Common use of No Solicitation of Transactions Clause in Contracts

No Solicitation of Transactions. (a) The Company shall, and shall cause its officers, directors, auditors, attorneys and financial advisors (each, a “Representative”) and any other agents to, immediately cease any discussions, negotiations or communications with any party or parties that commenced prior to the date of this Agreement with respect to any Competing Proposal. As used in this Agreement, a “Competing Proposal” means any proposal or offer (other than this Agreement and the Merger), whether in writing or otherwise, from any Person or group (as defined in Section 13(d)(3) of the Exchange Act) other than Parent, Merger Sub or any Affiliates thereof (a “Third Party”), to acquire (i) assets that constitute or account for twenty percent (20%) or more of the consolidated net revenues, consolidated net income or consolidated assets of the Company, or (ii) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of twenty percent (20%) or more of any class of equity securities of the Company, in each case pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions. (b) During the Interim Period, the Company shall not, nor shall it authorize or permit any Representative of the Company or the Company Subsidiary to, (i) solicit, initiate or encourage, or otherwise facilitate, directly or indirectly, any inquiries relating to, or the submission of, any Competing Proposal, (ii) directly or indirectly solicit, initiate, encourage or participate in or otherwise facilitate any discussions or negotiations regarding any Competing Proposal or (iii) furnish to any Third Party any information or data for the purpose of encouraging or facilitating, or, except as required by applicable Law, provide access to the properties, offices, books, records, officers, directors or employees of, or take any other action to knowingly, directly or indirectly, solicit, initiate, intentionally encourage, participate in or otherwise facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Proposal. Without limiting the generality of the foregoing, it is understood that any violation of any of the restrictions set forth in this Section 4.3 by any Representative of the Company or the Company Subsidiary shall be deemed to be a breach by the Company of this Section 4.3. Notwithstanding the foregoing, if, prior to obtaining the Company Stockholder Approval, (i) the Company has complied with this Section 4.3, and (ii) the Company Board of Directors reasonably determines in good faith that a Competing Proposal constitutes or would reasonably be expected to lead to a Superior Competing Proposal (as such term is defined below), then, to the extent that a majority of the members of the Company Board of Directors determines in good faith, after consultation with the Company’s outside counsel, that the failure to do so could reasonably be expected to constitute a breach by the Company Board of Directors of its fiduciary duties to the holders of Company Common Stock under Law or writ, judgment, injunction, consent, order, decree, stipulation, award or executive order of or by any Governmental Authority (each, an “Order”), the Company may, subject to the Company’s providing prompt (but in any event within twenty-four (24) hours) prior written notice to Parent of its decision to take such action and compliance by the Company with Section 4.3(d), furnish information with respect to the Company to, and participate in discussions and negotiations directly or through its Representatives with, such Third Party, subject to a confidentiality agreement not materially less favorable to the Company than the Confidentiality Agreement (as defined in Section 5.4(b) hereof), provided that all such information not already provided to the Parent is provided to the Parent prior to or as soon as reasonably practicable (but in any event

No Solicitation of Transactions. (a) The Company shallagrees that, and shall cause its officers, directors, auditors, attorneys and financial advisors (each, a “Representative”) and any other agents to, immediately cease any discussions, negotiations or communications with any party or parties that commenced prior to as of the date of this Agreement Agreement, it has, and has caused each officer, director or employee of, or any investment banker, attorney or other advisor or representative of the Company or any subsidiary (the "Company Representatives"), to immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party (as defined below) conducted heretofore with respect to any Competing ProposalTransaction (as defined below). As used in this AgreementThe Company shall not, a “Competing Proposal” means nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any Company Representatives to (i) solicit or initiate, encourage, or facilitate, directly or indirectly, any inquiries relating to, or the submission of, any proposal or offer (other than this Agreement and the Merger)offer, whether in writing or otherwise, from any Person person other than Parent, Newco or group any affiliates thereof (a "Third Party") to acquire beneficial ownership (as defined in Section 13(d)(3under Rule 13(d) of the Exchange Act) other than Parent, Merger Sub or any Affiliates thereof (a “Third Party”), to acquire (i) assets that constitute or account for twenty percent (20%) of all or more than 5% of the consolidated net revenues, consolidated net income or consolidated assets of the CompanyCompany and its subsidiaries, taken as a whole, or (ii) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of twenty percent (20%) 5% or more of any class of equity securities of the Company, in each case Company pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions. (b) During , which is structured to permit such Third Party to acquire beneficial ownership of more than 5% of the Interim Period, the Company shall not, nor shall it authorize or permit any Representative assets of the Company and its Subsidiaries, taken as a whole, or 5% or more of any class of equity securities of the Company Subsidiary to, (i) solicit, initiate or encourage, or otherwise facilitate, directly or indirectly, any inquiries relating to, or the submission of, any a "Competing Proposal, Transaction"); (ii) directly or indirectly solicit, initiate, encourage or participate in or otherwise facilitate any discussions or negotiations regarding any Competing Proposal regarding, or (iii) furnish to any Third Party person any information or data for the purpose of encouraging with respect to or facilitating, or, except as required by applicable Law, provide access to the properties, offices, books, records, officers, directors or employees properties of, or take any other action to knowingly, directly or indirectly, solicit, initiate, intentionally encourage, participate in or otherwise knowingly facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Proposal. Without limiting Transaction; or waive the generality of the foregoing, it is understood that any violation provisions of any "standstill" or similar agreement or (iii) enter into any agreement with respect to any Competing Transaction, approve or recommend or resolve to approve or recommend any Competing Transaction or enter into any agreement requiring it to abandon, terminate or fail to consummate the Merger and the other transactions contemplated by this Agreement. (A) will result in terms which are more favorable from a financial point of the restrictions set forth in this Section 4.3 by any Representative of the Company or the Company Subsidiary shall be deemed to be a breach by the Company of this Section 4.3. Notwithstanding the foregoing, if, prior to obtaining the Company Stockholder Approval, (i) the Company has complied with this Section 4.3, and (ii) the Company Board of Directors reasonably determines in good faith that a Competing Proposal constitutes or would reasonably be expected to lead to a Superior Competing Proposal (as such term is defined below), then, to the extent that a majority of the members of the Company Board of Directors determines in good faith, after consultation with the Company’s outside counsel, that the failure to do so could reasonably be expected to constitute a breach by the Company Board of Directors of its fiduciary duties view to the holders of Company Common Stock Shares than the Merger and the other transactions contemplated by this Agreement and, after consultation with counsel, determines that failure to take such action may result in a breach of its fiduciary duties under Law applicable laws; and (B) is reasonably capable of being consummated (provided that the Company, including the Board of Directors, and any of its advisors shall be permitted to contact such Third Party and its advisors solely for the purpose of clarifying the proposal and any material contingencies and the capability of consummation) and (C) is subject to a confidentiality agreement with such Third Party on terms no less favorable to the Company, in all material respects, than the confidentiality agreement with Parent (each if amended or writ, judgment, injunction, consent, order, decree, stipulation, award or executive order of or by any Governmental Authority (each, an “Order”restated a "Superior Competing Transaction"), then the Company may, in response to an unsolicited request therefor and subject to the Company’s providing prompt (but in any event within twenty-four (24) hours) prior written notice to Parent of its decision to take such action and compliance by the Company with Section 4.3(d6.2(b), furnish information with respect to the Company to, and its subsidiaries to and participate in discussions and negotiations directly or through its Representatives representatives with, such Third Party, subject provided that the Company shall have delivered to Parent prior written notice that it intends to take such action. The Board of Directors of the Company shall be permitted to withhold, withdraw or modify in a confidentiality agreement not materially less favorable manner adverse to Parent, its recommendation to the holders of the Company than Shares, but only if (i) such Third Party submits an unsolicited Competing Transaction that the Confidentiality Agreement Board of Directors believes, in its good faith judgment, is reasonably likely to result in a Superior Competing Transaction and after consultation with counsel, determines that failure to take such action may result in a breach of fiduciary duties under applicable law and (as defined in Section 5.4(bii) hereof)the Company shall have delivered to Parent prior written notice that it intends to take such action, provided that including therein the identity of such Third Party and the terms and conditions of such Superior Competing Transaction. The Company, its officers, directors, advisors, and representatives shall immediately cease all such information not already provided activities, discussions and negotiations, if any, with any person conducted prior to the date hereof. Nothing contained in this Agreement shall prevent the Board of Directors from complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act. (b) The Company shall promptly advise Parent is provided orally and in writing of (i) any Competing Transaction or any inquiry with respect to or which could reasonably be expected to lead to any Competing Transaction received by any officer or director of the Company or, to the knowledge of the Company, any financial advisor, attorney or other advisor or representative of the Company; (ii) the identity of the Third Party submitting such Competing Transactions or making such inquiry, and (iii) the material terms and conditions of such Competing Transaction. The Company will keep Parent prior to reasonably informed on a current basis of the status and details of any such Competing Transaction (including amendments and proposed amendments) proposal or as soon as reasonably practicable (but inquiry in any eventa timely manner.

No Solicitation of Transactions. (a) The Company shallhas ceased and terminated, and shall cause its officershas directed each officer, directorsdirector, auditorsemployee, attorneys investment banker, attorney or other advisor or representative of the Company to cease and financial advisors (eachterminate, a “Representative”) and any other agents toall activities, immediately cease any discussions, solicitations, communications or negotiations or communications with any party or parties that commenced prior to the date of this Agreement Third Party with respect to any Competing ProposalTransaction. As used in this AgreementThe Company shall not, a “Competing Proposal” means nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its Subsidiaries to (i) solicit, accept or initiate, encourage, or facilitate, directly or indirectly, any inquiries relating to, or the submission of, any proposal or offer (other than this Agreement and the Merger)offer, whether in writing or otherwise, from any Person other than Parent, Newco or group any Affiliates thereof (any such other Person, a “Third Party”) to acquire beneficial ownership (as defined in Section 13(d)(3under Rule 13(d) of the Exchange Act) other of all or more than Parent, Merger Sub or any Affiliates thereof (a “Third Party”), to acquire (i) assets that constitute or account for twenty fifteen percent (2015%) or more of the consolidated net revenues, consolidated net income or consolidated assets of the CompanyCompany and its Subsidiaries, taken as a whole, or (ii) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of twenty fifteen percent (2015%) or more of any class or series of equity securities of the Company, in each case whether pursuant to a merger, consolidation or other business combinationcombination or other transaction, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions. , which is structured to permit such Third Party to acquire beneficial ownership of more than fifteen percent (b15%) During of the Interim Period, the Company shall not, nor shall it authorize or permit any Representative assets of the Company and its Subsidiaries, taken as a whole, or fifteen percent (15%) or more of any class or series of equity securities of the Company Subsidiary to(any transaction or series of transactions with the foregoing effect, (i) solicit, initiate or encourage, or otherwise facilitate, directly or indirectly, any inquiries relating to, or the submission of, any a “Competing Proposal, Transaction”); (ii) directly participate or indirectly solicit, initiate, encourage or participate engage in or otherwise facilitate any discussions or negotiations with any Third Party regarding any Competing Proposal Transaction, or (iii) furnish to any Third Party any information or data for the purpose of encouraging with respect to or facilitating, or, except as required by applicable Law, provide access to the properties, offices, books, records, officers, directors or employees ofproperties of the Company in connection with a Competing Transaction, or take any other action to knowingly, directly or indirectly, solicit, initiate, intentionally encourage, participate in or otherwise facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Proposal. Without limiting Transaction; (iii) withdraw, modify or amend in any way adverse to Parent or Newco its recommendation to the generality Company’s stockholders that they approve this Agreement and the Merger, except in strict compliance with this Section 4.2, or (iv) enter into any agreement with respect to any Competing Transaction, approve or recommend or resolve to approve or recommend any Competing Transaction, or enter into any agreement requiring it to abandon, terminate or fail to consummate the Merger or the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing sentence or anything to the contrary in this Agreement, if the Company receives (in the absence of the foregoing, it is understood that any violation of any of the restrictions set forth in this Section 4.3 by any Representative 4.2) a bonafide, unsolicited written proposal or offer for a Competing Transaction prior to the receipt of the Company or Shareholder Approval and that has not been withdrawn, which the Company Subsidiary shall be deemed to be a breach by the Company of this Section 4.3. Notwithstanding the foregoing, if, prior to obtaining the Company Stockholder Approval, (i) the Company has complied with this Section 4.3, and (ii) the Company Board of Directors Directors, acting reasonably determines and in good faith that a Competing Proposal constitutes or would reasonably be expected to lead to a Superior Competing Proposal (as such term is defined below), then, to the extent that a majority of the members of the Company Board of Directors determines in good faith, after consultation with the Company’s outside counsellegal counsel and financial advisor), that determines (1) by majority vote (excluding any members of the failure to do so could reasonably be expected to constitute a breach by the Company Board of Directors that are not independent of the Third Parties making such offer for a Competing Transaction) is superior to the terms of this Agreement taking into consideration all of the following: (x) the financial terms of the proposed Competing Transaction, (y) the proposed timing of the Competing Transaction and (z) the likelihood that such Competing Transaction will be consummated (a “Superior Competing Transaction”) and (2) that taking any or all of the following actions is necessary in order to comply with its fiduciary duties to the holders of Company Common Stock under Law or writapplicable Law, judgment, injunction, consent, order, decree, stipulation, award or executive order of or by any Governmental Authority (each, an “Order”), then the Company may, prior to obtaining the Company Shareholder Approval, in response to such unsolicited proposal or offer and subject to the Company’s providing prompt (but in any event within twenty-four (24) hours) prior written notice to Parent of its decision to take such action and compliance by the Company with this Section 4.3(d)4.2, furnish information with respect to the Company and its Subsidiaries to, and participate in discussions and negotiations directly or through its Representatives representatives with, such Third Party. Notwithstanding the foregoing, subject the Company shall not provide any non-public information to any such Third Party unless the Company provides such non-public information pursuant to a confidentiality nondisclosure agreement not materially less favorable to the Company than at least as restrictive as the Confidentiality Agreement (defined below). Nothing contained in this Agreement shall prevent the Board of Directors from (i) complying with any applicable Law, rule or regulation, including, without limitation, Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act, (ii) making any disclosure to the Company’s shareholders required by applicable Law, rule or regulation, or (iii) otherwise making such disclosure to the Company’s shareholders or otherwise that the Board of Directors (after consultation with its counsel) concludes in good faith is necessary in order to comply with its fiduciary duties to the Company’s shareholders under applicable Law. (c) Subject to subparagraph (d) below, if the Board of Directors determines that it has received a proposal for a Superior Competing Transaction and reasonably determines in good faith (after consultation with the Company’s outside counsel and financial advisors) that taking any or all of the following actions is necessary in order to comply with its fiduciary duties under applicable Law, and provided, that neither the Company nor any representative of the Company is and would not as defined a result be in breach of any of the provisions of this Section 4.2, the Company and the Board of Directors may, prior to obtaining the Company Shareholder Approval, (i) withdraw, modify or change the Board of Director’s approval or recommendation of this Agreement or the Merger, (ii) approve or recommend to the Company’s shareholders such Superior Competing Transaction, (iii) terminate this Agreement in accordance with Section 6.4(ii), and/or (iv) publicly announce the Board of Director’s intention to do any or all of the foregoing; provided, that in any such event the Company shall timely pay any amounts owing to Parent as a result thereof pursuant to Section 6.5. (d) The Company shall not take any of the actions referred to in Section 5.4(b4.2(b) hereofand the Board of Directors shall not take any of the actions referred to in Section 4.2(c) unless (i) the Company Shareholder Approval has not yet been obtained and (ii) the Company shall have delivered to Parent prior written notice advising Parent that it intends to take such action, which written notice shall state the material terms and conditions of the applicable Superior Competing Transaction. The parties hereto agree that, in the event any such written notice is delivered pursuant hereto, before the Company takes any action referred to in Section 4.2(c), Parent shall be provided that all with three business days from the date of delivery of such information not already provided notice to agree to make adjustments to the terms and conditions of this Agreement, and the Company shall negotiate in good faith with respect thereto, to match or improve upon the economic or other terms of the purportedly Superior Competing Transaction. In addition, the Company shall notify Parent is provided as promptly as reasonably practicable, and use its best efforts to provide such notice within one business day, following receipt by the Company (or any of its advisors) of any proposal for a Competing Transaction or any written request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries by any Third Party that indicates it may be considering making, or has made, a proposal for a Competing Transaction (including the material terms and conditions of any such proposal, indication of interest or request relating to a Competing Transaction). The Company shall keep Parent prior reasonably informed, on a current basis, of the status and material details of any such proposal, indication or request (and any modification or amendment thereof), including of any meeting of its Board of Directors (or any committee thereof) at which its Board of Directors (or such committee) is reasonably expected to or as soon as reasonably practicable (but in consider any eventCompeting Transaction.

No Solicitation of Transactions. (a) The Company shallhas ceased and terminated, and shall cause its officershas directed each officer, directorsdirector, auditorsemployee, attorneys investment banker, attorney or other advisor or representative of the Company to cease and financial advisors (eachterminate, a “Representative”) and any other agents toall activities, immediately cease any discussions, solicitations, communications or negotiations or communications with any party or parties that commenced prior to the date of this Agreement Third Party (as defined below) with respect to any Competing ProposalTransaction (as defined below). As used in this AgreementThe Company shall not, a “Competing Proposal” means nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its Subsidiaries to (i) solicit, accept or initiate, encourage, or facilitate, directly or indirectly, any inquiries relating to, or the submission of, any proposal or offer (other than this Agreement and the Merger)offer, whether in writing or otherwise, from any Person other than Parent, Newco or group any Affiliates thereof (any such other Person, a “Third Party”) to acquire beneficial ownership (as defined in Section 13(d)(3under Rule 13(d) of the Exchange Act) other of all or more than Parent, Merger Sub or any Affiliates thereof (a “Third Party”), to acquire (i) assets that constitute or account for twenty fifteen percent (2015%) or more of the consolidated net revenues, consolidated net income or consolidated assets of the CompanyCompany and its Subsidiaries, taken as a whole, or (ii) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of twenty fifteen percent (2015%) or more of any class or series of equity securities of the Company, in each case whether pursuant to a merger, consolidation or other business combinationcombination or other transaction, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions. , which is structured to permit such Third Party to acquire beneficial ownership of more than fifteen percent (b15%) During of the Interim Period, the Company shall not, nor shall it authorize or permit any Representative assets of the Company and its Subsidiaries, taken as a whole, or fifteen percent (15%) or more of any class or series of equity securities of the Company Subsidiary to(any transaction or series of transactions with the foregoing effect, (i) solicit, initiate or encourage, or otherwise facilitate, directly or indirectly, any inquiries relating to, or the submission of, any a “Competing Proposal, Transaction”); (ii) directly participate or indirectly solicit, initiate, encourage or participate engage in or otherwise facilitate any discussions or negotiations with any Third Party regarding any Competing Proposal Transaction, or (iii) furnish to any Third Party any information or data for the purpose of encouraging with respect to or facilitating, or, except as required by applicable Law, provide access to the properties, offices, books, records, officers, directors or employees ofproperties of the Company in connection with a Competing Transaction, or take any other action to knowingly, directly or indirectly, solicit, initiate, intentionally encourage, participate in or otherwise facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Proposal. Without limiting Transaction; (iii) withdraw, modify or amend in any way adverse to Parent or Newco its recommendation to the generality Company’s stockholders that they approve this Agreement and the Merger, except in strict compliance with this Section 6.2, or (iv) enter into any agreement with respect to any Competing Transaction, approve or recommend or resolve to approve or recommend any Competing Transaction, or enter into any agreement requiring it to abandon, terminate or fail to consummate the Merger or the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing sentence or anything to the contrary in this Agreement, if the Company receives (in the absence of the foregoing, it is understood that any violation of any of the restrictions set forth in this Section 4.3 by any Representative 6.2) a bona fide, unsolicited written proposal or offer for a Competing Transaction prior to the receipt of the Company or Shareholder Approval and that has not been withdrawn, which the Company Subsidiary shall be deemed to be a breach by the Company of this Section 4.3. Notwithstanding the foregoingSpecial Committee, if, prior to obtaining the Company Stockholder Approval, (i) the Company has complied with this Section 4.3, acting reasonably and (ii) the Company Board of Directors reasonably determines in good faith that a Competing Proposal constitutes or would reasonably be expected to lead to a Superior Competing Proposal (as such term is defined below), then, to the extent that a majority of the members of the Company Board of Directors determines in good faith, after consultation with the Company’s outside counsellegal counsel and financial advisor), determines by majority vote (excluding any members of the Special Committee that are not independent of the failure Third Parties making such offer for a Competing Transaction) (i) is reasonably likely to do so could reasonably be expected to constitute result in terms which are more favorable from a breach by the Company Board financial point of Directors of its fiduciary duties view to the holders of Company Common Stock under Law or writShares than the Merger, judgment(ii) is reasonably capable of being consummated within a reasonable period of time, injunctionand (iii) for which financing, consentto the extent required, order, decree, stipulation, award or executive order of or by any Governmental Authority is committed (each, an a “OrderSuperior Competing Transaction”), then the Company may, in response to such unsolicited proposal or offer and subject to the Company’s providing prompt (but in any event within twenty-four (24) hours) prior written notice to Parent of its decision to take such action and compliance by the Company with this Section 4.3(d)6.2, furnish information with respect to the Company and its Subsidiaries to, and participate in discussions and negotiations directly or through its Representatives representatives with, such Third Party. Notwithstanding the foregoing, subject the Company shall not provide any non-public information to any such Third Party unless the Company provides such non-public information pursuant to a confidentiality nondisclosure agreement not materially less favorable to the Company than at least as restrictive as the Confidentiality Agreement (defined below) or any such other agreement binding on Parent or Newco. The Company shall be permitted to waive the provisions of any “standstill” agreement between the Company and a Third Party to the extent necessary to permit such Third Party to submit a Competing Transaction that the Special Committee believes, in its good faith judgment (after consultation with its legal counsel and financial advisors), is reasonably likely to result in a Superior Competing Transaction. Nothing contained in this Agreement shall prevent the Special Committee or the Board of Directors from (i) complying with any applicable Law, rule or regulation, including, without limitation, Rule 14d-9 and Rule l4e-2 promulgated under the Exchange Act, (ii) making any disclosure to the Company’s shareholders required by applicable Law, rule or regulation, or (iii) otherwise making such disclosure to the Company’s shareholders or otherwise that the Board of Directors (after consultation with its counsel) concludes in good faith is necessary in order to comply with its fiduciary duties to the Company’s shareholders under applicable Law. (c) Subject to subparagraph (d) below, if the Special Committee determines that it has received a proposal for a Superior Competing Transaction and reasonably determines in good faith (after consultation with the Company’s outside counsel and financial advisors) that taking any or all of the following actions is necessary in order to comply with its fiduciary duties under applicable Law, and provided, that neither the Company nor any representative of the Company is and would not as defined a result be in breach of any of the provisions of this Section 6.2, the Company and the Special Committee may (i) withdraw, modify or change the Special Committee’s approval or recommendation of this Agreement or the Merger, (ii) approve or recommend to the Company’s shareholders such Superior Competing Transaction, (iii) terminate this Agreement in accordance with Section 8.4(ii), and/or (iv) publicly announce the Special Committee’s intention to do any or all of the foregoing; provided, that in any such event the Company shall timely pay any amounts owing to Parent as a result thereof pursuant to Section 8.5. (d) The Company shall not take any of the actions referred to in Section 5.4(b6.2(b) hereofand the Special Committee shall not take any of the actions referred to in Section 6.2(c) unless the Company shall have delivered to Parent prior written notice advising Parent that it intends to take such action, which written notice shall state the material terms and conditions of the applicable Superior Competing Transaction and the identity of the applicable Third Party (including the ultimate beneficial owner thereof if the Third Party is an entity and such information is known to the Company), provided that all and shall be accompanied by any written materials and correspondence (or a summary of any oral communications) from or to such information not already provided Third Party or its advisors with respect to the purportedly Superior Competing Transaction. The parties hereto agree that, in the event any such written notice is delivered pursuant hereto, before the Company takes any action referred to in Section 6.2(b) or the Special Committee takes any action referred to in Section 6.2(c), Parent is shall be provided with three business days from the date of delivery of such notice to agree to make adjustments to the terms and conditions of this Agreement, and the Company shall negotiate in good faith with respect thereto, to match or improve upon the economic or other terms of the purportedly Superior Competing Transaction. In addition, the Company shall notify Parent prior to or as soon promptly as reasonably practicable practicable, and use its reasonable best efforts to provide such notice within one business day, following receipt by the Company (but or any of its advisors) of any proposal for a Competing Transaction or any written request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries by any Third Party that indicates it may be considering making, or has made, a proposal for a Competing Transaction (including the identity of such Third Party and the material terms and conditions of any such proposal, indication of interest or request relating to a Competing Transaction). The Company shall keep Parent reasonably informed, on a current basis, of the status and material details of any such proposal, indication or request (and any modification or amendment thereof), including of any meeting of its Board of Directors (or any committee thereof) at which its Board of Directors (or such committee) is reasonably expected to consider any Competing Transaction. (e) The Company shall not take any action to exempt any Person (other than Parent and Newco) from the restrictions on “business combinations” contained in Section 302A.673 of Minnesota Law (or any eventsimilar provisions) or otherwise cause such restrictions not to apply unless such actions are taken after a termination of this Agreement in accordance with Section 8.3(iii) or (iv) or Section 8.4(ii).

No Solicitation of Transactions. (a) The Each of the Company and Parent shall, and shall cause its officers, directors, auditors, attorneys and financial advisors (each, a “Representative”) and any other agents to, immediately cease any discussions, negotiations or communications with any party or parties that commenced prior to the date of this Agreement with respect to any Competing Proposal. As used in this Agreement, a “Competing Proposal” means means, with respect to the Company or Parent, any proposal or offer (other than this Agreement and the Merger), whether in writing or otherwise, from any Person or group (as defined in Section 13(d)(3) 13d-3 of the Exchange Act) other than than, in the case of the Company, Parent, Merger Sub or any Affiliates thereof, and in the case of Parent, the Company or any Affiliates thereof (a “Third Party”), to acquire (i) assets that constitute or account for twenty five percent (205%) or more of the consolidated net revenues, consolidated net income or consolidated assets of the CompanyCompany or Parent, as the case may be, or (ii) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of twenty five percent (205%), or with respect to any such Person or group that has beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of at least five percent (5%) or more of any class of equity securities of the CompanyCompany or Parent, as the case may be, as of the date hereof, an additional amount which would increase such ownership by one percent (1%) or more, of any class of equity securities of the Company or Parent, as the case may be, in each case pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions. (b) During the Interim Period, each of the Company and Parent shall not, nor shall it either authorize or permit any Representative of the Company its or the Company Subsidiary its Subsidiaries respective Representatives to, (i) solicit, initiate or encourage, or otherwise facilitate, directly or indirectly, any inquiries relating to, or the submission of, any Competing Proposal, (ii) directly or indirectly solicit, initiate, encourage or participate in or otherwise facilitate any discussions or negotiations regarding any Competing Proposal or Proposal, (iii) furnish to any Third Party any information or data for the purpose of encouraging or facilitating, or, except as required by applicable Law, provide access to the properties, offices, books, records, officers, directors or employees of, or take any other action to knowingly, directly or indirectly, solicit, initiate, intentionally encourage, participate in or otherwise facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Proposal, (iv) enter into any agreement with respect to a Competing Proposal, or (v) waive any benefits of, or agree to modify in any respect, or, subject to the terms hereof, fail to enforce, or consent to any matter with respect to which consent is required under, any standstill or similar contract, agreement or arrangement to which the Company or any of its Subsidiaries, or Parent or any of its Subsidiaries, as the case may be, is a party with respect to any class of equity securities. Without limiting the generality of the foregoing, it is understood that any violation of any of the restrictions set forth in this Section 4.3 5.3 by any Representative of the Company or the Company Subsidiary any of its Subsidiaries, or Parent or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.3 by the Company of this Section 4.3. or Parent, respectively. (c) Notwithstanding the foregoing, if, prior to obtaining the Company Stockholder ApprovalRequired Vote, (i) the Company has complied with this Section 4.35.3, and (ii) the Company Board of Directors reasonably determines in good faith that a Competing Proposal that did not result from a breach or deemed breach of this Agreement constitutes or would reasonably be expected to lead to a Superior Competing Proposal (as such term is defined below), then, to the extent that a majority of the members of the Company Board of Directors determines in good faith, after consultation with the Company’s outside counsel, that the failure to do so could reasonably be expected to constitute a breach by the Company Board of Directors of its fiduciary duties to the holders of Company Common Stock under Law or writ, judgment, injunction, consent, order, decree, stipulation, award or executive order of or by any Governmental Authority Entity (each, an “Order”), the Company may, subject to the Company’s providing prompt (but in any event within at least twenty-four (24) hours) prior written notice to Parent of its decision to take such action and compliance by the Company with Section 4.3(d5.3(f), furnish information with respect to the Company to, and participate in discussions and negotiations directly or through its Representatives with, such Third Party, subject to a confidentiality agreement not materially less favorable to the Company than the Confidentiality Agreement (as defined in Section 5.4(b6.4(b) hereof), provided that all such information not already provided to the Parent is provided to the Parent prior to or as soon as reasonably practicable (but in any eventevent within twenty-four (24) hours) after it is provided to such Third Party. (d) Notwithstanding subsections 5.3(a) and (b) above, if (i) Parent has complied with this Section 5.3, and (ii) the Parent Board of Directors reasonably determines in good faith that a Competing Proposal that did not result from a breach or deemed breach of this Agreement constitutes a Superior Competing Proposal (as such term is defined below), then, to the extent that a majority of the members of the Parent Board of Directors determines in good faith, after consultation with Parent’s outside counsel, that the failure to do so could reasonably be expected to constitute a breach by the Parent Board of Directors of its fiduciary duties to the holders of Parent Common Stock under Law or writ, judgment, injunction, consent, order, decree, stipulation, award or executive order of or by any Governmental Entity (each, an “Order”), Parent may, subject to Parent providing prompt (but in any event at least twenty-four (24) hours) prior written notice to Company of its decision to take such action and compliance by Parent with Section 5.3(g), furnish information with respect to Parent, and participate in discussions and negotiations directly or through its Representatives with, such Third Party, subject to a confidentiality agreement not materially less favorable to Parent than the Confidentiality Agreement, provided that all such information not already provided to the Company is provided to Company prior to or as soon as reasonably practicable (but in any event within twenty-four (24) hours) after it is provided to such Third Party. (e) For purposes of this Agreement, “Superior Competing Proposal” shall mean a bona fide, unsolicited written proposal or offer made by a Third Party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, sale of shares of stock, sale of assets, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, more than 50% of the capital stock of the Company or Parent, as the case may be, then outstanding (including the capital stock of the Company or Parent, as the case may be, then owned of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by such Third Party) or more than 50% of the consolidated total assets of the Company and its Subsidiaries, or Parent and its Subsidiaries, as the case may be, (i) on terms the Company’s Board of Directors or Parent’s Board of Directors, as the case may be, determines in good faith (after consulting Parent’s outside legal counsel and financial advisor), taking into account, among other things, all legal, financial, regulatory, timing and other aspects of the offer and the Third Party making the offer, are more favorable from a financial point of view to the holders of Company Common Stock or Parent Common Stock, as the case may be, than the Transactions, (ii) such Competing Proposal is reasonably capable of being consummated, and (iii) the financing for such Competing Proposal, if required, has been committed in writing.

No Solicitation of Transactions. (a) The Company shallagrees that, as of November 21, 2001, it has, and shall cause its officershas caused each officer, directorsdirector or employee of, auditorsor any investment banker, attorneys and financial advisors attorney or other advisor or representative of the Company or any subsidiary (eachthe "COMPANY REPRESENTATIVES"), a “Representative”) and any other agents to, to immediately cease and cause to be terminated any discussionsexisting activities, discussions or negotiations or communications with any party or parties that commenced prior to the date of this Agreement Third Party (as defined below) conducted heretofore with respect to any Competing ProposalTransaction (as defined below). As used in this AgreementThe Company shall not, a “Competing Proposal” means nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any Company Representatives to (i) solicit or initiate, encourage, or facilitate, directly or indirectly, any inquiries relating to, or the submission of, any proposal or offer (other than this Agreement and the Merger)offer, whether in writing or otherwise, from any Person person other than Parent, Newco or group any affiliates thereof (a "THIRD PARTY") to acquire beneficial ownership (as defined in Section 13(d)(3under Rule 13(d) of the Exchange Act) other than Parent, Merger Sub or any Affiliates thereof (a “Third Party”), to acquire (i) assets that constitute or account for twenty percent (20%) of all or more than 5% of the consolidated net revenues, consolidated net income or consolidated assets of the CompanyCompany and its subsidiaries, taken as a whole, or (ii) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of twenty percent (20%) 5% or more of any class of equity securities of the Company, in each case Company pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions. (b) During , which is structured to permit such Third Party to acquire beneficial ownership of more than 5% of the Interim Period, the Company shall not, nor shall it authorize or permit any Representative assets of the Company and its Subsidiaries, taken as a whole, or 5% or more of any class of equity securities of the Company Subsidiary to, (i) solicit, initiate or encourage, or otherwise facilitate, directly or indirectly, any inquiries relating to, or the submission of, any Competing Proposal, a "COMPETING TRANSACTION"); (ii) directly or indirectly solicit, initiate, encourage or participate in or otherwise facilitate any discussions or negotiations regarding any Competing Proposal regarding, or (iii) furnish to any Third Party person any information or data for the purpose of encouraging with respect to or facilitating, or, except as required by applicable Law, provide access to the properties, offices, books, records, officers, directors or employees properties of, or take any other action to knowingly, directly or indirectly, solicit, initiate, intentionally encourage, participate in or otherwise knowingly facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Proposal. Without limiting Transaction; or waive the generality of the foregoing, it is understood that any violation provisions of any "standstill" or similar agreement; or (iii) enter into any agreement with respect to any Competing Transaction, approve or recommend or resolve to approve or recommend any Competing Transaction or enter into any agreement requiring it to abandon, terminate or fail to consummate the Merger and the other transactions contemplated by this Agreement. 41 (A) will result in terms which are more favorable from a financial point of the restrictions set forth in this Section 4.3 by any Representative of the Company or the Company Subsidiary shall be deemed to be a breach by the Company of this Section 4.3. Notwithstanding the foregoing, if, prior to obtaining the Company Stockholder Approval, (i) the Company has complied with this Section 4.3, and (ii) the Company Board of Directors reasonably determines in good faith that a Competing Proposal constitutes or would reasonably be expected to lead to a Superior Competing Proposal (as such term is defined below), then, to the extent that a majority of the members of the Company Board of Directors determines in good faith, after consultation with the Company’s outside counsel, that the failure to do so could reasonably be expected to constitute a breach by the Company Board of Directors of its fiduciary duties view to the holders of Company Common Stock Shares than the Merger and the other transactions contemplated by this Agreement and, after consultation with counsel, determines that failure to take such action may result in a breach of its fiduciary duties under Law applicable laws; and (B) is reasonably capable of being consummated (provided that the Company, including the Board of Directors, and any of its advisors shall be permitted to contact such Third Party and its advisors solely for the purpose of clarifying the proposal and any material contingencies and the capability of consummation) and (C) is subject to a confidentiality agreement with such Third Party on terms no less favorable to the Company, in all material respects, than the confidentiality agreement with Parent (each if amended or writ, judgment, injunction, consent, order, decree, stipulation, award or executive order of or by any Governmental Authority (each, an “Order”restated a "SUPERIOR COMPETING TRANSACTION"), then the Company may, in response to an unsolicited request therefor and subject to the Company’s providing prompt (but in any event within twenty-four (24) hours) prior written notice to Parent of its decision to take such action and compliance by the Company with Section 4.3(d6.2(b), furnish information with respect to the Company to, and its subsidiaries to and participate in discussions and negotiations directly or through its Representatives representatives with, such Third Party, subject provided that the Company shall have delivered to Parent prior written notice that it intends to take such action. The Board of Directors of the Company shall be permitted to withhold, withdraw or modify in a confidentiality agreement not materially less favorable manner adverse to Parent, its recommendation to the holders of the Company than Shares, but only if (i) such Third Party submits an unsolicited Competing Transaction that the Confidentiality Agreement Board of Directors believes, in its good faith judgment, is reasonably likely to result in a Superior Competing Transaction and after consultation with counsel, determines that failure to take such action may result in a breach of fiduciary duties under applicable law and (as defined in Section 5.4(bii) hereof)the Company shall have delivered to Parent prior written notice that it intends to take such action, provided that including therein the identity of such Third Party and the terms and conditions of such Superior Competing Transaction. The Company, its officers, directors, advisors, and representatives shall immediately cease all such information not already provided activities, discussions and negotiations, if any, with any person conducted prior to the date hereof. Nothing contained in this Agreement shall prevent the Board of Directors from complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act. (b) The Company shall promptly advise Parent is provided orally and in writing of (i) any Competing Transaction or any inquiry with respect to or which could reasonably be expected to lead to any Competing Transaction received by any officer or director of the Company or, to the knowledge of the Company, any financial advisor, attorney or other advisor or representative of the Company; (ii) the identity of the Third Party submitting such Competing Transactions or making such inquiry; and (iii) the material terms and conditions of such Competing Transaction. The Company will keep Parent prior to reasonably informed on a current basis of the status and details of any such Competing Transaction (including amendments and proposed amendments) proposal or as soon as reasonably practicable (but inquiry in any eventa timely manner.

No Solicitation of Transactions. (a) The Company shallhas ceased and terminated, and shall cause its officershas directed each officer, directorsdirector, auditorsemployee, attorneys investment banker, attorney or other advisor or representative of the Company to cease and financial advisors (eachterminate, a “Representative”) and any other agents toall activities, immediately cease any discussions, solicitations, communications or negotiations or communications with any party or parties that commenced prior to the date of this Agreement Third Party with respect to any Competing ProposalTransaction. As used in this AgreementThe Company shall not, a “Competing Proposal” means nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its Subsidiaries to (i) solicit, accept or initiate, encourage, or facilitate, directly or indirectly, any inquiries relating to, or the submission of, any proposal or offer (other than this Agreement and the Merger)offer, whether in writing or otherwise, from any Person other than Eastern, Newco or group any Affiliates thereof (any such other Person, a “Third Party”) to acquire beneficial ownership (as defined in Section 13(d)(3under Rule 13(d) of the Exchange Act) other of all or more than Parent, Merger Sub or any Affiliates thereof (a “Third Party”), to acquire (i) assets that constitute or account for twenty fifteen percent (2015%) or more of the consolidated net revenues, consolidated net income or consolidated assets of the CompanyCompany and its Subsidiaries, taken as a whole, or (ii) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of twenty fifteen percent (2015%) or more of any class or series of equity securities of the Company, in each case whether pursuant to a merger, consolidation or other business combinationcombination or other transaction, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions. , which is structured to permit such Third Party to acquire beneficial ownership of more than fifteen percent (b15%) During of the Interim Period, the Company shall not, nor shall it authorize or permit any Representative assets of the Company and its Subsidiaries, taken as a whole, or fifteen percent (15%) or more of any class or series of equity securities of the Company Subsidiary to(any transaction or series of transactions with the foregoing effect, (i) solicit, initiate or encourage, or otherwise facilitate, directly or indirectly, any inquiries relating to, or the submission of, any a “Competing Proposal, Transaction”); (ii) directly participate or indirectly solicit, initiate, encourage or participate engage in or otherwise facilitate any discussions or negotiations with any Third Party regarding any Competing Proposal Transaction, or (iii) furnish to any Third Party any information or data for the purpose of encouraging with respect to or facilitating, or, except as required by applicable Law, provide access to the properties, offices, books, records, officers, directors or employees ofproperties of the Company in connection with a Competing Transaction, or take any other action to knowingly, directly or indirectly, solicit, initiate, intentionally encourage, participate in or otherwise facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Proposal. Without limiting Transaction; (iii) withdraw, modify or amend in any way adverse to Eastern or Newco its recommendation to the generality Company’s stockholders that they approve this Agreement and the Merger, except in strict compliance with this Section 4.2, or (iv) enter into any agreement with respect to any Competing Transaction, approve or recommend or resolve to approve or recommend any Competing Transaction, or enter into any agreement requiring it to abandon, terminate or fail to consummate the Merger or the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing sentence or anything to the contrary in this Agreement, if the Company receives (in the absence of the foregoing, it is understood that any violation of any of the restrictions set forth in this Section 4.3 by any Representative 4.2) a bonafide, unsolicited written proposal or offer for a Competing Transaction prior to the receipt of the Company or Shareholder Approval and that has not been withdrawn, which the Company Subsidiary shall be deemed to be a breach by the Company of this Section 4.3. Notwithstanding the foregoing, if, prior to obtaining the Company Stockholder Approval, (i) the Company has complied with this Section 4.3, and (ii) the Company Board of Directors Directors, acting reasonably determines and in good faith that a Competing Proposal constitutes or would reasonably be expected to lead to a Superior Competing Proposal (as such term is defined below), then, to the extent that a majority of the members of the Company Board of Directors determines in good faith, after consultation with the Company’s outside counsellegal counsel and financial advisor), that determines by majority vote (excluding any members of the failure to do so could reasonably be expected to constitute a breach by the Company Board of Directors that are not independent of its fiduciary duties the Third Parties making such offer for a Competing Transaction) is superior to the holders terms of Company Common Stock under Law this Agreement based upon the financial terms of the proposed Competing Transaction, the proposed timing of the Competing Transaction or writ, judgment, injunction, consent, order, decree, stipulation, award or executive order of or by any Governmental Authority the likelihood that such Competing Transaction will be consummated (each, an a “OrderSuperior Competing Transaction”), then the Company may, in response to such unsolicited proposal or offer and subject to the Company’s providing prompt (but in any event within twenty-four (24) hours) prior written notice to Parent of its decision to take such action and compliance by the Company with this Section 4.3(d)4.2, furnish information with respect to the Company and its Subsidiaries to, and participate in discussions and negotiations directly or through its Representatives representatives with, such Third Party. Notwithstanding the foregoing, subject the Company shall not provide any non-public information to any such Third Party unless the Company provides such non-public information pursuant to a confidentiality nondisclosure agreement not materially less favorable to the Company than at least as restrictive as the Confidentiality Agreement (defined below). Nothing contained in this Agreement shall prevent the Board of Directors from (i) complying with any applicable Law, rule or regulation, including, without limitation, Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act, (ii) making any disclosure to the Company’s shareholders required by applicable Law, rule or regulation, or (iii) otherwise making such disclosure to the Company’s shareholders or otherwise that the Board of Directors (after consultation with its counsel) concludes in good faith is necessary in order to comply with its fiduciary duties to the Company’s shareholders under applicable Law. (c) Subject to subparagraph (d) below, if the Board of Directors determines that it has received a proposal for a Superior Competing Transaction and reasonably determines in good faith (after consultation with the Company’s outside counsel and financial advisors) that taking any or all of the following actions is necessary in order to comply with its fiduciary duties under applicable Law, and provided, that neither the Company nor any representative of the Company is and would not as defined a result be in breach of any of the provisions of this Section 4.2, the Company and the Board of Directors may (i) withdraw, modify or change the Board of Director’s approval or recommendation of this Agreement or the Merger, (ii) approve or recommend to the Company’s shareholders such Superior Competing Transaction, (iii) terminate this Agreement in accordance with Section 6.4(ii), and/or (iv) publicly announce the Board of Director’s intention to do any or all of the foregoing; provided, that in any such event the Company shall timely pay any amounts owing to Eastern as a result thereof pursuant to Section 6.5. (d) The Company shall not take any of the actions referred to in Section 5.4(b4.2(b) hereofand the Board of Directors shall not take any of the actions referred to in Section 4.2(c) unless the Company shall have delivered to Eastern prior written notice advising Eastern that it intends to take such action, which written notice shall state the material terms and conditions of the applicable Superior Competing Transaction. The parties hereto agree that, in the event any such written notice is delivered pursuant hereto, before the Company takes any action referred to in Section 4.2(c), Eastern shall be provided that all with three business days from the date of delivery of such information not already provided notice to agree to make adjustments to the Parent is provided terms and conditions of this Agreement, and the Company shall negotiate in good faith with respect thereto, to match or improve upon the economic or other terms of the purportedly Superior Competing Transaction. In addition, the Company shall notify Eastern as promptly as reasonably practicable, and use its best efforts to provide such notice within one business day, following receipt by the Company (or any of its advisors) of any proposal for a Competing Transaction or any written request for nonpublic information relating to the Parent prior Company or any of its Subsidiaries or for access to the business, properties, assets, personnel, books or as soon as records of the Company or any of its Subsidiaries by any Third Party that indicates it may be considering making, or has made, a proposal for a Competing Transaction (including the material terms and conditions of any such proposal, indication of interest or request relating to a Competing Transaction). The Company shall keep Eastern reasonably practicable informed, on a current basis, of the status and material details of any such proposal, indication or request (but in and any eventmodification or amendment thereof), including of any meeting of its Board of Directors (or any committee thereof) at which its Board of Directors (or such committee) is reasonably expected to consider any Competing Transaction.

No Solicitation of Transactions. (a) The Company shallagrees that, and shall cause its officers, directors, auditors, attorneys and financial advisors (each, a “Representative”) and any other agents to, immediately cease any discussions, negotiations or communications with any party or parties that commenced prior to as of the date of this Agreement Agreement, it has, and has caused each officer, director or employee of, or any investment banker, attorney or other advisor or representative of the Company or any subsidiary (the "COMPANY REPRESENTATIVES"), to immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party (as defined below) conducted heretofore with respect to any Competing ProposalTransaction (as defined below). As used in this AgreementThe Company shall not, a “Competing Proposal” means nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any Company Representatives to (i) solicit or initiate, encourage, or facilitate, directly or indirectly, any inquiries relating to, or the submission of, any proposal or offer (other than this Agreement and the Merger)offer, whether in writing or otherwise, from any Person person other than Parent, Newco or group any affiliates thereof (a "THIRD PARTY") to acquire beneficial ownership (as defined in Section 13(d)(3under Rule 13(d) of the Exchange Act) other than Parent, Merger Sub or any Affiliates thereof (a “Third Party”), to acquire (i) assets that constitute or account for twenty percent (20%) of all or more than 5% of the consolidated net revenues, consolidated net income or consolidated assets of the CompanyCompany and its subsidiaries, taken as a whole, or (ii) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of twenty percent (20%) 5% or more of any class of equity securities of the Company, in each case Company pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions. (b) During , which is structured to permit such Third Party to acquire beneficial ownership of more than 5% of the Interim Period, the Company shall not, nor shall it authorize or permit any Representative assets of the Company and its Subsidiaries, taken as a whole, or 5% or more of any class of equity securities of the Company Subsidiary to, (i) solicit, initiate or encourage, or otherwise facilitate, directly or indirectly, any inquiries relating to, or the submission of, any Competing Proposal, a "COMPETING TRANSACTION"); (ii) directly or indirectly solicit, initiate, encourage or participate in or otherwise facilitate any discussions or negotiations regarding any Competing Proposal regarding, or (iii) furnish to any Third Party person any information or data for the purpose of encouraging with respect to or facilitating, or, except as required by applicable Law, provide access to the properties, offices, books, records, officers, directors or employees properties of, or take any other action to knowingly, directly or indirectly, solicit, initiate, intentionally encourage, participate in or otherwise knowingly facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Proposal. Without limiting Transaction; or waive the generality of the foregoing, it is understood that any violation provisions of any "standstill" or similar agreement or (iii) enter into any agreement with respect to any Competing Transaction, approve or recommend or resolve to approve or recommend any Competing Transaction or enter into any agreement requiring it to abandon, terminate or fail to consummate the Merger and the other transactions contemplated by this Agreement. (A) will result in terms which are more favorable from a financial point of the restrictions set forth in this Section 4.3 by any Representative of the Company or the Company Subsidiary shall be deemed to be a breach by the Company of this Section 4.3. Notwithstanding the foregoing, if, prior to obtaining the Company Stockholder Approval, (i) the Company has complied with this Section 4.3, and (ii) the Company Board of Directors reasonably determines in good faith that a Competing Proposal constitutes or would reasonably be expected to lead to a Superior Competing Proposal (as such term is defined below), then, to the extent that a majority of the members of the Company Board of Directors determines in good faith, after consultation with the Company’s outside counsel, that the failure to do so could reasonably be expected to constitute a breach by the Company Board of Directors of its fiduciary duties view to the holders of Company Common Stock Shares than the Merger and the other transactions contemplated by this Agreement and, after consultation with counsel, determines that failure to take such action may result in a breach of its fiduciary duties under Law applicable laws; and (B) is reasonably capable of being consummated (provided that the Company, including the Board of Directors, and any of its advisors shall be permitted to contact such Third Party and its advisors solely for the purpose of clarifying the proposal and any material contingencies and the capability of consummation) and (C) is subject to a confidentiality agreement with such Third Party on terms no less favorable to the Company, in all material respects, than the confidentiality agreement with Parent (each if amended or writ, judgment, injunction, consent, order, decree, stipulation, award or executive order of or by any Governmental Authority (each, an “Order”restated a "SUPERIOR COMPETING TRANSACTION"), then the Company may, in response to an unsolicited request therefor and subject to the Company’s providing prompt (but in any event within twenty-four (24) hours) prior written notice to Parent of its decision to take such action and compliance by the Company with Section 4.3(d6.2(b), furnish information with respect to the Company to, and its subsidiaries to and participate in discussions and negotiations directly or through its Representatives representatives with, such Third Party, subject provided that the Company shall have delivered to Parent prior written notice that it intends to take such action. The Board of Directors of the Company shall be permitted to withhold, withdraw or modify in a confidentiality agreement not materially less favorable manner adverse to Parent, its recommendation to the holders of the Company than Shares, but only if (i) such Third Party submits an unsolicited Competing Transaction that the Confidentiality Agreement Board of Directors believes, in its good faith judgment, is reasonably likely to result in a Superior Competing Transaction and after consultation with counsel, determines that failure to take such action may result in a breach of fiduciary duties under applicable law and (as defined in Section 5.4(bii) hereof)the Company shall have delivered to Parent prior written notice that it intends to take such action, provided that including therein the identity of such Third Party and the terms and conditions of such Superior Competing Transaction. The Company, its officers, directors, advisors, and representatives shall immediately cease all such information not already provided activities, discussions and negotiations, if any, with any person conducted prior to the date hereof. Nothing contained in this Agreement shall prevent the Board of Directors from complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act. (b) The Company shall promptly advise Parent is provided orally and in writing of (i) any Competing Transaction or any inquiry with respect to or which could reasonably be expected to lead to any Competing Transaction received by any officer or director of the Company or, to the knowledge of the Company, any financial advisor, attorney or other advisor or representative of the Company; (ii) the identity of the Third Party submitting such Competing Transactions or making such inquiry, and (iii) the material terms and conditions of such Competing Transaction. The Company will keep Parent prior to reasonably informed on a current basis of the status and details of any such Competing Transaction (including amendments and proposed amendments) proposal or as soon as reasonably practicable (but inquiry in any eventa timely manner.

