2017, and on terms that will not prohibit the Company from complying with the terms of the Person or group making Merger Agreement. If the Company provides any such Alternative Proposal or inquiry, the material terms (including price) of any such Alternative Proposal or inquiry and of any determination to furnish information to a third party in response to an Alternative Proposal. The Company shall provide to Parent any non-public information concerning the Company provided to any other Person in connection with any Alternative Proposal that was such person not previously provided to Parent concurrently with the provision Parent, a copy of such information must be delivered prior to or concurrently with delivery to such Person. person. The Company has agreed to promptly (dand in no event later than 24 hours after receipt of such acquisition proposal or acquisition inquiry) Nothing contained notify Parent in this Section 5.5 shall prohibit writing of such acquisition proposal or acquisition inquiry (which notification will include 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. The Company from taking will, and disclosing will ensure that its representatives, immediately cease and cause to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under 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 Exchange Act foregoing will not in any way limit or from making modify any required disclosure to of the Company’s stockholders ifrights pursuant to the terms of the Merger Agreement. The Company also agreed that (i) to the extent it has not previously done so, it will promptly request each third party that has executed a confidentiality agreement since September 1, 2017 in connection with such person’s consideration of a transaction involving, or the acquisition of, the Company or any of its subsidiaries (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 or any of its subsidiaries, (ii) the Company and its subsidiaries will not release any third party from, or terminate, waive, amend or modify any provision of, or grant permission under, any confidentiality or standstill provision in any agreement to which the Company or any of its subsidiaries is a party, unless the Company Board has determined in good faith judgment of after consultation with outside legal counsel that the Board of Directors of the Company, after receipt of the written opinion of outside counsel, failure so to disclose take such action would be inconsistent with the fiduciary duties of the Company Board, and (iii) the Company will, and will cause its obligations subsidiaries to, enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement. The Merger Agreement defines an “acquisition proposal” as any proposal or offer relating to (i) the acquisition of 15% or more of any class of the equity interests in the Company (by vote or by value) by any third party, (ii) any merger, consolidation, business combination, reorganization, share exchange, sale of assets, recapitalization, equity investment, joint venture, liquidation, dissolution or other transaction that would result in any third party acquiring assets (including capital stock of or interest in any subsidiary or affiliate of the Company) representing, directly or indirectly, 15% or more of the net revenues, net income or assets of the Company and each of its subsidiaries, taken as a whole, (iii) the acquisition (whether by merger, consolidation, equity investment, share exchange, joint venture or otherwise) by any third party, directly or indirectly, of any class of equity interest in any entity that holds assets representing, directly or indirectly, 15% or more of the net Table of Contents revenues, net income or assets of the Company and each of its subsidiaries, taken as a whole, (iv) any tender offer or exchange offer, as such terms are defined under the Exchange Act, that, if consummated, would result in any third party beneficially owning 15% or more of the outstanding Shares and any other voting securities of the Company (or instruments convertible to or exchangeable for 15% or more of such outstanding Shares or securities), (v) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 85% of the equity interests in the surviving or resulting entity of such transaction or (vi) any combination of the foregoing. The Merger Agreement defines a “superior proposal” as a bona fide written acquisition proposal (with all of the references to 15% included in the definition of acquisition proposal increased to 75%) received after the date of the Merger Agreement that was not solicited or negotiated in breach of the obligations summarized above under the caption “No Solicitation of Other Offers,” that the Company Board (or a committee thereof) determines in good faith, after consultation with the Company’s financial advisor and outside legal counsel, and taking into consideration, among other things, all of the terms, conditions, impact and all legal, financial, regulatory and other aspects of such acquisition proposal and the Merger Agreement that the Company Board (or a committee thereof) deems relevant (in each case taking into account any revisions to the Merger Agreement made in writing by Parent prior to the time of determination pursuant to the terms of the Merger Agreement), including financing, regulatory approvals, identity of the person or group making the acquisition proposal and breakup fee provisions, would result in a transaction that (i) is more favorable to the holders of the Shares than the transactions contemplated by the Merger Agreement and (ii) is reasonably likely to be consummated in accordance with its terms. In addition to the rights described above, the Company may terminate the Merger Agreement, pay a termination fee and enter into a definitive agreement with respect to a superior proposal under certain circumstances described below. (e) For purposes of this Agreement: