Common use of No Solicitation of Transactions Clause in Contracts

No Solicitation of Transactions. (a) The Company agrees that neither it nor any Subsidiary will, and the Company shall use its reasonable best efforts to cause their respective directors, officers, employees, agents, investment bankers, attorneys, accountants, other advisors or representatives (such persons, together with Subsidiaries, collectively, the “Company Representatives”) not to (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information), or take any other action to knowingly facilitate the making of any Acquisition Proposal, (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any person, any information with respect to, or otherwise knowingly cooperate, encourage or facilitate any effort or attempt to make or implement any proposal or inquiry that constitutes, or could reasonably be expected to result in, an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, or (iv) submit to a vote of its stockholders, approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement amalgamation agreement, scheme of arrangement or other similar agreement relating to any Acquisition Proposal (other than a Qualifying Confidentiality Agreement in accordance with Section 7.05(b)). The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party.

No Solicitation of Transactions. (a) The Company agrees that neither it nor any Company Subsidiary willshall, and the Company that it shall use its reasonable best efforts to cause its and their respective directorsRepresentatives not to, officers, employees, agents, investment bankers, attorneys, accountants, other advisors directly or representatives (such persons, together with Subsidiaries, collectively, the “Company Representatives”) not to indirectly: (i) solicit, initiate initiate, encourage, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information)induce any inquiry with respect to, or take any other action to knowingly facilitate the making of making, submission or announcement of, any Acquisition Proposal, (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any person, person any nonpublic information with respect to, or otherwise knowingly cooperate, encourage or take any other action to facilitate any effort inquiries or attempt to make or implement the making of any proposal that constitutes or inquiry that constitutesmay reasonably be expected to lead to, any Acquisition Proposal (except to the extent specifically permitted pursuant to this Section 6.4), (iii) engage in discussions with any person with respect to any Acquisition Proposal, except to notify such person as to the existence of these provisions (except to the extent specifically permitted pursuant to this Section 6.4), (iv) approve, endorse or recommend any Acquisition Proposal with respect the Company (except to the extent specifically permitted pursuant to this Section 6.4), or (v) enter into any letter of intent or similar document or any agreement, commitment or understanding contemplating or otherwise relating to any Acquisition Proposal or a transaction contemplated thereby (except for confidentiality agreements specifically permitted pursuant to Section 6.4(c)). The Company shall immediately terminate, and shall cause the Company Subsidiaries and its and their Representatives to immediately terminate, all discussions or negotiations, if any, with any third party with respect to, or any that could reasonably be expected to result inlead to or contemplate the possibility of, an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, or (iv) submit to a vote of its stockholders, approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement amalgamation agreement, scheme of arrangement or other similar agreement relating to any Acquisition Proposal (other than a Qualifying Confidentiality Agreement in accordance with Section 7.05(b)). The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal. The Company shall not release immediately demand that each person which has heretofore executed a confidentiality agreement with the Company or any third party from, of its Affiliates or waive Subsidiaries or any provision of, of its or their Representatives with respect to such person's consideration of a possible Acquisition Proposal to immediately return or destroy (which destruction shall be certified in writing by such person to the Company) all confidential information heretofore furnished by the Company or any confidentiality of its Affiliates or standstill agreement Subsidiaries or any of its or their Representatives to which it is a partysuch person or any of its Affiliates or Subsidiaries or any of its or their Representatives.

No Solicitation of Transactions. (a) The Company agrees that neither it nor any Subsidiary willwill not, directly or indirectly, and the Company shall use will instruct its reasonable best efforts to cause their respective directorsRepresentatives not to, officersdirectly or indirectly, employees, agents, investment bankers, attorneys, accountants, other advisors or representatives (such persons, together with Subsidiaries, collectively, the “Company Representatives”) not to (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public nonpublic information), or take any other action to knowingly facilitate facilitate, any inquiries or the making of any Acquisition Proposalproposal or offer (including, (ii) enter intowithout limitation, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any person, any information with respect to, or otherwise knowingly cooperate, encourage or facilitate any effort or attempt to make or implement any proposal or inquiry offer to its shareholders) that constitutes, or could may reasonably be expected to result in, an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommendlead to, any Acquisition Proposal, or Competing Transaction (iv) submit to a vote of its stockholders, approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommendas defined below), or enter intointo or maintain or continue discussions or negotiate with any person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of the officers, directors or employees of the Company, or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company, to take any such action. The Company will notify Parent immediately after receipt by the Company (or any of its officers, directors, employees, agents, advisors or other representatives) of any proposal for, or inquiry respecting, any letter Competing Transaction, or any request for nonpublic information in connection with such proposal or inquiry or for access to the properties, books or records of intent, agreement the Company by any person that informs or has informed the Company that it is considering making or has made such a proposal or inquiry. Such notice to Parent shall indicate in principle, merger agreement, acquisition agreement, option agreement amalgamation agreement, scheme reasonable detail the identity of arrangement the person making such proposal or other similar agreement relating to any Acquisition Proposal (other than a Qualifying Confidentiality Agreement in accordance with Section 7.05(b))inquiry and the terms and conditions of such proposal or inquiry. The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposala Competing Transaction. The Company shall agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party.

No Solicitation of Transactions. (a) The Company agrees that neither it nor any Subsidiary willshall, and the Company shall use cause its reasonable best efforts to cause Subsidiaries and each of their respective affiliates, directors, officers, employees, agents, investment bankers, attorneys, accountants, other advisors or agents and representatives (including any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries) to immediately cease and cause to be terminated any discussions or negotiations with any Person other than the Company, its Affiliates, or their respective representatives (any such personsother Person, together a “Third Party”) that may be ongoing with Subsidiaries, collectivelyrespect to the possibility or consideration of any Acquisition Proposal. In addition, the “Company Representatives”) shall enforce and shall not terminate, amend, modify or waive any standstill provision of any confidentiality agreement or other standstill agreement between the Company and any Third Party entered into prior to the date hereof. From the date of this Agreement through the Effective Time, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its or its Subsidiaries’ directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly through another person, (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information), or take any other action designed to knowingly facilitate or encourage the making of any proposal by any Third Party that constitutes an Acquisition Proposal, (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations with any Third Party regarding, or furnish provide any nonpublic information or data to any personThird Party relating to, any information with respect to, or otherwise knowingly cooperate, encourage or facilitate any effort or attempt to make or implement any proposal or inquiry that constitutes, or could reasonably be expected to result in, an Acquisition Proposal, (iii) approvemake or authorize any public statement, endorse recommendation or recommendsolicitation in support of, or execute or enter into, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, or (iv) submit to a vote of its stockholders, approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement amalgamation agreement, scheme of arrangement or other similar agreement relating to providing for any Acquisition Proposal or (other than a Qualifying Confidentiality Agreement in accordance with Section 7.05(b)). The Company immediately shall cease and cause iv) enter into any agreement, arrangement or understanding requiring it to be terminated all existing discussions abandon, terminate or negotiations with any parties conducted heretofore with respect fail to an Acquisition Proposal. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a partyconsummate the transactions contemplated by this Agreement.

No Solicitation of Transactions. Each Shareholder, severally and not jointly, agrees not to, directly or indirectly, through any officer, director, representative, agent or otherwise, (a) The Company agrees that neither it nor any Subsidiary willinitiate, and the Company shall use its reasonable best efforts to cause their respective directors, officers, employees, agents, investment bankers, attorneys, accountants, other advisors or representatives (such persons, together with Subsidiaries, collectively, the “Company Representatives”) not to (i) solicit, initiate facilitate or knowingly encourage (including by way of furnishing non-public information), directly or take any other action to knowingly facilitate the making of any Acquisition Proposalindirectly, (ii) enter into, continue whether publicly or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any personotherwise, any information inquiries, offers or proposals with respect to, or otherwise knowingly cooperatethe making of, encourage any alternative corporate transaction in lieu of the Transactions (“Alternative Transaction”) (or facilitate any effort or attempt to make or implement any proposal or inquiry that constitutes, or could would reasonably be expected to result encourage or lead to an Alternative Transaction), (b) engage in any negotiations or discussions concerning, or provide access to or furnish non-public information regarding, a Company’s or any Company Subsidiary’s properties, assets, personnel, books or records or any Confidential Information or data to, any person relating to an Alternative Transaction (or that would reasonably be expected encourage or lead to an Alternative Transaction), (c) enter into, engage in or maintain discussions or negotiations with respect to any Alternative Transaction (or inquiries, proposals or offers or other communications that would reasonably be expected to encourage or lead to any Alternative Transaction) or otherwise cooperate with or assist or participate in, an Acquisition Proposalor facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations, (iiid) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition ProposalAlternative Transaction, or (ive) submit to a vote of its stockholders, approve, endorse or endorse, recommend, or publicly announce an intention to approve, endorse or recommend, execute or enter intointo any agreement, any arrangement or understanding, letter of intent, agreement in principlememorandum of understanding, term sheet, acquisition agreement, merger agreement, acquisition business combination agreement, transaction agreement, option agreement amalgamation agreement, scheme of arrangement joint venture agreement, partnership agreement or other similar agreement written arrangement relating to any Acquisition Proposal Alternative Transaction or any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, or (other than a Qualifying Confidentiality Agreement in accordance with Section 7.05(b))f) resolve or agree to do any of the foregoing actions or otherwise authorize or permit any of its representatives to take any such action. The Company Each Shareholder shall, and shall instruct and cause its representatives and agents to, immediately shall cease and cause to be terminated all existing any solicitations, discussions or negotiations with any parties conducted heretofore (other than the parties to the Merger Agreement and their respective representatives) in connection with respect a Company Acquisition Proposal (other than the Transactions) and each Shareholder acknowledges that any action taken by it or any representative of it inconsistent with the restrictions set forth in this Section 3, whether or not such representative is purporting to an Acquisition Proposalact on the such Shareholder’s behalf, shall be deemed to constitute a breach of this Section 3 by such Shareholder. The Company Notwithstanding the forgoing, the provisions of this Section 3 shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a partylimit the rights of the Pubco Board under Section 7.6(b) of the Merger Agreement.

No Solicitation of Transactions. (a) The Company agrees that neither it nor any Subsidiary of its Subsidiaries will, and the Company shall use that it will direct its reasonable best efforts to cause their respective directorsand its Subsidiaries’ Representatives (including, officerswithout limitation, employeesany investment banker, agentsattorney or accountant retained by any Group Company), investment bankersnot to, attorneysin each case, accountantsdirectly or indirectly, other advisors or representatives (such persons, together with Subsidiaries, collectively, the “Company Representatives”) not to (i) solicit, initiate or knowingly intentionally encourage (including by way of furnishing non-public information), nonpublic information in a manner designed to intentionally encourage) any inquiries or take any other action to knowingly facilitate the making of any Acquisition Proposalproposal or offer (including any proposal or offer to its shareholders) regarding a Competing Transaction, or (ii) enter into, maintain or continue or otherwise engage or participate in any discussions or negotiations regardingwith, or furnish provide any nonpublic information relating to any personthe Company or the Transactions to, any information with respect toperson in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, or otherwise knowingly cooperate, encourage or facilitate any effort or attempt to make or implement any proposal or inquiry that constitutes, or could reasonably be expected to result in, an Acquisition Proposal, (iii) agree to, approve, endorse or recommendrecommend any Competing Transaction or enter into any letter of intent or Contract or commitment contemplating or otherwise relating to any Competing Transaction (in each case, other than as permitted pursuant to Section 6.04(b) or propose publicly to approve, endorse or recommend, any Section 6.04(c)) (an “Alternative Acquisition ProposalAgreement”), or (iv) submit to a vote authorize any Representative of the Company or any of its stockholdersSubsidiaries, approveacting directly or indirectly under the direction of the Company or any of its Subsidiaries, endorse or recommendto take any action set forth in clauses (i)—(iii) of this Section 6.04(a). The Company shall not release any Third Party from, or publicly announce an waive any provision of, any confidentiality or standstill agreement to which it is a party in respect of any Competing Transaction unless it releases or waives the corresponding provision in the Confidentiality Agreement. The Company shall notify Parent as promptly as practicable (and in any event within 48 hours after the Company has knowledge thereof), orally and in writing, of any proposal or offer regarding a Competing Transaction, specifying (x) the material terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements, (y) the identity of the party making such proposal or offer and (z) whether the Company has at such time any intention to approveprovide confidential information to such person. The Company shall keep Parent reasonably informed, endorse on a reasonably current basis (and in any event within 48 hours of the occurrence of any material changes, developments, discussions or recommendnegotiations) of the status and terms of any such proposal or offer. The Company shall provide Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of the Company Board or members of the Special Committee) of any meeting of the Company Board or Special Committee at which the Company Board or Special Committee, or enter intoas applicable, is scheduled to consider any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement amalgamation agreement, scheme of arrangement or other similar agreement relating to any Acquisition Proposal (other than a Qualifying Confidentiality Agreement in accordance with Section 7.05(b))Competing Transaction. The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal. The a Competing Transaction, and the Company shall not release immediately revoke or withdraw access of any third party fromThird Party to any data room containing any non-public information with respect to the Company or its Subsidiaries and request, and use its commercially reasonable efforts to cause, all such Third Parties to promptly return or waive any provision of, any confidentiality or standstill agreement to which it is a partydestroy all such non-public information.

No Solicitation of Transactions. (a) The Company agrees that neither it nor no Group Company and none of the directors or officers of any Subsidiary willGroup Company shall, and the Company that it shall use direct its reasonable best efforts to cause their respective directorsand its Subsidiaries’ Representatives (including, officerswithout limitation, employeesany investment banker, agentsattorney or accountant retained by it or any Group Company), investment bankersnot to, attorneysin each case, accountantsdirectly or indirectly, other advisors or representatives (such persons, together with Subsidiaries, collectively, the “Company Representatives”) not to (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public informationinformation in a manner designed to encourage), or take any other action designed to knowingly facilitate facilitate, any inquiries or the making of any Acquisition Proposalproposal or offer (including, (ii) enter intowithout limitation, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any person, any information with respect to, or otherwise knowingly cooperate, encourage or facilitate any effort or attempt to make or implement any proposal or inquiry offer to its shareholders) that constitutes, or could would reasonably be expected to result in, an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommendlead to, any Acquisition Proposal, or (ivii) submit enter into, maintain or continue discussions or negotiations with, or provide any nonpublic information relating to a vote of its stockholdersany Group Company or the Transactions to, any person or entity in connection with, or in order to obtain, an Acquisition Proposal, or (iii) agree to, approve, adopt, endorse or recommend (or publicly propose to agree to approve, adopt, endorse or recommend, or publicly announce an intention to approve, endorse or recommend) any Acquisition Proposal, or enter into, into any letter of intent, agreement in principleContract, merger agreementcommitment or obligation contemplating or otherwise relating to, acquisition agreementor consummate, option agreement amalgamation agreement, scheme of arrangement or other similar agreement relating to any Acquisition Proposal (in each case, other than a Qualifying Confidentiality Agreement in accordance with to the extent permitted pursuant to Section 7.05(b6.04(c)), or (iv) authorize or permit any of the officers, directors or Representatives of any Group Company to take any action set forth in clauses (a)(i) — (a)(iii) of this Section 6.04. The Company shall notify Parent in writing as promptly as practicable (and in any event within forty-eight (48) hours after the Company attains knowledge) of any proposal or offer, or any request for information or other inquiry or request, that could reasonably be expected to lead to an Acquisition Proposal, specifying (x) the material terms and conditions thereof and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements, (y) the identity of the party making such proposal or offer or inquiry or contact, and (z) whether the Company has determined to provide confidential information to such person. The Company shall keep Parent informed, on a reasonably current basis (and in any event within forty-eight (48) hours of the occurrence of any material changes, developments, discussions or negotiations) of the status and terms of any such proposal, offer, inquiry, contact or request and of any material changes in the status and terms of any such proposal, offer, inquiry, contact or request (including the material terms and conditions thereof) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements. The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal. The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Third Party which prohibits the Company from providing such information to Parent, or release any third party Third Party from, or waive any provision of, any confidentiality or standstill agreement to which it is a partyin connection with an Acquisition Proposal.

No Solicitation of Transactions. (a) The Until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, except as set forth in Section 6.04(b), the Company agrees that neither it nor any Subsidiary of its Subsidiaries nor any of the directors, officers or employees of any Group Company will, and the Company shall use that it will cause its reasonable best efforts to cause their respective directors, officers, employees, and its Subsidiaries’ agents, advisors and other Representatives (including, without limitation, any investment bankersbanker, attorneysattorney or accountant retained by any Group Company), accountantsnot to, other advisors in each case, directly or representatives (such personsindirectly, together with Subsidiaries, collectively, the “Company Representatives”) not to (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public nonpublic information), or take any other action to knowingly facilitate facilitate, any inquiries or the making of any Acquisition Proposalproposal or offer (including, (ii) enter intowithout limitation, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any person, any information with respect to, or otherwise knowingly cooperate, encourage or facilitate any effort or attempt to make or implement any proposal or inquiry offer to its shareholders) that constitutes, or could reasonably be expected to result inlead to, an Acquisition Proposalany Competing Transaction, (ii) enter into, maintain or continue discussions or negotiations with, or provide any nonpublic information to, any person or entity in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, (iii) agree to, approve, endorse or recommend, recommend any Competing Transaction or propose publicly enter into any letter of intent or Contract or commitment contemplating or otherwise relating to approve, endorse or recommend, any Acquisition ProposalCompeting Transaction (other than a confidentiality agreement permitted under this Agreement), or (iv) submit to a vote authorize or permit any of the officers, directors or employees of the Company or any of its stockholders, approve, endorse or recommendSubsidiaries, or publicly announce an intention to approveany investment banker, endorse or recommendfinancial advisor, or enter intoattorney, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement amalgamation agreement, scheme of arrangement accountant or other similar agreement relating Representative retained by or acting directly or indirectly under the direction of the Company or any of its Subsidiaries, to take any Acquisition Proposal action set forth in clauses (other than a Qualifying Confidentiality Agreement in accordance with a)(i) – (a)(iii) of this Section 7.05(b)). The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal6.04. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party. The Company shall notify Parent as promptly as practicable (and in any event within forty-eight (48) hours after the Company has knowledge thereof), orally and in writing, of any proposal or offer, or any inquiry or contact with any person, regarding a Competing Transaction or that would reasonably be expected to lead to a Competing Transaction, specifying (x) the material terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements, (y) the identity of the party making such proposal or offer or inquiry or contact, and (z) whether the Company has any intention to provide confidential information to such person. The Company shall keep Parent informed, on a reasonably current basis (and in any event within forty-eight (48) hours of the occurrence of any material changes, developments, discussions or negotiations), of the status and terms of any such proposal, offer, inquiry, contact or request and of any material changes in the status and terms of any such proposal, offer, inquiry, contact or request (including the material terms and conditions thereof). Without limiting the foregoing, the Company shall (A) promptly notify Parent orally and in writing if it determines to initiate actions concerning a proposal, offer, inquiry, contact or request, in each case as permitted by this Section 6.04, and (B) provide Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of the Company Board or members of the Independent Committee) of any meeting of the Company Board or Independent Committee at which the Company Board or Independent Committee, as applicable, is reasonably expected to consider any Competing Transaction. The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction.

No Solicitation of Transactions. (a) The Until the earlier of the Effective Time and the termination of this Agreement pursuant to ‎Article 8, except pursuant to ‎Section 6.03(b), the Company agrees that neither it nor any Subsidiary of its Subsidiaries will, and the Company shall use that it will cause its reasonable best efforts to cause their respective directorsand its Subsidiaries’ Representatives (including any investment banker, officers, employees, agents, investment bankers, attorneys, accountants, other advisors attorney or representatives (such persons, together with Subsidiaries, collectively, the “Company Representatives”accountant retained by any Group Company) not to to, in each case, directly or indirectly, (i) solicit, initiate or initiate, knowingly encourage (including by way of furnishing non-public informationnonpublic information with respect to any Group Company), or take any other action to knowingly facilitate the making of facilitate, any Acquisition Proposalinquiry, proposal or offer (including any proposal or offer to its shareholders) that constitutes or would reasonably be expected to result in any Competing Transaction, or (ii) enter intoengage in, continue or otherwise engage or participate in any discussions or negotiations regardingwith, or furnish to provide any person, any nonpublic information with respect to any Group Company to, any Third Party in furtherance of or otherwise knowingly cooperatein order to obtain any inquiry, encourage or facilitate any effort or attempt to make or implement any proposal or inquiry offer that constitutes, constitutes or could would reasonably be expected to result in, an Acquisition Proposalin any Competing Transaction, (iii) agree to, approve, endorse endorse, recommend or recommendconsummate, or propose publicly to approve, endorse enter into any letter of intent or recommendContract (other than an Acceptable Confidentiality Agreement) or commitment contemplating or otherwise relating to, any Acquisition Proposalproposal or offer that constitutes or would reasonably be expected to result in any Competing Transaction, (iv) grant any waiver, amendment or release under any standstill, confidentiality or similar agreement or Takeover Statutes, or (ivv) submit agree or authorize to a vote do any of its stockholders, approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement amalgamation agreement, scheme of arrangement or other similar agreement relating to any Acquisition Proposal (other than a Qualifying Confidentiality Agreement in accordance with Section 7.05(b))the foregoing. The Company shall, and shall cause its Subsidiaries and the Representatives of the Company and its Subsidiaries to, immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties Third Parties conducted heretofore with respect to an Acquisition Proposal. The a Competing Transaction or any inquiry, proposal or offer that would reasonably be expected to result in a Competing Transaction and immediately revoke or withdraw access of any Third Party to any nonpublic information concerning any Group Company shall not release any third party fromand request, and use its reasonable efforts to cause, all such Third Parties to promptly return or waive any provision of, any confidentiality or standstill agreement to which it is a partydestroy all such nonpublic information.

No Solicitation of Transactions. (a) The Company agrees that neither it nor no Group Company and none of the directors or officers of any Subsidiary willGroup Company shall, and the Company that it shall use direct its reasonable best efforts to cause their respective directorsand its Subsidiaries’ Representatives (including, officerswithout limitation, employeesany investment banker, agentsattorney or accountant retained by it or any Group Company), investment bankersnot to, attorneysin each case, accountantsdirectly or indirectly, other advisors or representatives (such persons, together with Subsidiaries, collectively, the “Company Representatives”) not to (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public informationinformation in a manner designed to encourage), or take any other action designed to knowingly facilitate facilitate, any inquiries or the making of any Acquisition Proposalproposal or offer (including, (ii) enter intowithout limitation, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any person, any information with respect to, or otherwise knowingly cooperate, encourage or facilitate any effort or attempt to make or implement any proposal or inquiry offer to its shareholders) that constitutes, or could would reasonably be expected to result in, an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommendlead to, any Acquisition Proposal, or (ivii) submit enter into, maintain or continue discussions or negotiations with, or provide any nonpublic information relating to a vote of its stockholdersany Group Company or the Transactions to, any person or entity in connection with, or in order to obtain, an Acquisition Proposal, or (iii) agree to, approve, adopt, endorse or recommend (or publicly propose to agree to approve, adopt, endorse or recommend, or publicly announce an intention to approve, endorse or recommend) any Acquisition Proposal, or enter into, into any letter of intent, agreement in principleContract, merger