No Solicitation of Transactions. (a) The Company shallagrees that, as of the date of this Agreement, it has, and shall cause its officershas caused each officer, directorsdirector or employee of, auditorsor any investment banker, attorneys and financial advisors (eachattorney or other advisor or representative of the Company, a “Representative”) and any other agents to, to immediately cease and cause to be terminated any discussionsexisting activities, discussions or negotiations or communications with any party or parties that commenced Third Party (as defined below) conducted prior to the date of this Agreement hereof with respect to any Competing ProposalTransaction (as defined below). As used in this AgreementThe Company shall not, a “Competing Proposal” means nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its Subsidiaries to, (i) solicit or initiate, encourage, or facilitate or induce, directly or indirectly, any inquiries relating to, or the submission of, any proposal or offer (other than this Agreement and the Merger)offer, whether in writing or otherwise, from any Person or group (as defined in Section 13(d)(3) of the Exchange Act) other than Parent, Merger Sub or any Affiliates thereof (a “Third Party”), ) to acquire (i) assets that constitute or account for twenty percent (20%) or more of the consolidated net revenues, consolidated net income or consolidated assets of the Company, or (ii) beneficial ownership (as defined in determined under Rule 13d-3 under of the Exchange Act) of twenty all or more than fifteen percent (2015%) of the assets of the Company and its Subsidiaries, taken as a whole, or fifteen percent (15%) or more of any class of equity securities of the Company, in each case Company or any of its Subsidiaries pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions. , which is structured to permit such Third Party to acquire beneficial ownership of more than fifteen percent (b15%) During of the Interim Period, assets of the Company shall notand its Subsidiaries, nor shall it authorize taken as a whole, or permit fifteen percent (15%) or more of any Representative class of equity securities of the Company or the Company Subsidiary to, any of its Subsidiaries (i) solicit, initiate or encourage, or otherwise facilitate, directly or indirectly, any inquiries relating to, or the submission of, any a “Competing Proposal, Transaction”); (ii) directly or indirectly solicit, initiate, encourage or participate in or otherwise facilitate any discussions or negotiations regarding any Competing Proposal Transaction, or (iii) furnish to any Third Party Person any information or data for the purpose of encouraging with respect to or facilitating, or, except as required by applicable Law, provide access to the properties, offices, books, records, officers, directors properties of the Company or employees ofany of its Subsidiaries in connection with a Competing Transaction, or take any other action to knowingly, directly or indirectly, solicit, initiate, intentionally encourage, participate in or otherwise knowingly facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing ProposalTransaction; or (iii) enter into any agreement, arrangement or understanding with respect to any Competing Transaction, approve, endorse or recommend or resolve to approve or recommend any Competing Transaction, or enter into any agreement requiring it to abandon, terminate or fail to consummate the Merger and the other transactions contemplated by this Agreement. Without limiting Notwithstanding the generality foregoing sentence, if, prior to the receipt of the foregoingshareholder approval of this Agreement, it is understood that any violation of any of the restrictions set forth in this Section 4.3 by any Representative of the Company receives a bona fide, written proposal or offer for a Competing Transaction (for purposes of this sentence the Company Subsidiary references to “15%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”) by a breach by the Company of this Section 4.3. Notwithstanding the foregoingThird Party, if, prior to obtaining the Company Stockholder Approval, (i) the Company has complied with this Section 4.3, and (ii) which the Company Board of Directors reasonably determines in good faith that a Competing Proposal constitutes or would reasonably be expected to lead to a Superior Competing Proposal (as such term is defined below), then, to the extent that a majority of the members of after consulting the Company Board Board’s independent financial advisor and outside legal counsel) (A) is reasonably likely to result in terms that are more favorable from a financial point of Directors determines in good faith, after consultation with the Company’s outside counsel, that the failure to do so could reasonably be expected to constitute a breach by the Company Board of Directors of its fiduciary duties view to the holders of shares of Company Common Capital Stock under Law or writthan the Merger and the other transactions contemplated by this Agreement, judgmentand (B) is reasonably capable of being consummated (provided, injunctionthat the Company, consentincluding the Company Board, orderand any of its advisors, decree, stipulation, award or executive order shall be permitted to contact such Third Party and its advisors solely for the purpose of or by clarifying the proposal and any Governmental Authority material contingencies and the capability of consummation) (each, an a “OrderSuperior Competing Transaction”), then the Company may, in response to an unsolicited request therefor and subject to the Company’s providing prompt (but in any event within twenty-four (24) hours) prior written notice to Parent of its decision to take such action and compliance by the Company with Section 4.3(d6.2(b), furnish information with respect to the Company and its Subsidiaries to, and participate in discussions and negotiations directly or through its Representatives representatives with, such Third Party. Notwithstanding the foregoing, subject the Company shall not provide any non-public information to any such Third Party unless the Company provides such non-public information pursuant to a confidentiality nondisclosure agreement not materially less and unless any such non-public information is first provided to Parent. With respect to any such nondisclosure agreement entered into after the date hereof, the terms shall be no more favorable to the Company Third Party than the Confidentiality Agreement is to Parent. The Company shall be permitted to waive the provisions of any “standstill” agreement between the Company and a Third Party to the extent necessary to permit such Third Party to submit a Competing Transaction that the Company Board believes, in its good faith judgment, is reasonably likely to result in a Superior Competing Transaction. Nothing contained in this Agreement shall prevent the Company Board from (as defined i) complying with any applicable Law, rule or regulation, including, without limitation, Rule 14d-9 and Rule l4e-2 promulgated under the Exchange Act, (ii) making any disclosure to its shareholders required by applicable Law, rule or regulation or by the rules and regulations of the NYSE, or (iii) otherwise making such disclosure to the Company’s shareholders or otherwise that the Company Board (after consultation with counsel) concludes in Section 5.4(bgood faith is necessary in order to comply with its fiduciary duties to the Company’s shareholders under applicable Law. (b) hereofThe Company shall advise Parent orally and in writing, promptly after receipt thereof, of (i) any proposal for a Competing Transaction received by any officer or director of the Company or, to the Knowledge of the Company, any financial advisor, attorney or other advisor, representative or employee of the Company, and (ii) the material terms of such Competing Transaction (including the identity of the entity proposing the Competing Transaction), provided and provide a copy of such proposal for a Competing Transaction to Parent if such proposal is in writing. The Company shall keep Parent reasonably informed of the status of, and any material changes to, the terms of any such Competing Transaction proposal and all discussions and negotiations with respect thereto in a timely manner. (c) In the event that prior to receipt of shareholder approval of this Agreement, the Company Board determines that it has received a proposal for a Superior Competing Transaction and determines in good faith (after consultation with its outside legal advisor) that taking any or all of the following actions is necessary in order to comply with its fiduciary duties under applicable Law, and provided, that neither the Company nor any representative of the Company has breached any of the provisions of this Section 6.2, the Company and the Company Board may withdraw, modify or change the Company Board’s approval or recommendation of this Agreement or the Merger, provided, that, prior to doing so, (A) the Company shall deliver written notice to Parent (a “Competing Transaction Notice”) advising Parent that the Company and the Company Board intend to take such information not already provided action(s) and specifying the reasons therefor, including the material terms and conditions of any Superior Competing Transaction that is the basis of the proposed action by the Company and the Company Board, (B) during the 72 hour period following delivery of the Competing Transaction Notice to Parent (the “Notice Period”), the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent in good faith (to the extent Parent is provided desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Competing Transaction ceases to constitute (in the judgment of the Company Board, after consultation with its financial advisors and outside legal advisors), a Superior Competing Transaction, and (C) the Company Board shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent, if any, that such Competing Transaction continues to constitute a Superior Competing Transaction; provided, further, that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Competing Transaction and the Company Board in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Competing Transaction shall be deemed a material revision), the Company shall deliver a new written notice to Parent prior and shall comply with the requirements of this Section 6.2(c) with respect to such new written notice and (2) in the event the Company Board does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make change its recommendation pursuant to this Section 6.2(c), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or as soon as reasonably practicable change (but in d) Notwithstanding any eventchange by the Company Board of its recommendation, the Company shall cause the approval and adoption of this Agreement to be submitted to a vote of the Company’s shareholders at the Shareholders Meeting.

No Solicitation of Transactions. (a) The Company shallagrees that, as of November 21, 2001, it has, and shall cause its officershas caused each officer, directorsdirector or employee of, auditorsor any investment banker, attorneys and financial advisors attorney or other advisor or representative of the Company or any subsidiary (eachthe "Company Representatives"), a “Representative”) and any other agents to, to immediately cease and cause to be terminated any discussionsexisting activities, discussions or negotiations or communications with any party or parties that commenced prior to the date of this Agreement Third Party (as defined below) conducted heretofore with respect to any Competing ProposalTransaction (as defined below). As used in this AgreementThe Company shall not, a “Competing Proposal” means nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any Company Representatives to (i) solicit or initiate, encourage, or facilitate, directly or indirectly, any inquiries relating to, or the submission of, any proposal or offer (other than this Agreement and the Merger)offer, whether in writing or otherwise, from any Person person other than Parent, Newco or group any affiliates thereof (a "Third Party") to acquire beneficial ownership (as defined in Section 13(d)(3under Rule 13(d) of the Exchange Act) other than Parent, Merger Sub or any Affiliates thereof (a “Third Party”), to acquire (i) assets that constitute or account for twenty percent (20%) of all or more than 5% of the consolidated net revenues, consolidated net income or consolidated assets of the CompanyCompany and its subsidiaries, taken as a whole, or (ii) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of twenty percent (20%) 5% or more of any class of equity securities of the Company, in each case Company pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions. (b) During , which is structured to permit such Third Party to acquire beneficial ownership of more than 5% of the Interim Period, the Company shall not, nor shall it authorize or permit any Representative assets of the Company and its Subsidiaries, taken as a whole, or 5% or more of any class of equity securities of the Company Subsidiary to, (i) solicit, initiate or encourage, or otherwise facilitate, directly or indirectly, any inquiries relating to, or the submission of, any a "Competing Proposal, Transaction"); (ii) directly or indirectly solicit, initiate, encourage or participate in or otherwise facilitate any discussions or negotiations regarding any Competing Proposal regarding, or (iii) furnish to any Third Party person any information or data for the purpose of encouraging with respect to or facilitating, or, except as required by applicable Law, provide access to the properties, offices, books, records, officers, directors or employees properties of, or take any other action to knowingly, directly or indirectly, solicit, initiate, intentionally encourage, participate in or otherwise knowingly facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Proposal. Without limiting Transaction; or waive the generality of the foregoing, it is understood that any violation provisions of any "standstill" or similar agreement; or (iii) enter into any agreement with respect to any Competing Transaction, approve or recommend or resolve to approve or recommend any Competing Transaction or enter into any agreement requiring it to abandon, terminate or fail to consummate the Merger and the other transactions contemplated by this Agreement. 41 (A) will result in terms which are more favorable from a financial point of the restrictions set forth in this Section 4.3 by any Representative of the Company or the Company Subsidiary shall be deemed to be a breach by the Company of this Section 4.3. Notwithstanding the foregoing, if, prior to obtaining the Company Stockholder Approval, (i) the Company has complied with this Section 4.3, and (ii) the Company Board of Directors reasonably determines in good faith that a Competing Proposal constitutes or would reasonably be expected to lead to a Superior Competing Proposal (as such term is defined below), then, to the extent that a majority of the members of the Company Board of Directors determines in good faith, after consultation with the Company’s outside counsel, that the failure to do so could reasonably be expected to constitute a breach by the Company Board of Directors of its fiduciary duties view to the holders of Company Common Stock Shares than the Merger and the other transactions contemplated by this Agreement and, after consultation with counsel, determines that failure to take such action may result in a breach of its fiduciary duties under Law applicable laws; and (B) is reasonably capable of being consummated (provided that the Company, including the Board of Directors, and any of its advisors shall be permitted to contact such Third Party and its advisors solely for the purpose of clarifying the proposal and any material contingencies and the capability of consummation) and (C) is subject to a confidentiality agreement with such Third Party on terms no less favorable to the Company, in all material respects, than the confidentiality agreement with Parent (each if amended or writ, judgment, injunction, consent, order, decree, stipulation, award or executive order of or by any Governmental Authority (each, an “Order”restated a "Superior Competing Transaction"), then the Company may, in response to an unsolicited request therefor and subject to the Company’s providing prompt (but in any event within twenty-four (24) hours) prior written notice to Parent of its decision to take such action and compliance by the Company with Section 4.3(d6.2(b), furnish information with respect to the Company to, and its subsidiaries to and participate in discussions and negotiations directly or through its Representatives representatives with, such Third Party, subject provided that the Company shall have delivered to Parent prior written notice that it intends to take such action. The Board of Directors of the Company shall be permitted to withhold, withdraw or modify in a confidentiality agreement not materially less favorable manner adverse to Parent, its recommendation to the holders of the Company than Shares, but only if (i) such Third Party submits an unsolicited Competing Transaction that the Confidentiality Agreement Board of Directors believes, in its good faith judgment, is reasonably likely to result in a Superior Competing Transaction and after consultation with counsel, determines that failure to take such action may result in a breach of fiduciary duties under applicable law and (as defined in Section 5.4(bii) hereof)the Company shall have delivered to Parent prior written notice that it intends to take such action, provided that including therein the identity of such Third Party and the terms and conditions of such Superior Competing Transaction. The Company, its officers, directors, advisors, and representatives shall immediately cease all such information not already provided activities, discussions and negotiations, if any, with any person conducted prior to the date hereof. Nothing contained in this Agreement shall prevent the Board of Directors from complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act. (b) The Company shall promptly advise Parent is provided orally and in writing of (i) any Competing Transaction or any inquiry with respect to or which could reasonably be expected to lead to any Competing Transaction received by any officer or director of the Company or, to the knowledge of the Company, any financial advisor, attorney or other advisor or representative of the Company; (ii) the identity of the Third Party submitting such Competing Transactions or making such inquiry; and (iii) the material terms and conditions of such Competing Transaction. The Company will keep Parent prior to reasonably informed on a current basis of the status and details of any such Competing Transaction (including amendments and proposed amendments) proposal or as soon as reasonably practicable (but inquiry in any eventa timely manner.

No Solicitation of Transactions. (a) The Company shallhas, and shall cause its officershas caused each officer, directorsdirector or employee of, auditorsor any investment banker, attorneys and financial advisors (eachattorney or other advisor or representative of the Company, a “Representative”) and any other agents to, to immediately cease any and cause to be terminated all existing activities, discussions, solicitations, communications or negotiations or communications with any party or parties that commenced Third Party (as defined below) conducted prior to the date of this Agreement hereof with respect to any Competing ProposalTransaction (as defined below). As used in this AgreementThe Company shall not, a “Competing Proposal” means nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Company or any of its Subsidiaries to, (i) solicit or initiate, encourage, or facilitate, directly or indirectly, any inquiries relating to, or the submission of, any proposal or offer (other than this Agreement and the Merger)offer, whether in writing or otherwise, from any Person or group (as defined in Section 13(d)(3) of the Exchange Act) other than Parent, Merger Sub Newco or any Affiliates thereof (a “Third Party”), ) to acquire (i) assets that constitute or account for twenty percent (20%) or more of the consolidated net revenues, consolidated net income or consolidated assets of the Company, or (ii) beneficial ownership (as defined in under Rule 13d-3 under 13(d) of the Exchange Act) of twenty all or more than fifteen percent (2015%) of the assets of the Company and its Subsidiaries, taken as a whole, or fifteen percent (15%) or more of any class of equity securities of the Company, in each case Company pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions. , which is structured to permit such Third Party to acquire beneficial ownership of more than fifteen percent (b15%) During of the Interim Period, the Company shall not, nor shall it authorize or permit any Representative assets of the Company and its Subsidiaries, taken as a whole, or fifteen percent (15%) or more of any class of equity securities of the Company Subsidiary to, (i) solicit, initiate or encourage, or otherwise facilitate, directly or indirectly, any inquiries relating to, or the submission of, any a “Competing Proposal, Transaction”); (ii) directly participate or indirectly solicit, initiate, encourage or participate engage in or otherwise facilitate any discussions or negotiations with any Third Party regarding any Competing Proposal Transaction, or (iii) furnish to any Third Party any information or data for the purpose of encouraging with respect to or facilitating, or, except as required by applicable Law, provide access to the properties, offices, books, records, officers, directors or employees ofproperties of the Company in connection with a Competing Transaction, or take any other action to knowingly, directly or indirectly, solicit, initiate, intentionally encourage, participate in or otherwise facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing ProposalTransaction; or (iii) enter into any agreement with respect to any Competing Transaction, approve or recommend or resolve to approve or recommend any Competing Transaction, or enter into any agreement requiring it to abandon, terminate or fail to consummate the Merger and the other transactions contemplated by this Agreement. Without limiting Notwithstanding the generality foregoing sentence or anything to the contrary in this Agreement, if the Company receives (in the absence of the foregoing, it is understood that any violation of any of the restrictions set forth in this Section 4.3 6.2) a bona fide, written proposal or offer for a Competing Transaction by any Representative a Third Party prior to the receipt of the Company or the Company Subsidiary shall be deemed to be a breach by the Company of this Section 4.3. Notwithstanding the foregoing, if, prior to obtaining the Company Stockholder Shareholder Approval, (i) which the Company has complied with this Section 4.3, and (ii) the Company Board of Directors reasonably Special Committee determines in good faith that (after consulting the Special Committee’s independent financial advisor) (A) is reasonably likely to result in terms which are more favorable from a Competing Proposal constitutes or would reasonably be expected to lead to a Superior Competing Proposal (as such term is defined below), then, to the extent that a majority financial point of the members of the Company Board of Directors determines in good faith, after consultation with the Company’s outside counsel, that the failure to do so could reasonably be expected to constitute a breach by the Company Board of Directors of its fiduciary duties view to the holders of Company Common Stock under Law or writShares than the Merger and the other transactions contemplated by this Agreement, judgmentand (B) is reasonably capable of being consummated (provided, injunctionthat the Company, consentincluding the Special Committee, orderand any of its advisors, decree, stipulation, award or executive order shall be permitted to contact such Third Party and its advisors solely for the purpose of or by clarifying the proposal and any Governmental Authority material contingencies and the capability of consummation) (each, an a “OrderSuperior Competing Transaction”), then the Company may, in response to an unsolicited request therefor and subject to the Company’s providing prompt (but in any event within twenty-four (24) hours) prior written notice to Parent of its decision to take such action and compliance by the Company with Section 4.3(d6.2(b), furnish information with respect to the Company and its Subsidiaries to, and participate in discussions and negotiations directly or through its Representatives representatives with, such Third Party. Notwithstanding the foregoing, subject the Company shall not provide any non-public information to any such Third Party unless the Company provides such non-public information pursuant to a confidentiality nondisclosure agreement. The Company shall be permitted to waive the provisions of any “standstill” agreement not materially less favorable between the Company and a Third Party to the extent necessary to permit such Third Party to submit a Competing Transaction that the Special Committee believes, in its good faith judgment, is reasonably likely to result in a Superior Competing Transaction. Nothing contained in this Agreement shall prevent the Special Committee from (i) complying with any applicable Law, rule or regulation, including, without limitation, Rule 14d-9 and Rule l4e-2 promulgated under the Exchange Act, (ii) making any disclosure to its shareholders required by applicable Law, rule or regulation or by the rules and regulations of NASDAQ, or (iii) otherwise making such disclosure to the Company’s shareholders or otherwise that the Special Committee (after consultation with counsel) concludes in good faith is necessary in order to comply with its fiduciary duties to the Company’s shareholders under applicable Law. (b) The Company than shall advise Parent orally and in writing within three (3) business days after receipt of any proposal or offer for a Competing Transaction made in accordance with Section 6.2(a) of (i) any proposal for a Competing Transaction received by any officer or director of the Confidentiality Company or, to the Knowledge of the Company, any financial advisor, attorney or other advisor or representative of the Company, and (ii) the material terms of such Competing Transaction (but not the identity of the entity proposing the Competing Transaction). The Company shall keep Parent reasonably informed of the status of, and any material changes to, the terms of any such Competing Transaction proposal in a timely manner. (c) In the event the Special Committee determines that it has received a proposal for a Superior Competing Transaction and determines in good faith (after consultation with counsel) that taking any or all of the following actions is necessary in order to comply with its fiduciary duties under applicable Law, and provided, that neither the Company nor any representative of the Company has breached any of the provisions of this Section 6.2, the Company and the Special Committee may (i) withdraw, modify or change the Board of Director’s approval or recommendation of this Agreement or the Merger, (as defined ii) approve or recommend to the Company’s shareholders such Superior Competing Transaction, (iii) terminate this Agreement in accordance with Section 5.4(b) hereof8.4(iii), provided that and (iv) publicly announce the Board of Director’s intention to do any or all such information not already provided to of the Parent is provided to the Parent prior to or as soon as reasonably practicable (but in any eventforegoing.

