Common use of No Solicitation of Transactions Clause in Contracts

No Solicitation of Transactions. Section 5.3.1 The Company agrees that, prior to the Effective Time, it shall not, and shall not authorize or permit any Company Subsidiary or Company Representative, directly or indirectly, to take any action to (A) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any inquiries or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the consummation of the Offer, the Company Board determines in good faith, after consultation with outside counsel, that it would otherwise constitute a breach of its fiduciary duties to stockholders under applicable law, the Company may, in response to a Superior Proposal, or an Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to the Company’s compliance with Section 5.3.2, (1) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior Proposal.

No Solicitation of Transactions. Section 5.3.1 The Company agrees that, prior to the Effective Time, it (a) Target shall not, and shall not authorize or permit any Company Subsidiary or Company Representative, directly or indirectly, to take through any action to (A) encourage (including by way of furnishing non-public information)officer, director, employee, agent or otherwise and shall not permit any Subsidiary or any officer, director, employee or agent to, solicit, initiate or facilitate any inquiries or encourage the making submission of any proposal or offer from any person relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in, the Target or any Subsidiary or any merger, consolidation, share exchange, business combination or other similar transaction with the Target or any Subsidiary (a "BUSINESS COMBINATION PROPOSAL") or participate in any negotiations regarding, or furnish or make available to any other person any information with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate cooperate in any way in discussions or negotiations with, or furnish assist or participate in, facilitate or encourage, any information toeffort or attempt by any other person to do or seek or provide access to the properties, books or records of Target or any Subsidiary to any person in connection with, any of the foregoing; PROVIDED, HOWEVER, that nothing contained in this Section 6.05 shall prohibit the Target from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act or take any other action to facilitate any inquiries or the making of any proposal that constitutesfurnishing information to, or could reasonably be expected entering into discussions or negotiations with or providing access to lead tothe properties, books or records of Target or any Acquisition Proposal; providedSubsidiary to any person in connection with an unsolicited Business Combination Proposal by such person received by the Target after the date of the Agreement, however, that if, at any time prior and only to the consummation extent that, (a) a majority of the Offer, disinterested members of the Company Target's Board determines in good faithof Directors, after consultation with Target's independent financial advisor and based on the advice of outside counsel, determines in good faith that it would otherwise constitute a such action is required in order for the Target's Board of Directors not to breach of its fiduciary duties to stockholders under applicable lawshareholders imposed by law and (b) prior to furnishing such information to, or entering into discussions or negotiations with, such person, the Company mayTarget (i) gives Acquiror as promptly as practicable prior written notice of the Target's intention to furnish such information or begin such discussions, the identity of such person and the material terms of such Business Combination Proposal and (ii) receives from such person an executed confidentiality agreement on terms no less favorable to the Target than those contained in response the Confidentiality Agreement. The Target shall keep Acquiror informed of the material details of any such Business Combination Proposal or any significant indication of interest in making any Business Combination Proposal as promptly as practicable. The Target agrees not to a Superior Proposalrelease any third party from, or an Acquisition Proposal that would reasonably waive any provision of, any confidentiality or standstill agreement to which the Target is a party. The Target immediately shall cease and cause to be expected to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to the Company’s compliance terminated all existing discussions or negotiations with Section 5.3.2, (1) furnish information any parties conducted heretofore with respect to any of the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior Proposalforegoing.

No Solicitation of Transactions. Section 5.3.1 5.4.1 The Company agrees that, prior to the Effective Time, it shall not, and shall not authorize or permit any Company Subsidiary or Company Representative, directly or indirectly, to take any action to (A) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any inquiries or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the consummation of the Offer, the Company Board determines in good faith, after consultation with outside counsel, that it would otherwise constitute a breach of its fiduciary duties to stockholders under applicable lawstockholders, the Company may, in response to a Superior Proposal, or an Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to the Company’s 's compliance with Section 5.3.25.4.2 and Section 2.8.1, (1) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable the benefits of the terms of which are no more favorable to the Purchaser other party to such confidentiality agreement than those in place with Parent as amended as of the date hereof and (2) following the execution of such a confidentiality agreement, participate in discussions with respect to such Superior Proposal. Upon execution of this Agreement, the Company, its affiliates and their respective officers, directors, employees, representatives legal counsel, advisors and agents shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company be returned.

No Solicitation of Transactions. Section 5.3.1 (a) The Company agrees that, prior to the Effective Time, it shall not, and it shall cause the Company Subsidiaries and its and their respective Affiliates and Representatives not authorize or permit any Company Subsidiary or Company Representativeto, directly or indirectly, to take any action to : (Ai) encourage (including by way of furnishing non-public information), solicit, initiate or induce or knowingly or intentionally facilitate or encourage any inquiries or the making of any proposal or offer inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal or any proposal that could would reasonably be expected to lead to, an to any Acquisition Proposal, (Bii) enter into furnish to any agreement Person any information with respect to any Acquisition Proposal (except to the extent specifically permitted pursuant to Section 6.4(c)(i)), (iii) participate or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way engage in discussions or negotiations with, or furnish with any information to, any person in connection with, or take any other action Person with respect to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior except to notify such Person as to the consummation existence of these provisions, or to the extent specifically permitted pursuant to Section 6.4(c)(ii), (iv) approve, endorse or recommend any Acquisition Proposal (except to the extent specifically permitted pursuant to Section 6.4(e)), or (v) enter into any letter of intent or similar document or any agreement, commitment or understanding contemplating or otherwise relating to any Acquisition Proposal or a transaction contemplated thereby (except for confidentiality agreements specifically permitted pursuant to Section 6.4(c)(i)). Without limiting the foregoing, it is agreed that any violation of the Offer, restrictions set forth in the preceding sentence by any Representative of the Company Board determines in good faithor any Company Subsidiary, after consultation with outside counsel, that it would otherwise constitute a breach whether or not such Person is purporting to act on behalf of its fiduciary duties to stockholders under applicable law, the Company mayor any Company Subsidiary or otherwise, in response to a Superior Proposal, or an Acquisition Proposal that would reasonably shall be expected to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to the Company’s compliance with Section 5.3.2, (1) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior Proposal.6.4(a)

No Solicitation of Transactions. Section 5.3.1 (a) The Company agrees thatthat neither it nor any Subsidiary shall, prior to the Effective Time, nor shall it shall not, and shall not authorize or permit any the Representatives of the Company Subsidiary or Company Representativethe Subsidiaries to, directly or indirectly, to take any action to (Ai) solicit or initiate or knowingly encourage or otherwise knowingly facilitate (including by way of furnishing non-public information), solicit, initiate or facilitate ) any inquiries or the making implementation or submission of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (Cii) enter into, continue or otherwise participate in any way in discussions or negotiations withregarding, or furnish any information to, to any person any non-public information in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that ifthat, at any time prior to the consummation adoption of this Agreement by the Offer, Company’s stockholders at the Company Board determines Stockholders’ Meeting, nothing contained in this Agreement shall prevent the Company or the Special Committee from furnishing information to, or engaging in negotiations or discussions with, any person in connection with an unsolicited bona fide written Acquisition Proposal by such person, if and only to the extent that prior to taking such action (A) the Special Committee believes in good faith, faith (after consultation with outside counsel, its advisors) that it would otherwise constitute a breach of its fiduciary duties to stockholders under applicable law, the Company may, in response to a Superior Proposalsuch Acquisition Proposal is, or an Acquisition Proposal that would could reasonably be expected to result in in, a Superior Proposal, and the Special Committee determines in good faith (after consultation with its outside legal counsel) that did not result it is required to do so in order to comply with its fiduciary duties to the stockholders of the Company under applicable Law, and (B) the Special Committee receives from such person an executed confidentiality agreement, the terms of which are substantially similar to and no less favorable to the Company than those contained in the Confidentiality Agreement, and which shall include a breach of standstill provision substantially similar to and no less favorable to the Company than that contained in the Confidentiality Agreement. Except as set forth in this Section 5.3 and subject to 6.03, neither the Company’s compliance with Section 5.3.2Company nor any Subsidiary shall enter into any letter of intent, (1) furnish information acquisition agreement or similar agreement with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or an Acquisition Proposal pursuant to (other than a customary confidentiality agreement referred to in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior Proposalthis Section 6.03(a)).

No Solicitation of Transactions. Section 5.3.1 The 5.5.1 None of the Company agrees thator any Company Subsidiary shall, prior to directly or indirectly, take (and the Effective Time, it shall not, and Company shall not authorize or permit any the Company Subsidiary or Company Representative, directly or indirectlyRepresentatives or, to take the extent within the Company's control, other affiliates to take) any action to (A) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any inquiries or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the consummation obtaining of the OfferCompany's shareholders' approval of the Merger at the Company Shareholders Meeting, the Company Board (or an authorized committee thereof) determines in good faith, after consultation with outside counsel, that it would otherwise constitute a breach of its the directors' fiduciary duties to stockholders under applicable lawshareholders, the Company may, in response to a Superior Proposal, or an Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to the Company’s compliance with Section 5.3.2, (1x) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable the benefits of the terms of which are no more favorable to the Purchaser and other party to such confidentiality agreement than those in place with Parent, (2y) participate in discussions with respect to such Superior Proposal and (z) terminate this Agreement pursuant to Section 7.1.6. Upon execution of this Agreement, the Company shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal.

No Solicitation of Transactions. (a) Except as expressly permitted by this Section 5.3.1 The 6.04, the Company agrees thatshall, and shall cause each of its Subsidiaries and its and their respective officers, directors and employees to, and shall direct and use reasonable best efforts to cause any agents, financial advisors, investment bankers, attorneys, accountants, auditors and other representatives (collectively, “Representatives”) of the Company or any of its Subsidiaries to: (i) immediately cease any ongoing solicitation, knowing encouragement, discussions or negotiations with any Person that may be ongoing with respect to a Competing Transaction, and promptly (A) instruct (to the extent it has contractual authority to do so and has not already done so prior to the date of this Agreement) or otherwise request, any Person that has executed a confidentiality or nondisclosure agreement within the 36-month period prior to the date of this Agreement in connection with any actual or potential Competing Transaction to return or destroy all such information or documents or material incorporating confidential information in the possession of such Person or its Representatives and (B) cause any physical or virtual data room to no longer be accessible to or by any Person other than Parent or its Affiliates and Representatives; and (ii) until the Effective TimeTime or, it shall if earlier, the termination of this Agreement in accordance with Section 8.01, not, and shall not authorize or permit any Company Subsidiary or Company Representative, directly or indirectly, to take any action to (A) solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public nonpublic information), solicit, initiate or facilitate ) any inquiries regarding, or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, a Competing Transaction, (B) engage in, continue or otherwise participate in any Acquisition Proposal; provideddiscussions or negotiations regarding, howeveror furnish to any other Person any nonpublic information in connection with or for the purpose of encouraging or facilitating, that ifa Competing Transaction (other than, at any time prior to the consummation of the Offer, the Company Board determines in good faith, after consultation with outside counsel, that it would otherwise constitute a breach of its fiduciary duties to stockholders under applicable law, the Company may, solely in response to a Superior Proposalan unsolicited inquiry, to refer the inquiring Person to this Section 6.04 and to limit its conversation or other communication exclusively to such referral), or an Acquisition Proposal that would reasonably be expected (C) approve, recommend or enter into, or propose to result approve, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in a Superior Proposalprinciple (whether written or oral, that did not result from a breach of this Section 5.3 and subject to the Company’s compliance with Section 5.3.2, (1binding or nonbinding) furnish information with respect to a Competing Transaction. Except to the extent necessary to take any actions that the Company or any third party would otherwise be permitted to take pursuant to this Section 6.04 (and in such case only in accordance with the terms hereof), (i) the Company and its Subsidiaries shall not release any third party from, or waive, amend or modify any provision of, or grant permission under, (x) any standstill provision in any agreement to which the Company or any of its Subsidiaries is a party or (y) any confidentiality provision in any agreement to which the person making such Superior Proposal Company or Acquisition Proposal pursuant to any of its Subsidiaries is a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions party other than, with respect to this clause (y), any waiver, amendment, modification or permission under a confidentiality provision that does not, and would not be reasonably likely to, facilitate, encourage or relate in any way to a Competing Transaction or a potential Competing Transaction (ii) the Company shall, and shall cause its Subsidiaries to, enforce the confidentiality and standstill provisions of any such Superior Proposalagreement, and (iii) the Company shall, and shall cause its Subsidiaries to, immediately take all steps within their power necessary to terminate any waiver that may have been heretofore granted, to any Person other than Parent or any of Parent’s Affiliates or Representatives, under any such provisions.

No Solicitation of Transactions. Section 5.3.1 The Company agrees that, prior to the Effective Time, it shall not, and shall not authorize or permit any Company Subsidiary or Company Representative, directly or indirectly, to take and shall instruct its officers, directors, employees, subsidiaries, agents or advisors or other representatives (including, without limitation, any action to (A) investment banker, attorney or accountant retained by it), not to, directly or indirectly, solicit, initiate or knowingly encourage (including by way of furnishing non-public nonpublic information), solicitor take any other action knowingly to facilitate, initiate or facilitate any inquiries or the making of any proposal or offer with respect to(including, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information towithout limitation, any person in connection with, proposal or take any other action offer to facilitate any inquiries or the making of any proposal its stockholders) that constitutes, or could may reasonably be expected to lead to, any Acquisition ProposalCompeting Transaction, or enter into or maintain or continue discussions or negotiate with any person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of the officers, directors or employees of the Company or any Company Subsidiary, or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any Company Subsidiary, to take any such action; providedPROVIDED, howeverHOWEVER, that ifnothing contained in this Section 6.05 shall prohibit the board of directors of the Company from (i) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer not made in violation of this Section 6.05 or (ii) with regard to such an offer, at any time prior after receiving the advice of outside counsel to the consummation effect that the board of directors of the OfferCompany is required to do so in order to discharge properly its fiduciary duties, considering, negotiating and approving and recommending to the shareholders of the Company Board an unsolicited bona fide written acquisition proposal which (A) was not received in violation of this Section 6.06, (B) if executed or consummated would be a Competing Transaction, (C) is not subject to financing and (D) the board of directors of the Company determines in good faith, after consultation with outside counsel, that it would otherwise constitute a breach receipt of an opinion of its fiduciary duties financial advisor to stockholders under applicable lawsuch effect, the Company may, in response to a Superior Proposal, or an Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject transaction more favorable to the Company’s compliance 's stockholders, than the transaction contemplated by this Agreement (any such acquisition proposal, a "SUPERIOR PROPOSAL"). The Company shall notify Parent promptly, and in no event later than one day after receipt, if any proposal or offer, or any inquiry or contact with Section 5.3.2any person with respect thereto, (1) furnish information regarding a Competing Transaction is made. The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party. The Company shall use its best efforts to ensure that its officers, directors, employees, subsidiaries, agents and advisors or other representatives (including, without limitation, any investment banker, attorney or accountant retained by it) are aware of the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement restrictions described in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior Proposalthis Section 6.05.

No Solicitation of Transactions. Section 5.3.1 The 5.7.1 None of the Company agrees thator any Company Subsidiary shall, prior to directly or indirectly, take (and the Effective Time, it shall not, and Company shall not authorize or permit any the Company Subsidiary or Company Representative, directly or indirectlyRepresentatives or, to take the extent within the Company's control, other affiliates to take) any action to (A) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any inquiries or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the consummation obtaining of the OfferCompany's stockholders' approval of the Merger, the Company Board determines in good faith, after consultation with outside counsel, that it would otherwise constitute a breach of its the directors' fiduciary duties to stockholders under applicable lawstockholders, the Company may, in response to a Superior Proposal, or an Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to the Company’s 's compliance with Section 5.3.25.5.1 and Section 5.7.2, (1x) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable the benefits of the terms of which are no more favorable to the Purchaser other party to such confidentiality agreement than those in place with Parent and (2y) participate in discussions with respect to such Superior Proposal. Upon execution of this Agreement, the Company shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company be returned.

No Solicitation of Transactions. Section 5.3.1 The Until this Agreement has been terminated as provided herein, Company agrees that, prior to the Effective Time, it shall not, and shall not authorize or permit any Company Subsidiary or Company Representative, directly or indirectly, to take any action to (A) and shall cause its Representatives not to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing non-public nonpublic information), solicit, initiate or facilitate any inquiries or the making of any proposal or offer with respect to(including, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information towithout limitation, any person in connection with, proposal or take any other action offer to facilitate any inquiries or the making of any proposal its stockholders) that constitutes, or could may reasonably be expected to lead to, any Acquisition ProposalCompeting Transaction, or enter into or maintain or continue discussions or negotiate with any person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of Company's Representatives or subsidiaries, or any Representative retained by Company's subsidiaries, to take any such action; provided, however, that ifnothing contained in this Agreement, at any time including this Section 6.04, shall prohibit the Company or the board of directors of Company (i) from complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act with regard to a tender or exchange offer not made in violation of this Section 6.04 or (ii) prior to the consummation receipt of the Offerapproval by the stockholders of Company of this Agreement and the Merger from providing information (subject to a confidentiality agreement at least as restrictive as the Confidentiality Agreement) in connection with, the Company Board determines and negotiating, another unsolicited, bona fide written proposal regarding a Competing Transaction that (i) Company's board of directors shall have concluded in good faith, after consultation with in part on the basis of advice of independent outside counselcounsel of nationally recognized reputation, that it would otherwise constitute a breach such action is necessary to prevent Company's board of directors from violating its fiduciary duties to Company's stockholders under applicable law, (ii) if any cash consideration is involved, shall not be subject to any financing contingency, and with respect to which Company's board of directors shall have determined (based in part upon the advice of Company's independent financial advisors of nationally recognized reputation) that the acquiring party is reasonably capable of consummating such Competing Transaction on the terms proposed, and (iii) Company's board of directors reasonably believes in good faith that such Competing Transaction provides greater value to the stockholders of Company maythan the Merger (based in part upon the written opinion of Company's independent financial advisors of nationally recognized reputation that such Competing Transaction is superior from a financial point of view) (any such Competing Transaction being referred to herein as a "SUPERIOR PROPOSAL"). Any violation of the restrictions set forth in this Section 6.04 by any Representative of Company or any of its Subsidiaries, in response whether or not such Person is purporting to a Superior Proposalact on behalf of Company or otherwise, or an Acquisition Proposal that would reasonably shall be expected deemed to result in a Superior Proposal, that did not result from be a breach of this Section 5.3 and subject to the Company’s compliance with Section 5.3.2, (1) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior Proposal.6.04

No Solicitation of Transactions. Section 5.3.1 The Company Each of the Stockholders, severally and not jointly, agrees that, prior not to the Effective Time, it shall not, and shall not authorize or permit any Company Subsidiary or Company Representative, directly or indirectly, to take through any action to officer, director, representative, agent or otherwise, (Aa) solicit, initiate, facilitate or knowingly encourage (including by way of furnishing non-public information)) the submission of, solicitor participate in any discussions or negotiations regarding, initiate any Company Acquisition Proposal or facilitate any inquiries or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an to a Company Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (Cb) enter into, continue or otherwise participate in any way in discussions or negotiations withregarding, or furnish to any person, any information with the intent to, or otherwise cooperate in any person in connection withway with respect to, or take knowingly assist, participate in, facilitate or encourage, any other action to facilitate any inquiries or the making of any unsolicited proposal that constitutes, or could may reasonably be expected to lead to, any a Company Acquisition Proposal; provided. Each Stockholder shall, howeverand shall direct its representatives and agents to, immediately cease and cause to be terminated any discussions or negotiations with any parties that if, at may be ongoing with respect to any time prior Company Acquisition Proposal (other than the transactions contemplated by the BCA). Each Stockholder may respond to any unsolicited proposal regarding a Company Acquisition Proposal by indicating that the Company is subject to an exclusivity agreement and such Stockholder is unable to provide any information related to the consummation Company or entertain any proposals or offers or engage in any negotiations or discussions concerning a Company Acquisition Proposal for as long as the BCA remains in effect. Notwithstanding anything in this Agreement to the contrary, (i) no Stockholder shall be responsible for the actions of the Offer, Company or the Company Board determines (or any committee thereof) or any officers, directors (in good faiththeir capacity as such), after consultation employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with outside counselrespect to any of the matters contemplated by this Section 4, that it would otherwise constitute a (ii) no Stockholder makes any representations or warranties with respect to the actions of any of the Company Related Parties, (iii) any breach by the Company of its fiduciary duties to stockholders obligations under applicable law, Section 7.04 of the Company may, in response to a Superior Proposal, or an Acquisition Proposal that would reasonably BCA shall not be expected to result in a Superior Proposal, that did not result from considered a breach of this Section 5.3 4 (it being understood for the avoidance of doubt that each Stockholder shall remain responsible for any breach by it or its Representatives (other than any such Representative that is a Company Related Party) of this Section 4) and subject (iv) to the Company’s compliance extent the Company complies with its obligations under Section 5.3.27.04 of the BCA and participates in discussions or negotiations with a person regarding an Company Acquisition Proposal, (1) furnish information each Stockholder and/or any of its Representatives may engage in discussions or negotiations with respect such person to the Company and extent that the Company Subsidiaries to can act under Section 7.04 of the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser BCA and (2) participate in discussions with respect to such Superior Proposalthis Section 4.

No Solicitation of Transactions. Section 5.3.1 (a) The Company agrees that, prior to the Effective Time, it Stockholder shall not, and nor shall not it authorize or permit any Company Subsidiary of his Affiliates or Company Representativeany of his employees, accountants, counsel, financial advisors, consultants, financing sources and other advisors or representatives (collectively, “Representatives“) to, directly or indirectly, to take any action to indirectly (Ai) encourage (including by way of furnishing non-public information)initiate, solicit, initiate knowingly facilitate or facilitate knowingly encourage any inquiries inquiry or the making of any proposal that constitutes or offer with respect could reasonably be expected to lead to a Takeover Proposal, (ii) enter into any letter of intent, memorandum of understanding or other agreement, arrangement or understanding relating to, or that could reasonably be expected to lead to, an Acquisition any Takeover Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (Ciii) enter into, continue or otherwise participate in any way in discussions or negotiations withregarding, furnish to any Person any information or data with respect to, or furnish any information to, any person in connection with, otherwise cooperate with or take any other action to knowingly facilitate any inquiries or the making of any proposal that (A) constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; providedTakeover Proposal or (B) requires the Company to abandon, however, that if, at any time prior terminate or fail to the consummation of consummate the Offer, the Company Board determines Merger or any other Transactions contemplated by this Agreement. The Stockholder and each of his Affiliates and Representatives shall (A) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons or their Representatives (other than Parent) conducted prior to the date of this Agreement with respect to any Takeover Proposal and (B) use his reasonable best efforts promptly to inform his Representatives of the obligations undertaken in good faiththis Section 3.1. Without limiting the foregoing, after consultation with outside counselany violation of the restrictions set forth in this Section 3.1 by any Representative of the Stockholder or any of his Affiliates, that it would otherwise constitute a breach whether or not such Person is purporting to act on behalf of its fiduciary duties the Stockholder or any of his Affiliates, shall be deemed to stockholders under applicable law, the Company may, in response to a Superior Proposal, or an Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to 3.1 by the Company’s compliance with Section 5.3.2, (1) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior ProposalStockholder.

No Solicitation of Transactions. Section 5.3.1 The (a) Prior to the earlier of the Effective Time or the termination of this Agreement pursuant to Article VII, except as otherwise permitted hereby, the Company agrees that, prior to the Effective Time, (i) that it shall not, and it shall not authorize permit its Affiliates or permit any Company Subsidiary or Company Representative, directly or indirectly, to take any action to (A) encourage (including by way of furnishing non-public information)Representatives to, solicit, initiate or facilitate any inquiries or intentionally encourage the making submission of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Alternative Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations withregarding, or furnish any non-public information toor data to any Third Party to facilitate, any person in connection with, induce or take any other action to facilitate any inquiries or intentionally encourage the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Alternative Proposal; and (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party with respect to any of the foregoing; provided, however, that if, at any time prior to the consummation of the Offer, nothing contained in this Section 5.6 shall prohibit the Company Board of Directors or any of the Company’s Representatives from (A) authorizing a communication with any party that is limited to making such party aware of the provisions of this Section 5.6(a); (B) furnishing information to (but only pursuant to a confidentiality agreement having terms and conditions with respect to confidentiality no less favorable to the Company than the Confidentiality Agreement and provided that the Company (i) shall promptly provide Parent with copies of any non-public information concerning the Company provided to any other party if and to the extent such information has not otherwise been previously provided to Parent, (ii) shall take reasonable precautions to protect such non-public information, and (iii) shall not provide any non-public or other confidential information that would result in any competitive harm or detriment to the Company’s ability to effectively compete in any of the Company’s or its Subsidiaries businesses as currently conducted or as currently proposed to be conducted) or entering into discussions or negotiations with any Third Party that makes an unsolicited bona fide Alternative Proposal, if the Company Board of Directors determines in good faithfaith (after consulting with an outside financial advisor) that the Alternative Proposal is or presents a reasonable possibility of resulting in a Superior Proposal; and (C) to the extent required, taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal, or making any other disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board of Directors, after consultation consulting with outside counsel, there is a reasonable basis to conclude that it would otherwise constitute a breach of its fiduciary duties to stockholders disclosure is required under applicable lawLaw. The Company will promptly notify Parent after (i) receipt of an Alternative Proposal (including the identity of the Third Party making such Alternative Proposal and the material terms and conditions of such Alternative Proposal), (ii) any request for information relating to the Company may(including non-public information) or for access to the properties, books or records of the Company by any Third Party that has made an Alternative Proposal, or (iii) receipt of any material amendment to a previously disclosed Alternative Proposal (including the terms of such amendment). The Company shall promptly (and in response to any event, within two (2) days) inform Parent of any change in the price, structure or form of consideration or any material change in the terms and conditions of such Alternative Proposal. Promptly upon determination by the Company Board of Directors that an Alternative Proposal constitutes a Superior Proposal, or an Acquisition Proposal the Company shall notify Parent that would reasonably be expected to result in the Company Board of Directors has received a Superior Proposal, that did not result from a breach specifying in detail the terms and conditions of this Section 5.3 and subject to the Company’s compliance with Section 5.3.2, (1) furnish information with respect to the Company such Superior Proposal and the Company Subsidiaries to identity of the person Person making such Superior Proposal Proposal. For the avoidance of doubt, no notice or Acquisition Proposal information provided by the Company to Parent pursuant to a customary confidentiality agreement in a form that is reasonably acceptable this Section 5.6(a) shall constitute grounds or otherwise provide Parent with the right to terminate this Agreement pursuant to Section 7.1(e). The Company agrees, during the Purchaser and two (2) participate in discussions with respect to such Business Day period following Parent’s receipt of a notice of a Superior Proposal, to negotiate in good faith with Parent to revise this Agreement if and to the extent that the Company Board of Directors determines that such negotiations would be consistent with its fiduciary duties.

No Solicitation of Transactions. Section 5.3.1 The 5.7.1 None of the Company agrees thator any of its Subsidiaries shall, prior to directly or indirectly, take (and the Effective Time, it shall not, and Company shall not authorize or permit any the Company Subsidiary or Company Representative, directly or indirectlyRepresentatives or, to take the extent within the Company’s control, other affiliates to take) any action to (A) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any inquiries or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the consummation obtaining of the Offerapproval of the stockholders of the Company of the Merger, the Company Board determines in good faith, after consultation with outside counsel, that it would otherwise be reasonably likely to constitute a breach of its the directors’ fiduciary duties to stockholders under applicable lawstockholders, the Company may, in response to a Superior Proposal, or an Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to the Company’s compliance with Section 5.3.2, 5.7.2 (1x) furnish information with respect to the Company and the Company its Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable the benefits of the terms of which are no more favorable to the Purchaser other party to such confidentiality agreement than those in place with Parent and (2y) participate in discussions or negotiations with respect to such Superior Proposal. Upon execution of this Agreement, the Company shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company be returned.

No Solicitation of Transactions. Section 5.3.1 The Company agrees that, prior to during the Effective Timeterm of this Agreement, it shall not, and shall cause its Subsidiaries and its and its Subsidiaries’ directors, officers, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its respective Subsidiaries) not authorize or permit any Company Subsidiary or Company Representativeto, directly or indirectly, to take any action to (A) solicit, initiate, encourage (including by way of furnishing or facilitate, or furnish or disclose non-public information)information in furtherance of, solicit, initiate or facilitate any inquiries or the making of any proposal or offer with respect toto any Alternative Transaction, or that could reasonably be expected to lead tonegotiate, an Acquisition Proposalexplore or otherwise engage in discussions with any Person (other than Purchaser, (BMerger Sub or their respective directors, officers, employees, agents and representatives) enter into any agreement with respect to any Acquisition Proposal Alternative Transaction, or approve, endorse, recommend or authorize any Alternative Transaction, or enter into any agreement, arrangement or understanding with respect to any Alternative Transaction or requiring it to abandon, terminate or fail to consummate the Merger or any other transaction transactions contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition ProposalAgreement; provided, however, that ifprovided that, at any time prior to the consummation adoption of this Agreement by Company’s stockholders (and in no event after the Offeradoption of this Agreement by Company’s stockholders), Company may furnish information to, and negotiate or otherwise engage in discussions with, any party who delivers a bona fide written proposal for an Alternative Transaction which was not solicited, initiated, encouraged or facilitated after the date of this Agreement, if and so long as the Board of Directors of Company Board reasonably determines in good faith, faith by resolution duly adopted after consultation with its outside counsel, legal counsel that it the failure to provide such information or engage in such negotiations or discussions would otherwise constitute a breach of its such Board of Directors’ fiduciary duties under Delaware law and reasonably determines in good faith that such a proposal is, or is reasonably likely to stockholders lead to, a Superior Proposal. Company shall notify Purchaser promptly (but in any event within 24 hours) of any such inquiries, proposals or offers received by, or any such discussions or negotiations sought to be initiated or continued with, Company or any of its Subsidiaries or any of its or its Subsidiaries’ representatives, indicating the name of such Person and providing to Purchaser a summary of the material terms of such proposal or offer for an Alternative Transaction. Prior to providing any information or data to, or entering into any negotiations or discussions with, any Person, or making any such recommendation, in connection with a proposal or offer for an Alternative Transaction, Company shall receive from such Person an executed confidentiality agreement containing terms and provisions at least as restrictive as those contained in the Confidentiality Agreement (which shall not preclude discussions or negotiations relating to the proposal or offer from such Person and which shall not contain any exclusivity provision or other term that would restrict, in any manner, Company’s ability to consummate the transactions contemplated by this Agreement). Company agrees that it will keep Purchaser informed, on a prompt basis, of the status and material terms of any such proposals or offers and the status of any material developments in respect of any such discussions or negotiations and that it will deliver to Purchaser a summary of any material changes to any such proposals or offers and all nonpublic information being furnished to such Person. Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Parties conducted prior to the date of this Agreement with respect to any Alternative Transaction and will not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it is a party and shall enforce, to the fullest extent permitted under applicable law, the Company mayprovisions of any such agreement, including, but not limited to, by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in response to a Superior Proposal, or an Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to the Company’s compliance with Section 5.3.2, (1) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior Proposalany court having jurisdiction.

No Solicitation of Transactions. Section 5.3.1 The (a) Subject to Sections 6.5(b) and 6.5(c), during the Post-Signing Period, neither the Company agrees thatnor any of its Subsidiaries shall, prior to nor shall the Effective Time, it shall not, and shall not Company or any of its Subsidiaries authorize or permit any of their respective directors, officers, employees, affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Company Subsidiary or Company RepresentativeRepresentatives”) to, directly or indirectly, to (i) solicit, initiate or take any action to (A) encourage (including by way of furnishing non-public information)facilitate or encourage, solicitwhether publicly or otherwise, initiate or facilitate any inquiries or the making submission of any proposal inquiries, proposals or offer with respect tooffers or any other efforts or attempts that constitute, or that could may reasonably be expected to lead to, any Alternative Transaction (an “Acquisition Proposal”), (ii) enter into or participate in any discussions or negotiations, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, or assist or participate in connection with any Acquisition Proposal, (Biii) enter into any agreement with respect to any Acquisition Proposal make a Change in Company Recommendation or (iv) enter into any agreement, arrangement agreement in principle, letter of intent, term sheet or understanding other similar instrument relating to an Alternative Transaction or enter into any agreement or agreement in principle (other than an Acceptable Confidentiality Agreement as permitted by this Section 6.5) requiring it the Company to abandon, terminate or fail to consummate the Merger transactions contemplated hereby or breach its obligations hereunder or propose or agree to do any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the consummation of the Offerforegoing. Subject to Sections 6.5(b) and (c), the Company Board determines in good faithshall immediately cease and cause to be terminated any solicitation, after consultation encouragement, discussion or negotiation with outside counselany Persons conducted heretofore by the Company, that it would otherwise constitute a breach of its fiduciary duties Subsidiaries or any Company Representatives with respect to stockholders under applicable law, any Alternative Transaction and shall use its (and will cause Company Representatives to use their) reasonable best efforts to require the Company mayother parties thereto to promptly return or destroy, in response to a Superior Proposalaccordance with the terms of any confidentiality agreement with respect thereto, or an Acquisition Proposal that would reasonably be expected to result in a Superior Proposalany confidential information previously furnished by the Company, that did not result from a breach of this Section 5.3 and subject to the Company’s compliance with Section 5.3.2Subsidiaries or Company Representatives thereunder. The Company will not terminate, (1) furnish information with respect amend, modify or waive any provision of any confidentiality or standstill agreement to which it is a party and shall enforce, to the Company fullest extent permitted under Applicable Law, the provisions of any such agreement, including, but not limited to, by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement terms and provisions thereof in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior Proposalany court having jurisdiction thereover.

No Solicitation of Transactions. Section 5.3.1 The (a) From the execution of this Agreement until the earlier of the Effective Time and the termination hereof, Company agrees thatthat (i) it and its officers, prior to the Effective Time, it shall directors and employees will not, (ii) Company Subsidiaries and shall Company Subsidiaries’ officers and directors will not authorize or permit any and (iii) it will use commercially reasonable efforts to ensure that its and Company Subsidiary or Company RepresentativeSubsidiaries’ agents and representatives will not, directly or indirectly, to indirectly (A) take any action to (A) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate encourage any Acquisition Proposal or any inquiries or the making of any proposal that constitutes or offer with respect to, or that could reasonably be expected to lead to, to an Acquisition Proposal, (B) enter into engage or participate in discussions or negotiations with, or disclose any agreement nonpublic information relating to Company or any Company Subsidiary, or furnish to any Person any information with respect to, or otherwise cooperate in any way with an Acquisition Proposal, (C) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or (D) enter into any agreement, arrangement or understanding contemplating or relating to any Acquisition Proposal or requiring it Company to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter intoMerger. Notwithstanding the foregoing, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the consummation of the Offer, the Company Board determines in good faith, after consultation with outside counsel, that it would otherwise constitute a breach of its fiduciary duties to stockholders under applicable law, the Company may, in response to a Superior Proposal, or an Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to the Company’s provisions of Section 7.2(c) below, nothing contained in this Agreement will prevent Company or its board of directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act, provided that such action shall not include any Adverse Recommendation Change except upon compliance with Section 5.3.27.2(c) below, (1ii) furnish prior to obtaining the Company Stockholders’ Approval, waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make an Acquisition Proposal or (iii) prior to obtaining the Company Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide Acquisition Proposal made if, and only to the extent that (with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior Proposal.this Section 7.2 only):

No Solicitation of Transactions. Section 5.3.1 The (a) Company agrees that, prior to the Effective Time, it shall not, and shall not authorize or permit any Company Subsidiary or Company Representative, directly or indirectly, to take any action to (A) and shall cause its Representatives not to, directly or indirectly, solicit, initiate, facilitate or knowingly encourage (including by way of furnishing non-public nonpublic information), solicit, initiate or facilitate any inquiries or the making of any proposal or offer with respect to(including, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information towithout limitation, any person in connection with, proposal or take any other action offer to facilitate any inquiries or the making of any proposal its stockholders) that constitutes, or could may reasonably be expected to lead to, any Acquisition ProposalCompany Competing Transaction, or enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Company Competing Transaction, or agree to or endorse any Company Competing Transaction, or authorize or permit any of Company’s Representatives to take any such action; provided, however, that if, at any time nothing contained in this Section 6.05 shall prohibit the board of directors of Company (i) from complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act or (ii) prior to the consummation receipt of the Offer, approval by the stockholders of Company Board determines in good faith, after consultation with outside counsel, that it would otherwise constitute a breach of its fiduciary duties to stockholders under applicable law, this Agreement and the Company may, in response Merger from providing information (subject to a Superior Proposalconfidentiality agreement with confidentiality and standstill provisions at least as restrictive as those in the Confidentiality Agreement) in connection with, or and negotiating, an Acquisition Proposal that would reasonably be expected to result in unsolicited, bona fide written proposal regarding a Superior Proposal, that Company Competing Transaction which did not result from a breach of this Section 5.3 6.05 and subject that Company’s board of directors shall have concluded in good faith (x) such unsolicited, bona fide written proposal constitutes, or is reasonably likely to lead to, a Company Superior Proposal and (y) the failure to take such action would breach the fiduciary duties of the Company’s compliance with Section 5.3.2, (1) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior Proposalboard of directors under applicable law.

No Solicitation of Transactions. (a) Except as permitted by this Section 5.3.1 The 6.03, from the date of this Agreement until the Effective Time or, if earlier, the termination of the Agreement in accordance with Article VIII, the Company agrees thatthat neither it nor any Subsidiary, prior to nor any of the Effective Timeofficers or directors of it or any Subsidiary, shall, and that it shall not, use its reasonable best efforts to instruct and shall cause its and its Subsidiaries’ Representatives not authorize or permit any Company Subsidiary or Company Representativeto, directly or indirectly, to take any action to (Ai) encourage (including by way of furnishing non-public information), solicit, encourage or initiate or facilitate any inquiries or the making of any proposal implementation or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making submission of any proposal that constitutes, constitutes or could reasonably be expected to lead to, any Acquisition Proposal, or (ii) engage in, continue or otherwise participate in discussions or negotiations regarding, or furnish to any person any non-public information in connection with, any Acquisition Proposal except to notify such person of the existence of this Section 6.03(a) or (iii) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal; provided, however, that ifthat, at any time prior to to, but not after, the consummation receipt of the OfferShareholder Approval, nothing contained in this Agreement shall prevent the Company or the Company Board determines in good faith, after consultation with outside counsel, that it would otherwise constitute a breach of its fiduciary duties from furnishing information to stockholders under applicable law, the Company may, (in response to a Superior Proposalrequest therefor by), or an engaging in negotiations or discussions with, any person in connection with a written, unsolicited, bona fide Acquisition Proposal providing for the acquisition of at least 50% of the consolidated assets or the voting power of the Company and its Subsidiaries by such person (an “Unsolicited Written Acquisition Proposal”), if prior to taking such action (A) the Company Board (1) determines in good faith (after consultation with its financial advisors) that would such Acquisition Proposal is, or could reasonably be expected to result in in, a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to the Company’s compliance with Section 5.3.2, (1) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate determines in discussions good faith (after consultation with respect its outside legal counsel) that its failure to take such Superior Proposalactions would be inconsistent with its fiduciary duties under applicable Law and (B) the Company receives from such person an executed confidentiality agreement with terms no less favorable to the Company with regard to confidentiality than the Confidentiality Agreement. Copies of any confidential information disclosed to any third party pursuant to this Section 6.03(a) and not previously provided to Parent shall promptly be provided to Parent.

No Solicitation of Transactions. Section 5.3.1 (a) The Company agrees that, prior shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Takeover Proposal (as hereinafter defined) and shall seek to have returned to the Effective TimeCompany or destroyed any confidential information that has been provided in any such discussions or negotiations. From the date hereof, it the Company shall not, and nor shall not authorize or it permit any Company Subsidiary or any of its officers, directors, employees or affiliates, and shall use its reasonable best efforts not to permit any investment banker, financial advisor, attorney, accountant or other representative retained by it or any Company RepresentativeSubsidiary to, directly or indirectly, to take any action to (Ai) solicit, initiate or knowingly encourage (including by way of furnishing non-public informationinformation which has not been previously publicly disseminated), solicitor knowingly take any other action designed to facilitate, initiate or facilitate any inquiries or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that which constitutes, or could may reasonably be expected to lead to, any Acquisition Takeover Proposal or (ii) participate in any discussions or negotiations regarding any Takeover Proposal; provided, however, that if, at any time prior following the receipt of a Superior Proposal (as hereinafter defined) or a proposal that is reasonably expected to lead to a Superior Proposal that in either case was unsolicited and made after the consummation date hereof in circumstances not otherwise involving a breach of the Offerthis Section 6.04, the Company Board determines in good faith, after consultation with outside counsel, that it a failure to do so would otherwise constitute a breach of be inconsistent with its fiduciary duties to stockholders under applicable lawLaw, the Company may, in response to a Superior Proposal, or an Acquisition such Takeover Proposal that would reasonably be expected to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to the Company’s compliance with Section 5.3.26.04(c), (1A) request information from the party making such Takeover Proposal for the purpose of informing itself about the Takeover Proposal that has been made and the party that made it, (B) furnish non-public information with respect to the Company and the Company Subsidiaries to the person party making such Superior Proposal or Acquisition Takeover Proposal pursuant to a customary confidentiality agreement, provided that (1) such confidentiality agreement in a form that is reasonably acceptable may not include any provision calling for an exclusive right to negotiate with the Purchaser Company and (2) the Company advises Parent of all such non-public information delivered to such person (to the extent not previously delivered or made available to Parent) substantially concurrently with its delivery to the requesting party, and (C) participate in discussions and negotiations with respect such party regarding such Takeover Proposal. It is agreed that any violation of the restrictions set forth in the preceding sentence by any executive officer, director or investment banker, attorney or other advisor or representative of the Company or any Company Subsidiary shall be deemed to such Superior be a breach of this Section 6.04(a) by the Company. The Company agrees not to waive or fail to enforce any provision of any confidentiality or standstill agreement to which it is a party on the date hereof relating to a potential or actual Takeover Proposal.

No Solicitation of Transactions. Section 5.3.1 The Company agrees that, prior to (a) From and after the date hereof until the earlier of the Effective TimeTime and the date, it if any, on which this Agreement is terminated in accordance with Article 7, the Company shall, and shall cause the Company Subsidiaries to, and shall use its reasonable best efforts to cause the Company Representatives to, (x) cease and cause to be terminated any existing solicitation, discussion or negotiation with any Third Party that may be ongoing with respect to a Competing Proposal, and (y) within three (3) Business Days from the date of this Agreement, request any such Third Party to promptly return or destroy (and confirm destruction of) all confidential information concerning the Company and the Company Subsidiaries. Subject to Section 5.3(b), from and after the date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Article 7, the Company shall not, and shall cause the Company Subsidiaries not authorize or permit any to, and shall use its reasonable best efforts to cause the Company Subsidiary or Company RepresentativeRepresentatives not to, directly or indirectly, to take any action to (Ai) encourage (including by way of furnishing non-public information), solicit, initiate initiate, knowingly facilitate or facilitate knowingly encourage any inquiries inquiry, discussion, offer or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal request that constitutes, or could reasonably be expected to lead to, a Competing Proposal or (ii) enter into, continue or otherwise participate in any Acquisition Proposal; provideddiscussions or negotiations with, however, that if, at or furnish any time prior non-public information relating to the consummation Company or any of the OfferCompany Subsidiaries to, or afford access to the books or records or officers or employees of the Company or the Company Subsidiaries to, any Third Party that, to the Knowledge of the Company, is seeking to make or has made, a Competing Proposal. Subject to Section 5.3(c), from and after the date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Article 7, the Company shall not, and shall cause the Company Subsidiaries not to, and shall use its reasonable best efforts to cause the Company Representatives not to, directly or indirectly, (A) approve, endorse, recommend or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other definitive agreement (other than an Acceptable Confidentiality Agreement to the extent permitted by Section 5.3(b)) providing for any Competing Proposal (an “Alternative Acquisition Agreement”); (B) take any action to exempt or make not subject to the provisions of Section 203 of the DGCL or any other state takeover Law or state Law that purports to limit or restrict business combinations or the ability to acquire or vote Shares (including any “control share acquisition,” “fair price,” “business combination” or other similar takeover Law) (collectively, “Takeover Statutes”), any Third Party or any action taken by a Third Party, which Person or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom; (C) terminate, amend, release, modify or fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by the Company in respect of or in contemplation of a Competing Proposal (other than to the extent the Company Board determines in good faith, after consultation with outside counsel, that it would otherwise constitute a breach of its fiduciary duties to stockholders under applicable law, the Company may, in response to a Superior Proposal, or an Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to the Company’s outside legal advisors, that failure to take any of such actions under clause (C) would be inconsistent with the directors’ fiduciary duties under applicable Law or is necessary to facilitate a Competing Proposal in compliance with Section 5.3.25.3(b)); provided that the Company shall not enforce and hereby waives any provision of any agreement that would prohibit a third party from requesting such termination, (1) furnish information with respect amendment, modification or waiver or from communicating confidentially a Competing Proposal to the Company and Board (i.e., a “don’t ask, don’t waive” provision); or (D) publicly propose to do any of the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior Proposalforegoing.

No Solicitation of Transactions. (a) Except as expressly provided by Section 5.3.1 The 5.1, none of the Company agrees thator any Company Subsidiary shall, prior to directly or indirectly, take (and the Effective Time, it shall not, and Company shall not authorize or permit any the Company Subsidiary or Company Representative, directly or indirectly, Representatives to take take) any action to (A) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any inquiries or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person Person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the consummation of the OfferExercise Date, the Company Board determines in good faith, after consultation with outside counsel, that it otherwise likely would otherwise constitute a breach of be inconsistent with its fiduciary duties to stockholders under applicable lawMaryland Law, the Company may, in response to a Superior Proposal, or an Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to the Company’s compliance with Section 5.3.25.5 and Section 5.7(b), (1x) furnish information with respect to the Company and the Company Subsidiaries to the person Person, or its representatives, making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable the benefits of the terms of which are not materially more favorable to the Purchaser other party to such confidentiality agreement than those in place with Buyer and (2y) participate in discussions and negotiations, directly or indirectly through such third party’s representatives, with respect to such Superior Proposal. Upon execution of this Agreement, the Company shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company be returned.

No Solicitation of Transactions. (a) Subject to Section 5.3.1 The 7.04(c), none of the Company agrees thatand its Subsidiaries or any of their respective Affiliates shall, prior to the Effective Time, it nor shall not, and shall not they authorize or permit any Company Subsidiary officer, manager, director, employee, or Company Representativeagent or any investment banker, financial advisor, attorney, accountant or other representative (collectively, the “Representatives”) to, directly or indirectly, to take any action to (Ai) solicit, cause, or initiate or knowingly encourage or knowingly facilitate (including by way of furnishing non-public any information), solicit, initiate or facilitate ) any inquiries or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement offers with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could may be reasonably be expected to lead to, any Acquisition Proposal; provided, however(ii) participate in any discussions or negotiations regarding, or that ifreasonably may be expected to lead to, or furnish to any Person any information with respect to, or otherwise cooperate with respect to, any Acquisition Proposal, (iii) accept an Acquisition Proposal or (iv) enter into any Contract that would require the Company to abandon the Merger or terminate this Agreement. Notwithstanding anything to the contrary in this Section 7.04, nothing contained in this Agreement shall prohibit the Company from, at any time prior to the consummation receipt of the OfferRequisite Stockholder Vote, the Company Board determines in good faith, after consultation with outside counsel, that it would otherwise constitute a breach of its fiduciary duties to stockholders under applicable law, the Company may, in response to a Superior Proposalfurnishing any information to, or entering into or participating in discussions or negotiations with, any Person that after the date hereof makes an unsolicited bona fide Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, writing that did not otherwise result from a breach of this Section 5.3 7.04, if (i) the Company Board determines in good faith after consulting with its outside legal counsel and subject financial advisors of nationally recognized reputation that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal and (ii) prior to furnishing such non-public information to such Person, the Company (A) provides Parent with the information to be provided to such Person which Parent has not previously been provided, and (B) receives from such Person an executed confidentiality and standstill agreement no less favorable to the Company’s compliance with Section 5.3.2Company (i.e., (1) furnish information no less restrictive with respect to the Company and conduct of such Person) than the Company Subsidiaries Confidentiality Agreement, if such Person is not already a party to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary an agreement, it being understood that such confidentiality agreement in a form that is reasonably acceptable to need not prohibit the Purchaser and (2) participate in discussions with respect to such Superior making, or amendment, of an Acquisition Proposal.

No Solicitation of Transactions. Section 5.3.1 The 5.7.1 None of the Company agrees thator any Company Subsidiary shall, prior to directly or indirectly, take (and the Effective Time, it shall not, and Company shall not authorize or permit any the Company Subsidiary or Company Representative, directly or indirectlyRepresentatives or, to take the extent within the Company’s control, other affiliates to take) any action to (A) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any inquiries or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the consummation obtaining of the OfferCompany Stockholder Approval, the Company Board determines concludes in good faith, after consultation with the receipt of advice of outside counsellegal counsel and nationally recognized financial advisors (“nationally recognized financial advisors” shall include, without limitation, the financial advisors set forth in Section 3.23), that it would otherwise constitute a breach of is required to take such actions in order to comply with its fiduciary duties to stockholders 52 obligations under applicable lawLaw, the Company may, in response to a Superior Proposal, or an unsolicited bona fide Acquisition Proposal that would the Company Board concludes in good faith, after the receipt of advice of outside legal counsel and nationally recognized financial advisors, is reasonably be expected likely to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to the Company’s compliance with Section 5.3.25.5.1 and Section 5.7.2, (1x) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable the benefits of the terms of which are no more favorable to the Purchaser and other party to such confidentiality agreement than those in place with Parent, (2y) participate in discussions with respect to such Superior Proposal or Acquisition Proposal, and (z) to the extent reasonably required to evaluate a Superior Proposal or Acquisition Proposal that includes the issuance of securities by the person making such Superior Proposal or Acquisition Proposal enter into a customary confidentiality agreement on terms no less favorable to the Company than the Confidentiality Agreement in order to obtain non-public information with respect to such person. Upon execution of this Agreement, the Company shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company be returned or destroyed (subject to the terms of any confidentiality agreement permitting retention of copies of confidential information).

No Solicitation of Transactions. (a) Until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as set forth in Section 5.3.1 The 6.04(b), the Company agrees that, prior to the Effective Time, that neither it shall notnor any of its Subsidiaries, and shall that it will not authorize cause its and its Subsidiaries’ respective Representatives (including any investment banker, attorney or permit accountant retained by the Company or any Company Subsidiary or Company Representativeof its Subsidiaries) to, in each case, directly or indirectly, to take any action to (Ai) solicit, initiate or purposefully encourage (including by way of furnishing non-public informationnonpublic information concerning the Company or any of its Subsidiaries), solicitor take any other action to purposefully facilitate, initiate or facilitate any inquiries regarding or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of including any proposal or offer to its shareholders) that constitutes, or could that in the Company’s good faith judgment would reasonably be expected to lead to, any Acquisition Proposal; providedCompeting Transaction, however(ii) enter into, that ifmaintain, at continue or otherwise participate in discussions or negotiations with, or provide or cause to be provided any time prior nonpublic information relating to the consummation of the Offer, the Company Board determines in good faith, after consultation with outside counsel, that it would otherwise constitute a breach or any of its fiduciary duties Subsidiaries to, any Third Party in connection with such inquiries or to stockholders under applicable law, obtain such proposal or offer that in the Company may, in response to a Superior Proposal, or an Acquisition Proposal that Company’s good faith judgment would reasonably be expected to result lead to a Competing Transaction, (iii) agree to, approve, endorse, recommend or consummate any Competing Transaction or enter into any letter of intent or Contract (other than an Acceptable Confidentiality Agreement) or commitment contemplating or otherwise relating to any Competing Transaction or (iv) waive, amend or release any standstill, confidentiality or similar agreement or Takeover Statutes in respect of a Superior ProposalCompeting Transaction (and the Company shall promptly take all action necessary to terminate or cause to be terminated any such waiver previously granted with respect to any provision of any such confidentiality, that did not result from standstill or similar agreement or Takeover Statute). The Company shall notify Parent as promptly as practicable (and in any event within forty-eight (48) hours after the Company has received in writing thereof) of any proposal or offer regarding a breach Competing Transaction, specifying (x) the material terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of this Section 5.3 any written proposals or offers, including proposed agreements, (y) the identity of the party making such proposal or offer and subject (z) whether the Company has any intention to provide confidential information to such person. The Company shall keep Parent informed, on a current basis to the Company’s compliance extent practicable, of the status and terms of any such proposal or offer and of any material changes in the status and terms thereof. Except as set forth in Section 6.04(b), the Company shall, and shall cause its Subsidiaries, and request the Representatives of the Company and its Subsidiaries, to immediately cease and terminate all existing activities, discussions or negotiations with Section 5.3.2, (1) furnish any Third Parties conducted heretofore with respect to a Competing Transaction and the Company shall immediately revoke or withdraw access of any Third Party to any data room containing any non-public information with respect to the Company or its Subsidiaries and the Company Subsidiaries request, and use its reasonable best efforts to the person making cause, all such Superior Proposal Third Parties to promptly return or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to destroy all such Superior Proposalnon-public information.

No Solicitation of Transactions. Section 5.3.1 The 5.7.1 None of the Company agrees thator any Company Subsidiary shall, prior to directly or indirectly, take (and the Effective Time, it shall not, and Company shall not authorize or permit any the Company Subsidiary or Company Representative, directly or indirectlyRepresentatives or, to take the extent within the Company’s control, other affiliates to take) any action to (A) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any inquiries or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the consummation obtaining of the OfferCompany Stockholder Approval, the Company Board determines concludes in good faith, after consultation with the receipt of advice of outside counsellegal counsel and nationally recognized financial advisors (“nationally recognized financial advisors” shall include, without limitation, the financial advisors set forth in Section 3.23), that it would otherwise constitute a breach of is required to take such actions in order to comply with its fiduciary duties to stockholders obligations under applicable lawLaw, the Company may, in response to a Superior Proposal, or an unsolicited bona fide Acquisition Proposal that would the Company Board concludes in good faith, after the receipt of advice of outside legal counsel and nationally recognized financial advisors, is reasonably be expected likely to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to the Company’s compliance with Section 5.3.25.5.1 and Section 5.7.2, (1x) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable the benefits of the terms of which are no more favorable to the Purchaser and other party to such confidentiality agreement than those in place with Parent, (2y) participate in discussions with respect to such Superior Proposal or Acquisition Proposal, and (z) to the extent reasonably required to evaluate a Superior Proposal or Acquisition Proposal that includes the issuance of securities by the person making such Superior Proposal or Acquisition Proposal enter into a customary confidentiality agreement on terms no less favorable to the Company than the Confidentiality Agreement in order to obtain non-public information with respect to such person. Upon execution of this Agreement, the Company shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company be returned or destroyed (subject to the terms of any confidentiality agreement permitting retention of copies of confidential information).

No Solicitation of Transactions. Section 5.3.1 The Company agrees that, (a) After the date hereof and prior to the earlier to occur of the date of termination of this Agreement or the Effective Time, it shall not, and shall not authorize or permit neither the Company nor any Company Subsidiary or Company Representativeshall, directly or indirectly, to take through any action to officer, director, employee, agent or otherwise, (Ai) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any inquiries or knowingly encourage the making submission of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding any proposal or offer with respect tothat constitutes, or that could may reasonably be expected to lead to, an Acquisition Proposal, or (Biii) enter into furnish to any agreement person, any information with respect to any Acquisition Proposal or enter into any agreementto, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate cooperate in any way in discussions or negotiations withwith respect to, or furnish any information toassist or participate in, any person in connection withfacilitate or knowingly encourage, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could may reasonably be expected to lead to, any an Acquisition Proposal; provided, however, that if, at any time prior to the consummation of the Offer, the Company Board determines in good faith, after consultation with outside counsel, that it would otherwise constitute a breach of its fiduciary duties to stockholders under applicable law, the Company may, to the extent necessary to act in a manner consistent with the fiduciary duties of the Board, as determined in good faith by the Board after receiving the advice of outside counsel, in response to an Acquisition Proposal that was not solicited by the Company and that the Board determines, in good faith after receiving the advice of outside counsel and a financial advisor of recognized reputation, is reasonably likely to lead to a Superior Proposal, or an Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject to the Company’s and in compliance with Section 5.3.27.05(d), (1x) furnish information with respect to the Company and the Company its Subsidiaries to the person making such Superior Acquisition Proposal and its officers, employees and agents and persons providing or proposing to provide it with financing for the Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable with terms no less favorable to the Purchaser Company than those set forth in the Confidentiality Agreements and (2y) participate in discussions or negotiations with respect such persons regarding such Acquisition Proposal; and provided, further, that the Company shall not be considered to such Superior Proposalbe in breach of this Section 7.05(a) by virtue of any actions of the Preferred Director contrary to the terms of this Section 7.05(a), if the Company has informed all directors of their duties under this Section 7.05(c).

No Solicitation of Transactions. Section 5.3.1 The Company agrees that, prior to the Effective Time, it (a) Each Stockholder shall not, and nor shall not it authorize or permit any Company Subsidiary of its Affiliates or Company Representativeany of its officers, directors, employees, accountants, counsel, financial advisors, consultants, financing sources and other advisors or representatives (collectively, "Representatives") to, directly or indirectly, to take any action to indirectly (Ai) encourage (including by way of furnishing non-public information)initiate, solicit, initiate knowingly facilitate or facilitate knowingly encourage any inquiries inquiry or the making of any proposal that constitutes or offer with respect could reasonably be expected to lead to a Takeover Proposal, (ii) enter into any letter of intent, memorandum of understanding or other agreement, arrangement or understanding relating to, or that could reasonably be expected to lead to, an Acquisition any Takeover Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (Ciii) enter into, continue or otherwise participate in any way in discussions or negotiations withregarding, furnish to any Person any information or data with respect to, or furnish any information to, any person in connection with, otherwise cooperate with or take any other action to knowingly facilitate any inquiries or the making of any proposal that (A) constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; providedTakeover Proposal or (B) requires the Company to abandon, however, that if, at any time prior terminate or fail to the consummation of consummate the Offer, the Company Board determines in good faith, after consultation with outside counsel, that it would otherwise constitute a breach Merger or any other Transactions contemplated by this Agreement. Each Stockholder and each of its fiduciary duties Affiliates and Representatives shall (A) immediately cease and cause to stockholders under applicable lawbe terminated any existing activities, discussions or negotiations with any Persons or their Representatives (other than Parent) conducted prior to the Company maydate of this Agreement with respect to any Takeover Proposal and (B) use its reasonable best efforts promptly to inform its Representatives of the obligations undertaken in this Section 3.1. Without limiting the foregoing, any violation of the restrictions set forth in response this Section 3.1 by any Representative of such Stockholder or any of its Affiliates, whether or not such Person is purporting to a Superior Proposalact on behalf of such Stockholder or any of its Affiliates, or an Acquisition Proposal that would reasonably shall be expected deemed to result in a Superior Proposal, that did not result from be a breach of this Section 5.3 and subject to the Company’s compliance with Section 5.3.2, (1) furnish information with respect to the Company and the Company Subsidiaries to the person making 3.1 by such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior ProposalStockholder.

No Solicitation of Transactions. Section 5.3.1 The Company agrees that, prior to the Effective Time, it shall not, and shall not authorize or permit any Company Subsidiary or Company Representative, directly or indirectly, to take any action to and shall cause its Representatives not to, directly or indirectly, (Ai) solicit, initiate or encourage (including by way of furnishing non-public or disclosing nonpublic information), solicit, initiate or facilitate ) any inquiries or the making of any proposal or offer with respect to(including, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information towithout limitation, any person in connection with, proposal or take any other action offer to facilitate any inquiries or the making of any proposal its shareholders) that constitutes, or could may reasonably be expected to lead to, any Acquisition ProposalCompany Competing Transaction, or (ii) knowingly encourage or otherwise enter into or maintain or continue discussions or negotiate with any Person with respect to such inquiries or to obtain a Company Competing Transaction, or agree to or endorse any agreement, arrangement or understanding with respect to any Company Competing Transaction, or authorize or permit any of Company's Representatives or the Company Subsidiaries, or any Representative retained by the Company Subsidiaries, to take any such action; providedPROVIDED, howeverHOWEVER, that ifnothing contained in this Section 6.04 shall prohibit the board of directors of Company (i) from complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act with regard to a tender or exchange offer not made in violation of this Section 6.04, at any time or (ii) prior to the consummation receipt of the Offerapproval by the shareholders of Company of the filing of any Articles of Arrangement and any other matters incidental to the Arrangement from providing information (subject to a confidentiality agreement at least as restrictive as the Confidentiality Agreement) in connection with, the and negotiating, another unsolicited, bona fide written proposal regarding a Company Board determines Competing Transaction that (x) Company's board of directors shall have concluded in good faith, after consultation with considering applicable Law, on the advice of independent outside counselcounsel of nationally recognized reputation, that it failure to take such action would otherwise constitute reasonably be expected to be a breach of the Company's board of directors' fiduciary duties to Company's shareholders under applicable Law, (y) if any cash consideration is involved, shall not be subject to any financing contingency, and with respect to which Company's board of directors shall have determined in the proper exercise of its fiduciary duties to stockholders under applicable lawCompany's shareholders that the acquiring party is capable of consummating such Company Competing Transaction on the terms proposed, and (z) Company's board of directors shall have determined (based upon the opinion of Company's independent financial advisors of nationally recognized reputation) in the proper exercise of its fiduciary duties to Company's shareholders that such Company may, Competing Transaction provides greater value to the shareholders of Company than the Arrangement (and Company's independent financial advisors of nationally recognized reputation opine in response writing that such Company Competing Transaction is superior from a financial point of view) (any such Company Competing Transaction being referred to herein as a Superior Proposal"COMPANY SUPERIOR PROPOSAL"). Company shall notify Parent promptly if any proposal or offer, or an Acquisition Proposal any inquiry or contact with any Person with respect thereto, regarding a Company Competing Transaction is made. In addition, Company shall notify Parent promptly if at any time the Company`s board of directors determines that would reasonably be expected to result in a Superior Proposal, that did not result from a breach it believes any such proposal fulfills the requirements of this Section 5.3 and subject to the Company’s compliance with Section 5.3.2clause (ii) (x), (1y) furnish information and (z) above. Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to the a Company and the Competing Transaction. Company Subsidiaries shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to the person making such Superior Proposal or Acquisition Proposal pursuant to which it is a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior Proposalparty.

No Solicitation of Transactions. Section 5.3.1 6.4.1 The Company agrees thatshall, prior and shall cause each Company Subsidiary and its and their respective officers and directors, and shall use reasonable best efforts to cause the Effective Timeother Company Representatives to, it immediately cease and cause to be terminated any discussions or negotiations with any parties (other than Parent, Merger Sub and the Parent Representatives) that may be ongoing as of the date hereof with respect to a Takeover Proposal. The Company shall not, and shall not authorize or permit any cause each Company Subsidiary or and its and their respective officers and directors, and shall use reasonable best efforts to cause the other Company RepresentativeRepresentatives not to, (i) directly or indirectlyindirectly solicit, to take initiate, or knowingly encourage any action to (A) encourage Takeover Proposal (including by way of furnishing non-public information), solicit, initiate or facilitate any inquiries information relating to the Company or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (BCompany Subsidiaries) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (Cii) enter into, continue or otherwise participate in any way in any negotiations or discussions or negotiations withregarding, or furnish or disclose to any Third Party any information with respect to, any person Takeover Proposal; provided, however, that at any time prior to obtaining the Stockholder Approval, in connection with, or take any other action response to facilitate any inquiries a bona fide Takeover Proposal that was not solicited in violation of this Section 6.4 and that the Special Committee or the making of any proposal that Company Board determines in good faith (x) after consultation with its financial advisors, constitutes, or could reasonably be expected to lead to, any Acquisition a Superior Proposal; provided, however, that if, at any time prior to the consummation of the Offer, the Company Board determines in good faith, and (y) after consultation with outside legal counsel, that it would otherwise constitute a breach of its fiduciary duties failure to stockholders under applicable law, the Company may, in response to a Superior Proposal, or an Acquisition Proposal that take such action would reasonably be expected to result in a Superior Proposalbe inconsistent with the fiduciary duties of the members of the Special Committee or the Company Board to the holders of shares of Company Common Stock under applicable Law, that did not result from a breach of this Section 5.3 and the Company shall have the right, subject to the Company’s compliance with Section 5.3.26.4.2 and acting under the direction of the Special Committee, to (1A) furnish information with respect to the Company and the Company Subsidiaries to the person Person making such Superior Takeover Proposal or Acquisition Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) pursuant to a customary confidentiality agreement that contains provisions that are no less favorable in a form that is reasonably acceptable the aggregate to the Purchaser Company than those contained in the NDA (it being understood and agreed that such confidentiality agreement need not prohibit the making or amendment of any Takeover Proposal) (provided that all such information has previously been made available to Parent or is made available to Parent concurrently with or promptly (written 24 hours) after the time it is provided to such Person) and (2B) participate in discussions or negotiations with respect the Person making such Takeover Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) regarding such Takeover Proposal. The Company agrees that it will not enter into any confidentiality agreement with any Person subsequent to the date hereof which prohibits the Company from providing such Superior Proposalinformation to Parent.

No Solicitation of Transactions. Section 5.3.1 The 5.6.1 None of the Company agrees thator any Company Subsidiary shall, prior to directly or indirectly, take (and the Effective Time, it shall not, and Company shall not authorize or permit any the Company Subsidiary or Company Representative, directly or indirectlyRepresentatives or, to take the extent within the Company's control, other affiliates to take) any action to (A) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any inquiries or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the consummation Company receiving the Requisite Stockholder Approval, this Section 5.6 shall not prohibit the Company from furnishing nonpublic information regarding the Company or any Company Subsidiary to a person making an unsolicited Qualifying Acquisition Proposal submitted to the Company by such person (and not withdrawn) if (i) neither the Company nor any Representative of any of the OfferCompany or any Company Subsidiary shall have violated the provisions of this Section 5.6, and (ii) the Company Board determines concludes in good faithfaith by majority vote of those directors entitled to vote thereon, after consultation with having taken into account the advice of the Special Committee and upon receiving the opinion of its outside legal counsel, that it would otherwise constitute a breach of such action is necessary for the Company Board to comply with its fiduciary duties obligations to stockholders under applicable law, the Company may, in response to a Superior Proposal, or an Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, that did not result from a breach Company's stockholders. For purposes of this Section 5.3 and subject 5.6.1, a "Qualifying Acquisition Proposal" shall mean an offer to purchase for cash, at a price per share of at least 115% of the Merger Consideration, all outstanding capital stock of the Company from a person that has demonstrated (to the Company’s compliance with Section 5.3.2satisfaction of all Non-HET Nominated Directors and Non-HET Affiliated Directors, (1) furnish information with respect to as such terms are defined in the Company and Certificate) the Company Subsidiaries financial ability to the person making consummate such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior Proposalpurchase.

No Solicitation of Transactions. Section 5.3.1 The 5.6.1 None of the Company agrees thator any Company Subsidiary shall, prior to directly or indirectly, take (and the Effective Time, it shall not, and Company shall not authorize or permit any the Company Subsidiary or Company Representative, directly or indirectlyRepresentatives or, to take the extent within the Company's control, other affiliates to take) any action to (A) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any inquiries or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the consummation Company receiving the Requisite Stockholder Approval, this Section 5.6 shall not prohibit the Company from furnishing nonpublic information regarding the Company or any Company Subsidiary to a person making an unsolicited Qualifying Acquisition Proposal submitted to the Company by such person (and not withdrawn) if (i) neither the Company nor any Representative of any of the OfferCompany or any Company Subsidiary shall have violated the provisions of this Section 5.6, and (ii) the Company Board determines concludes in good faithfaith by majority vote of those directors entitled to vote thereon, after consultation with having taken into account the advice of the Special Committee and upon receiving the opinion of its outside legal counsel, that it would otherwise constitute a breach of such action is necessary for the Company Board to comply with its fiduciary duties to stockholders under applicable law, the Company may, in response to a Superior Proposal, or an Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, that did not result from a breach of this Section 5.3 and subject obligations to the Company’s compliance with Section 5.3.2, (1) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to the Purchaser and (2) participate in discussions with respect to such Superior Proposal's stockholders.

No Solicitation of Transactions. Section 5.3.1 The Company agrees that, prior (a) Subject to the Effective Timeprovisions of Section 5.8 and this Section 5.5, it shall notneither the Company nor any Subsidiary shall, directly or indirectly, take (and the Company shall not authorize or permit any Company Subsidiary or Company Representative, directly or indirectly, its Representatives to take take) any action to (Ai) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any inquiries or the making of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition ProposalProposal (as hereinafter defined), (Bii) unless this Agreement shall be terminated by the Company pursuant to Section 7.1(i) hereof, enter into any agreement agreement, arrangement or understanding with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (Ciii) enter into, continue or otherwise participate in any way in discussions or negotiations with, or furnish any information to, any person (other than Buyer and its Representatives) in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could would reasonably be expected to lead to, any Acquisition Proposal; provided, however, that ifthat, at any time prior to obtaining the consummation Company Stockholders' approval of this Agreement and, so long as neither the Company nor any Subsidiary nor any of their Representatives shall have breached any of the Offer, the Company Board determines in good faith, after consultation with outside counsel, that it would otherwise constitute a breach provisions of its fiduciary duties to stockholders under applicable lawthis Section 5.5(a), the Company may, in response to a Superior Proposal, or an Acquisition Proposal that would the Company's Board, after consultation with the Financial Advisor, determines could reasonably be expected lead to result in a Superior Proposal, that did not result from a breach of this Section 5.3 Proposal and subject to the Company’s 's compliance with Section 5.3.25.5(b), (1A) furnish information with respect to the Company and the Company Subsidiaries to the person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable the terms of which are no more favorable to the Purchaser and other party to such confidentiality agreement than those in place with Buyer, (2B) participate in discussions or negotiations with respect to such Superior Acquisition Proposal., and (C) terminate this Agreement pursuant to Section 7.1(i) hereof and enter into an agreement, arrangement or understanding with respect to such Acquisition

No Solicitation of Transactions. Section 5.3.1 The Company agrees that, prior (a) Prior to the Effective Time, except as otherwise permitted hereby, the Company agrees (i) that it shall not, and it shall not authorize permit its Affiliates or permit any Company Subsidiary or Company Representative, directly or indirectly, to take any action to (A) encourage (including by way of furnishing non-public information)Representatives to, solicit, initiate or facilitate any inquiries or encourage the making submission of any proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into any agreement with respect to any Acquisition Alternative Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or (C) enter into, continue or otherwise participate in any way in discussions or negotiations withregarding, or furnish any non-public information toor data to any Third Party to facilitate, any person in connection with, induce or take any other action to facilitate any inquiries or encourage the making of any proposal that constitutes, or could may reasonably be expected to lead to, any Acquisition Alternative Proposal; and (ii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party with respect to any of the foregoing; provided, however, that if, at any time prior to the consummation of the Offer, nothing contained in this Section 5.6 shall prohibit the Company Board of Directors or any of the Company's Representatives from (A) authorizing a communication with any party that is limited to making such party aware of the provisions of this Section 5.6(a); (B) furnishing information to (but only pursuant to a confidentiality agreement having terms and conditions with respect to confidentiality no less favorable to the Company than the Confidentiality Agreement and provided that the Company (i) shall promptly provide Parent with copies of any non-public information concerning the Company provided to any other party if and to the extent such information has not otherwise been previously provided to Parent, (ii) shall take reasonable precautions to protect such non-public information, and (iii) shall not provide any non-public or other confidential information that would result in any competitive harm or detriment to the Company's ability to effectively compete in any of the Company's or its Subsidiaries businesses as currently conducted or as currently proposed to be conducted) or entering into discussions or negotiations with any Third Party that makes an unsolicited bona fide Alternative Proposal, if the Company Board of -34- Directors determines in good faithfaith (after consulting with an outside financial advisor or legal counsel) that the Alternative Proposal is or presents a reasonable possibility of resulting in a Superior Proposal; and (C) to the extent required, taking and disclosing to the Company's shareholders a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal, or making any other disclosure to the Company's shareholders if, in the good faith judgment of the Company Board of Directors, after consultation consulting with outside counsel, there is a reasonable basis to conclude that it would otherwise constitute a breach of its fiduciary duties to stockholders disclosure is required under applicable lawLaw. The Company will promptly notify Parent after (i) receipt of an Alternative Proposal (including the identity of the Third Party making such Alternative Proposal and the material terms and conditions of such Alternative Proposal), (ii) any request for information relating to the Company may(including non-public information) or for access to the properties, books or records of the Company by any Third Party that has made an Alternative Proposal, or (iii) receipt of an amendment to a previously disclosed Alternative Proposal (including the terms of such amendment). The Company shall promptly (and in response to any event, within 48 hours) inform Parent of any change in the price, structure or form of consideration or terms and conditions of such Alternative Proposal. Promptly upon determination by the Company Board of Directors that an Alternative Proposal constitutes a Superior Proposal, or an Acquisition Proposal the Company shall notify Parent that would reasonably be expected to result in the Company Board of Directors has received a Superior Proposal, that did not result from a breach specifying in detail the terms and conditions of this Section 5.3 and subject to the Company’s compliance with Section 5.3.2, (1) furnish information with respect to the Company such Superior Proposal and the Company Subsidiaries to identity of the person Person making such Superior Proposal or Acquisition Proposal pursuant to a customary confidentiality agreement in a form that is reasonably acceptable to Proposal. The Company agrees, during the Purchaser and two (2) participate in discussions with respect to such Business Day period following Parent's receipt of a notice of a Superior Proposal, to negotiate in good faith with Parent to revise this Agreement if and to the extent that the Company Board of Directors determines that such negotiations would be consistent with its fiduciary duties.