No Solicitation of Transactions. (a) The Company shall, and shall cause direct its officers, directors, employees, auditors, attorneys and financial advisors and any other agents (each, a “Representative”) and any other agents to, immediately cease any discussions, negotiations or written communications (other than communications solely directed at informing other parties of the restrictions contained in this Section 4.2 and only in response to an inquiry from such other parties) with any party or parties that commenced prior to the date execution of this Agreement with respect to any Competing Proposal. As used in this Agreement, a “Competing Proposal” means any proposal proposal, offer or offer indication of interest (other than this Agreement and the Merger), whether in writing or otherwise, from any Person or group (as defined in Section 13(d)(3) of the Exchange Act) other than Parent, Merger Sub or any Affiliates thereof (a “Third Party”), relating to acquire (i) assets that constitute any acquisition or account for twenty percent (purchase, directly or indirectly, of more than 20%) or more % of the consolidated net revenues, consolidated net income or consolidated total assets of the Company, or (ii) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of twenty percent (20%) Company and its Subsidiaries or more than 20% of any class of equity or voting securities of the Company; (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in each case pursuant to any Third Party beneficially owning more than 20% of any class of equity or voting securities of the Company; or (iii) a merger, consolidation or other consolidation, share exchange, business combination, sale of shares of stock, sale of substantially all the assets, tender offerreorganization, exchange offer recapitalization, liquidation, dissolution or other similar transaction or series of related transactionsinvolving the Company. (b) During the Interim Period, the Company shall not, nor shall it authorize or permit any Representative of the Company or the Company Subsidiary to, its Subsidiaries to (i) solicit, initiate or knowingly encourage, or otherwise knowingly facilitate, directly or indirectly, any inquiries relating to, or the submission of, any Competing Proposal, ; (ii) directly or indirectly solicit, initiate, encourage initiate or participate in any discussions, negotiations or otherwise facilitate any discussions or negotiations communications (other than communications solely directed at informing other parties of the restrictions contained in this Section 4.2 and only in response to an inquiry from such other parties) regarding any Competing Proposal Proposal; or (iii) furnish to any Third Party any nonpublic information or data for the purpose of encouraging or facilitating, or, except as required by applicable Law, provide access to the properties, offices, books, records, officers, directors or employees of, of the Company for the purpose of encouraging or take any other action to knowingly, directly or indirectly, solicit, initiate, intentionally encourage, participate in or otherwise facilitate the making of any proposal that constitutes, or may reasonably be expected to lead tofacilitating, any Competing Proposal. Without limiting the generality of the foregoing, it is understood that any violation of any of the restrictions set forth in this Section 4.3 4.2 by any Representative of the Company or the Company Subsidiary any of its Subsidiaries shall be deemed to be a breach by the Company of this Section 4.34.2 by the Company. Notwithstanding the foregoingforegoing and anything to the contrary contained in this Agreement, if, prior to obtaining the Company Requisite Stockholder Approval, (i) the Company has complied with this Section 4.3, and (ii) the Company Company’s Board of Directors reasonably determines in good faith (after consultation with outside counsel and its financial advisor) that a Competing Proposal that did not result from a breach by the Company of this Section 4.2 constitutes or would is reasonably be expected likely to lead to a Superior Competing Proposal (as such term is defined below), thenthen the Company may, to the extent that a majority of the members of the Company Company’s Board of Directors determines in good faith, faith after consultation with the Company’s outside counsel, counsel that the failure to do so could reasonably would be expected to constitute a breach by the Company Board of Directors of inconsistent with its fiduciary duties to the holders of Company Common Stock obligations under Law or writ, judgment, injunction, consent, order, decree, stipulation, award or executive order of or by any Governmental Authority (each, an “Order”), the Company may, applicable law and subject to the Company’s providing prompt (but in any event within twenty-four (24) 48 hours) prior written notice to Parent of its decision to take such action and compliance by the Company with Section 4.3(d4.2(d), (A) furnish information or data with respect to the Company to, and its Subsidiaries to such Third Party (and the Representatives of such Third Party); (B) participate in discussions and negotiations (including solicitations of a revised Competing Proposal by such Third Party) directly or through its Representatives with, with such Third Party, subject to, in the case of clause (A) and, to the extent such discussions or negotiations include the disclosure by the Company, any of its Subsidiaries, or any of their Representatives of any material nonpublic information, clause (B), a confidentiality agreement not materially less favorable to the Company than the Confidentiality Agreement (as defined in it being understood that any such confidentiality agreement into which the Company may enter pursuant to this Section 5.4(b) hereof4.2 shall not be required to contain a standstill provision if, prior to or substantially concurrently with the execution of any such confidentiality agreement, the Company releases Parent from its standstill obligations under the Confidentiality Agreement), provided provided, that all such nonpublic information (other than any immaterial information) not already provided or made available to the Parent is provided to the Parent prior to or as soon as reasonably practicable (but in any eventevent within 48 hours) after it is provided to such Third Party; and (C) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock, but only to the extent necessary to permit the making and subsequent consummation of a Competing Proposal by a Third Party. For

No Solicitation of Transactions. (a) The Company shallshall not, and nor shall cause it permit any of its officersSubsidiaries to, directorsnor shall it authorize or permit any officer, auditorsdirector or employee of, attorneys and financial advisors or any investment banker, attorney or other advisor or representative (each, a “Representative”) and of, the Company or any Subsidiary to, directly or through another Person, (A) solicit or initiate, or knowingly encourage, or take any other agents action designed to, immediately cease or which could reasonably be expected to, lead to or facilitate, directly or indirectly, any discussionsinquiries relating to, negotiations or communications with any party or parties that commenced prior to the date submission of this Agreement with respect to any Competing Proposal. As used in this Agreement, a “Competing Proposal” means (i) any proposal or offer (other than this Agreement and the Merger)offer, whether in writing or otherwise, from any Person or group (as defined in Section 13(d)(3) of the Exchange Act) other than Parent, Merger Sub Newco or any Affiliates affiliates thereof (a “Third Party”)) to acquire, to acquire (i) assets that constitute directly or account for twenty percent (20%) indirectly in one transaction or more a series of the consolidated net revenuestransactions, consolidated net income or consolidated assets of the Company, or (ii) beneficial ownership (as defined in under Rule 13d-3 13(d) promulgated under the Exchange Act) of twenty percent (20%) assets or businesses that constitute 15% or more of either the revenues, net income or assets of the Company and its Subsidiaries, taken as a whole, or 15% or more of any class of equity or voting securities of the CompanyCompany or any of its Subsidiaries whose assets, individually or in each case the aggregate, constitute more than 15% of the consolidated assets of the Company pursuant to a merger, consolidation or other business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange, reorganization, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions. , or (bii) During any other substantially similar transaction or series of related transactions that would reasonably be expected to prevent or materially impair or delay the Interim Periodconsummation of the transactions contemplated by this Agreement (a “Competing Transaction”); (B) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information or afford access to the properties, books or records of the Company shall notor any Subsidiary of the Company, nor shall or otherwise cooperate in any way with, any Person relating to or in connection with a Competing Transaction or otherwise knowingly facilitate any effort or attempt by any Person to make or implement a Competing Transaction; (C) enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or similar document, agreement or commitment with respect to any Competing Transaction, approve or recommend or resolve to approve or recommend any Competing Transaction or enter into any agreement requiring it authorize to abandon, terminate or permit fail to consummate the Merger and the other transactions contemplated by this Agreement; or (D) waive, amend, modify or grant any release under any standstill or similar agreement or confidentiality agreement relating to a Competing Transaction (other than the Confidentiality Agreement) to which the Company or any of its Subsidiaries is a party. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Subsidiary of the Company or any Representative of the Company or any Subsidiary of the Company Subsidiary toshall be a breach of this Section 6.2(a) by the Company. The Company shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Competing Transaction and request the prompt return or destruction of all confidential information previously furnished. (ib) solicitNotwithstanding the foregoing subsection (a) or anything else in this Agreement to the contrary, initiate if the Company receives a bona fide, written proposal or encourageoffer for a Competing Transaction by a Third Party at any time prior to obtaining the Company Shareholder Approval, which the Company’s Board determines in good faith (after consultation with the Company’s outside legal counsel and financial advisor) may reasonably be likely to result in a transaction that, if consummated, would result in such Third Party (or otherwise facilitateits shareholders) owning, directly or indirectly, more than 50% of the shares of Company Common Stock then outstanding (or of the shares of the surviving entity in a merger or the direct or indirect parent of the surviving entity in a merger) or all or substantially all the assets of the Company on terms more favorable to the shareholders of the Company from a financial point of view than the terms set forth in this Agreement (as the same may be amended or supplemented by Parent from time to time) and is reasonably capable of being consummated on the terms so proposed (taking into account all the terms and conditions of such proposal, all financial, legal, regulatory and other aspects of such proposal and this Agreement) (a “Superior Competing Transaction”), then the Company may, in response to an unsolicited request therefor and subject to compliance with Section 6.2, (A) furnish confidential information with respect to the Company and its Subsidiaries to the Third Party proposing such Competing Transaction (and its Representatives) pursuant to a customary confidentiality agreement not materially more favorable to such Person than the confidentiality provisions of the Confidentiality Agreement, provided that all such information has previously been provided to the Parent and Newco or is provided to the Parent and Newco prior to or concurrently with the time it is provided to such Person, and (B) participate in discussions and negotiations with the Third Party proposing such Competing Transaction (and its Representatives) regarding such Competing Transaction; if and only to the extent that (1) prior to taking such actions outlined in (A) and (B) above, the Company’s Board of Directors determines in good faith (after taking into account advice of outside counsel) that it is required to do so in order for the Board of Directors to comply with its fiduciary obligations to the Company’s shareholders under applicable Law, (2) prior to providing any inquiries relating toinformation to any Person or entering into discussions or negotiations with any Person, the Company’s Board of Directors notifies Parent promptly of any such inquiry, proposal or offer received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, the submission ofCompany, any Subsidiary of the Company or any of their respective Representatives indicating, in connection with such notice, the material terms and conditions of the Competing ProposalTransaction and the identity of the Person making such Competing Transaction, and (ii3) directly the Competing Transaction was not solicited after the date hereof and was made after the date hereof and did not otherwise result from a breach of this Section 6.2. The Company agrees that it shall keep Parent reasonably informed, on a current basis, of the status and material terms of any such proposals or indirectly solicitoffers and the status of any such discussions or negotiations and will notify Parent promptly of any determination by the Company’s Board of Directors that a Superior Competing Transaction has been made. The Company and its Subsidiaries will immediately cease and cause their respective Representatives to cease any and all existing activities, initiate, encourage or participate in or otherwise facilitate any discussions or negotiations regarding a Competing Transaction made prior to the date hereof, or which could reasonably be expected to lead to a Superior Competing Transaction, with any parties previously contacted; provided that the Company may inform such parties that this Agreement has been entered into. (c) Nothing contained in this Section 6.2 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its shareholders if, in each case, in the good faith judgment of the Board of Directors, with the advice of outside counsel, making such disclosure to the Company’s shareholders is required under applicable Law; provided, however, that in no event shall the Company or its Board of Directors take, or agree or resolve to take, any action prohibited by Section 6.2. (d) In addition to the obligations of the Company set forth in paragraphs (a) and (b) of this Section 6.2, the Company shall promptly advise the Parent and Newco in writing of any Competing Proposal Transaction or (iii) furnish any request for material nonpublic information relating to the Company or any Third Party any information Subsidiary of the Company or data for the purpose of encouraging or facilitating, or, except as required by applicable Law, provide access to the properties, officesbooks or records of the Company or any Subsidiary of the Company by any Person related to or in connection with a Competing Transaction or which could reasonably be expected to lead to a Competing Transaction, books, records, officers, directors identifying the material terms and conditions of any such Competing Transaction or employees ofrequest (including any material changes thereto) and the identity of the Person making any such Competing Transaction or request. The Company shall keep the Parent and Newco informed in all material respects of the status and details (including any material change to the terms thereof) of any Competing Transaction. (e) The Board of Directors shall not (i) (a) withdraw (or amend or modify in a manner adverse to the Parent or Newco), or take any publicly propose or resolve to withdraw (or amend or modify in a manner adverse to the Parent or Newco), the Board Recommendation, the Merger or the other action to knowingly, directly transactions contemplated by this Agreement or indirectly, solicit, initiate, intentionally encourage, participate in (b) adopt or otherwise facilitate the making of any proposal that constitutesrecommend, or may propose publicly to adopt or recommend, any Competing Transaction (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) or (ii) adopt or recommend, or publicly propose to adopt or recommend, or allow the Company or any Subsidiary to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar contract constituting or related to, or that is intended to or could reasonably be expected to lead to, any Competing Proposal. Without limiting the generality of Transaction (other than a confidentiality agreement expressly permitted by in Section 6.2(b)) (an “Acquisition Agreement”). (f) Notwithstanding the foregoing, it at any time prior to obtaining the Company Shareholder Approval and subject to prior compliance with Section 6.2(b), the Board of Directors may (x) make a Company Adverse Recommendation Change or (y) cause the Company to terminate this Agreement pursuant to Section 8.4(b) if: (1) an unsolicited Competing Transaction that the Board of Directors reasonably determines (after consultation with the Company’s outside counsel and financial advisors) constitutes a Superior Competing Transaction was made after the date hereof and not withdrawn; (2) the Board of Directors determines in good faith (after taking into account advice of outside counsel) that, in light of such Superior Competing Transaction, the making of a Company Adverse Recommendation Change or termination this Agreement is understood that required in order for the Board of Directors to comply with its fiduciary obligations to the Company’s shareholders under applicable Law; (3) neither the Company, its Subsidiaries nor any violation of their respective Representatives shall have violated any of the restrictions set forth in this Section 4.3 by 6.2 in any Representative of the Company or the Company Subsidiary shall be deemed to be a breach by the Company of this Section 4.3. Notwithstanding the foregoing, if, prior to obtaining the Company Stockholder Approval, material respect; (i4) the Company has complied with this Section 4.3, and (ii) the Company Board of Directors reasonably determines in good faith that a Competing Proposal constitutes or would reasonably be expected to lead to a Superior Competing Proposal (as such term is defined below), then, to the extent that a majority of the members of the Company Board of Directors determines in good faith, after consultation with the Company’s outside counsel, that the failure to do so could reasonably be expected to constitute a breach by the Company Board of Directors of its fiduciary duties to the holders of Company Common Stock under Law or writ, judgment, injunction, consent, order, decree, stipulation, award or executive order of or by any Governmental Authority (each, an “Order”), the Company may, subject to the Company’s providing prompt (but in any event within twenty-four (24) hours) prior delivers written notice to Parent (a “Notice of its decision Superior Competing Transaction”) advising Parent that the Board of Directors intends to take such action and compliance specifying the reasons therefor, including the material terms and conditions of any Superior Competing Transaction that is the basis of the proposed action by the Company with Section 4.3(dBoard of Directors (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Competing Transaction shall require a new Notice of Superior Competing Transaction and a new five Business Day period), furnish information with respect and after the fifth Business Day following delivery of the Notice of Superior Competing Transaction to Parent the Board of Directors continues to determine in good faith that the Competing Transaction constitutes a Superior Competing Transaction; and (5) in the event of termination of this Agreement (a) the Company to, pays to Parent the amount specified in Section 8.5(b) at or prior to such termination and participate in discussions and negotiations directly or through its Representatives with, such Third Party, subject to a confidentiality agreement not materially less favorable to (b) the Company than enters into an Acquisition Agreement to effect the Confidentiality Agreement (as defined in Section 5.4(b) hereof), provided that all Superior Competing Transaction concurrent with such information not already provided to the Parent is provided to the Parent prior to or as soon as reasonably practicable (but in any eventtermination.

No Solicitation of Transactions. (a) The Company shall, and shall cause its respective officers, directors, auditors, attorneys and financial advisors (each, a “Representative”) and Affiliates and any other agents to, immediately cease any discussions, negotiations or communications with any party or parties that commenced prior to the date of this Agreement with respect to any Competing Proposal. As used in this Agreement, a “Competing Proposal” means means, any proposal or offer (other than this Agreement and the Merger), whether in writing or otherwise, from any Person or group (as defined in within the meaning of Section 13(d)(3) of the Exchange Act) other than Parent, Merger Sub or any Affiliates thereof (a “Third Party”), to (1) acquire (i) assets that constitute or account for twenty percent (20%) or more of the consolidated net revenues, consolidated net income or consolidated assets of the Company, or (ii) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of twenty percent (20%) or more of any class of equity securities of the CompanyCompany or (2) twenty percent (20%) or more of the assets (based on the fair market value thereof) of the Company or a material portion of the Company Intellectual Property Rights, in each case pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactionstransaction; provided, however, that nothing in this Section 5.3 shall prohibit the Company or its Representatives from considering or determining to effect a liquidation of the Company, whether proposed by a Third Party or pursuant to the Company’s board of directors’ exercise of their fiduciary duties. (b) During the Interim Period, the Company shall not, nor shall it authorize or permit any Representative of the Company its Representatives or the Company Subsidiary Subsidiaries to, (i) solicit, initiate or encourage, or otherwise facilitate, directly or indirectly, any inquiries relating to, or the submission of, any Competing Proposal, (ii) directly or indirectly solicit, initiate, encourage or participate in or otherwise facilitate any discussions or negotiations regarding any Competing Proposal or (iii) furnish to any Third Party any information or data for the purpose of encouraging or facilitating, or, except as required by applicable Law, provide access to the properties, offices, books, records, officers, directors or employees of, or take any other action to knowingly, directly or indirectly, solicit, initiate, intentionally encourage, participate in or otherwise facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Proposal. Without limiting the generality of the foregoing, it is understood that any violation of any of the restrictions set forth in this Section 4.3 5.3 by any Representative of the Company or the Company Subsidiary any of its Subsidiaries shall be deemed to be a breach by the Company of this Section 4.35.3. Notwithstanding the foregoing, if, prior to obtaining the Company Stockholder Approval, (i) the Company has complied with this Section 4.35.3, and (ii) the Company Board of Directors reasonably determines in good faith that a Competing Proposal constitutes or would reasonably be expected to lead to a Superior Competing Proposal (as such term is defined below), or that a liquidation of the Company, taking into account all then known and relevant facts and circumstances, in its good faith judgment, is more favorable from a financial point of view to the Company’s stockholders than the Merger, then, to after consultation with, and based upon the extent advice of, its outside legal counsel, that a majority of the members of such action is necessary for the Company Board of Directors determines in good faith, after consultation to comply with the Company’s outside counsel, that the failure to do so could reasonably be expected to constitute a breach by the Company Board of Directors of its fiduciary duties to the holders of Company Common Stock under Law or writ, judgment, injunction, consent, order, decree, stipulation, award or executive order of or by any Governmental Authority (each, an “Order”), the Company may, subject to the Company’s providing prompt (but in any event within twentythirty-four six (2436) hours) prior written notice to Parent of its decision to take such action and compliance by the Company with Section 4.3(d5.3(d), furnish information with respect to the Company to, and participate in discussions and negotiations directly or through its Representatives with, such Third Party, subject to a confidentiality agreement not materially less favorable to the Company than the Confidentiality Agreement (as defined in Section 5.4(b) hereof), provided that all such information not already provided to the Parent is provided to the Parent prior to or as soon as reasonably practicable (but in any eventand

No Solicitation of Transactions. (a) The Company shall, and shall cause its officers, directors, auditors, attorneys and financial advisors (each, a “Representative”) and any other agents to, immediately cease any discussions, negotiations or communications with any party or parties that commenced prior to the date of this Agreement with respect to any Competing Proposal. As used in this Agreement, a “Competing Proposal” means any proposal or offer (other than this Agreement and the Merger), whether in writing or otherwise, from any Person or group (as defined in Section 13(d)(3) of the Exchange Act) other than Parent, Merger Sub or any Affiliates thereof (a “Third Party”), to acquire (i) assets that constitute or account for twenty percent (20%) or more of the consolidated net revenues, consolidated net income or consolidated assets of the Company, or (ii) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of twenty percent (20%) or more of any class of equity securities of the Company, in each case pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions. (b) During the Interim Period, the Company shall not, nor shall it authorize or permit any Representative of the Company or the Company Subsidiary to, (i) solicit, initiate or encourage, or otherwise facilitate, directly or indirectly, through any inquiries relating to, representative or the submission of, any Competing Proposal, (ii) directly or indirectly solicitotherwise, initiate, solicit or encourage or participate in or otherwise facilitate any discussions or negotiations regarding any Competing Proposal or (iii) furnish to any Third Party any information or data for the purpose including by way of encouraging or facilitating, or, except as required by applicable Law, provide access to the properties, offices, books, records, officers, directors or employees offurnishing information), or take any other action to knowinglyfacilitate, directly any inquiries or indirectly, solicit, initiate, intentionally encourage, participate in or otherwise facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Proposal. Without limiting Transaction (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity 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 its representatives to take any such action. (b) For purposes of this Agreement, "COMPETING TRANSACTION" shall mean any of the generality following involving the Company (other than the Merger and the other transactions contemplated in this Agreement): (i) any merger, consolidation, share exchange, business combination, issuance or purchase of securities or other similar transaction , (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of the assets of the Company in a single transaction or series of related transactions; (iii) any tender offer or exchange offer for the Company's securities or the filing of a registration statement under the Securities Act in connection with any such exchange offer; in the case of clause (i), (ii) or (iii) above, which transaction would result in a third party (or its shareholders) or affiliates acquiring, individually or in the aggregate, more than 15% of the voting securities of the Company then outstanding or more than 15% of the assets of the Company and its subsidiaries, taken as a whole; (iv) any solicitation in opposition to adoption by the Company's stockholders of this Agreement; or (v) any announcement of an agreement, proposal, plan or intention to do any of the foregoing, it is understood that any violation of any of either during the restrictions set forth in this Section 4.3 by any Representative of the Company or the Company Subsidiary shall be deemed to be a breach by the Company effectiveness of this Section 4.3. Notwithstanding the foregoing, if, prior to obtaining the Company Stockholder Approval, (i) the Company has complied with this Section 4.3, and (ii) the Company Board of Directors reasonably determines in good faith that a Competing Proposal constitutes Agreement or would reasonably be expected to lead to a Superior Competing Proposal (as such term is defined below), then, to the extent that a majority of the members of the Company Board of Directors determines in good faith, after consultation with the Company’s outside counsel, that the failure to do so could reasonably be expected to constitute a breach by the Company Board of Directors of its fiduciary duties to the holders of Company Common Stock under Law or writ, judgment, injunction, consent, order, decree, stipulation, award or executive order of or by at any Governmental Authority (each, an “Order”), the Company may, subject to the Company’s providing prompt (but in any event within twenty-four (24) hours) prior written notice to Parent of its decision to take such action and compliance by the Company with Section 4.3(d), furnish information with respect to the Company to, and participate in discussions and negotiations directly or through its Representatives with, such Third Party, subject to a confidentiality agreement not materially less favorable to the Company than the Confidentiality Agreement (as defined in Section 5.4(b) hereof), provided that all such information not already provided to the Parent is provided to the Parent prior to or as soon as reasonably practicable (but in any eventtime thereafter.

No Solicitation of Transactions. (a) The Company shall, and shall cause its respective officers, directors, auditors, attorneys and financial advisors (each, a “Representative”) and Affiliates and any other agents to, immediately cease any discussions, negotiations or communications with any party or parties that commenced prior to the date of this Agreement with respect to any Competing Proposal. As used in this Agreement, a “Competing Proposal” means means, any proposal or offer (other than this Agreement and the Merger), whether in writing or otherwise, from any Person or group (as defined in within the meaning of Section 13(d)(3) of the Exchange Act) other than Parent, Merger Sub or any Affiliates thereof (a “Third Party”), to (1) acquire (i) assets that constitute or account for twenty percent (20%) or more of the consolidated net revenues, consolidated net income or consolidated assets of the Company, or (ii) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of twenty percent (20%) or more of any class of equity securities of the CompanyCompany or (2) twenty percent (20%) or more of the assets (based on the fair market value thereof) of the Company or a material portion of the Company Intellectual Property Rights, in each case pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactionstransaction; provided, however, that nothing in this Section 5.3 shall prohibit the Company or its Representatives from considering or determining to effect a liquidation of the Company, whether proposed by a Third Party or pursuant to the Company’s board of directors’ exercise of their fiduciary duties. (b) During the Interim Period, the Company shall not, nor shall it authorize or permit any Representative of the Company its Representatives or the Company Subsidiary Subsidiaries to, (i) solicit, initiate or encourage, or otherwise facilitate, directly or indirectly, any inquiries relating to, or the submission of, any Competing Proposal, (ii) directly or indirectly solicit, initiate, encourage or participate in or otherwise facilitate any discussions or negotiations regarding any Competing Proposal or (iii) furnish to any Third Party any information or data for the purpose of encouraging or facilitating, or, except as required by applicable Law, provide access to the properties, offices, books, records, officers, directors or employees of, or take any other action to knowingly, directly or indirectly, solicit, initiate, intentionally encourage, participate in or otherwise facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Proposal. Without limiting the generality of the foregoing, it is understood that any violation of any of the restrictions set forth in this Section 4.3 5.3 by any Representative of the Company or the Company Subsidiary any of its Subsidiaries shall be deemed to be a breach by the Company of this Section 4.35.3. Notwithstanding the foregoing, if, prior to obtaining the Company Stockholder Approval, (i) the Company has complied with this Section 4.35.3, and (ii) the Company Board of Directors reasonably determines in good faith that a Competing Proposal constitutes or would reasonably be expected to lead to a Superior Competing Proposal (as such term is defined below), then, to the extent or that a majority liquidation of the members of the Company Board of Directors determines Company, taking into account all then known and relevant facts and circumstances, in its good faith, after consultation with the Company’s outside counsel, that the failure to do so could reasonably be expected to constitute a breach by the Company Board of Directors of its fiduciary duties to the holders of Company Common Stock under Law or writ, faith judgment, injunction, consent, order, decree, stipulation, award or executive order is more favorable from a financial point of or by any Governmental Authority (each, an “Order”), the Company may, subject view to the Company’s providing prompt (but in any event within twenty-four (24) hours) prior written notice to Parent of stockholders than the Merger, then, after consultation with, and based upon the advice of, its decision to take outside legal counsel, that such action and compliance by is necessary for the Company with Section 4.3(d), furnish information with respect to the Company to, and participate in discussions and negotiations directly or through its Representatives with, such Third Party, subject to a confidentiality agreement not materially less favorable to the Company than the Confidentiality Agreement (as defined in Section 5.4(b) hereof), provided that all such information not already provided to the Parent is provided to the Parent prior to or as soon as reasonably practicable (but in any eventBoard 45