agreementcommitment or obligation contemplating or otherwise relating to, acquisition agreementor consummate, option agreement amalgamation agreement, scheme of arrangement or other similar agreement relating to any Acquisition Proposal (in each case, other than a Qualifying Confidentiality Agreement in accordance with to the extent permitted pursuant to Section 7.05(b6.04(c)), or (iv) authorize or permit any of the officers, directors or Representatives of any Group Company to take any action set forth in clauses (a)(i) – (a)(iii) of this Section 6.04. The Company shall notify Parent in writing as promptly as practicable (and in any event within forty-eight (48) hours after the Company attains knowledge) of any proposal or offer, or any request for information or other inquiry or request, that could reasonably be expected to lead to an Acquisition Proposal, specifying (x) the material terms and conditions thereof and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements, (y) the identity of the party making such proposal or offer or inquiry or contact, and (z) whether the Company has determined to provide confidential information to such person. The Company shall keep Parent informed, on a reasonably current basis (and in any event within forty-eight (48) hours of the occurrence of any material changes, developments, discussions or negotiations) of the status and terms of any such proposal, offer, inquiry, contact or request and of any material changes in the status and terms of any such proposal, offer, inquiry, contact or request (including the material terms and conditions thereof) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements. The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal. The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Third Party which prohibits the Company from providing such information to Parent, or release any third party Third Party from, or waive any provision of, any confidentiality or standstill agreement to which it is a partyin connection with an Acquisition Proposal.

No Solicitation of Transactions. (a) The Subject to and without limiting the provisions of Section 5.4(b), from and after the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VII, the Company agrees that neither it nor any Subsidiary willshall not, and shall cause the Company Subsidiaries and the Company shall use its reasonable best efforts to cause their respective directorsRepresentatives not to, officers, employees, agents, investment bankers, attorneys, accountants, other advisors directly or representatives (such persons, together with Subsidiaries, collectively, the “Company Representatives”) not to indirectly: (i) solicitinitiate, initiate solicit or knowingly encourage (including by way of furnishing non-public providing information)) or facilitate the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or take any other action would reasonably be expected to knowingly facilitate the making of lead to, any Acquisition Proposal, (ii) enter into, continue Proposal or otherwise engage or participate in any discussions or negotiations regardingor otherwise cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations, (ii) furnish to any personPerson any nonpublic information in connection with an Acquisition Proposal or any inquiry, any information with respect to, or otherwise knowingly cooperate, encourage or facilitate any effort or attempt to make or implement any proposal or inquiry offer that constitutes, or could would reasonably be expected to result in, lead to an Acquisition Proposal, (iii) approve, endorse approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal, (iv) withdraw, change, amend, modify or qualify, or propose publicly to approvewithdraw, endorse change, amend, modify or recommendqualify, in a manner adverse to Parent or Merger Sub, the Company Board Recommendation, (v) enter into any Acquisition Proposalmerger agreement, or (iv) submit to a vote of its stockholders, approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, or enter into, any letter of intent, agreement in principle, merger share purchase agreement, acquisition asset purchase agreement, share exchange agreement, option agreement amalgamation agreement, scheme of arrangement or other similar agreement relating to any an Acquisition Proposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or (other than vi) resolve, propose or agree to do any of the foregoing (any action or failure to act set forth in the foregoing clauses (iii) or (iv), a Qualifying Confidentiality Agreement in accordance with Section 7.05(b)“Change of Board Recommendation”). The Company shall immediately shall cease and cause to be terminated all existing discussions any activities, discussion or negotiations negotiation with any parties Persons conducted heretofore theretofore by the Company, the Company Subsidiaries or any Company Representatives with respect to an any Acquisition Proposal. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party.Table of Contents

No Solicitation of Transactions. (a) The Company agrees that neither it nor any Subsidiary willSubject to Section 6.03(b) (and, and in the case of Section 6.03(a)(v), subject to Section 6.03(d)), the Company shall use not, and shall not permit any of the Company Subsidiaries or any of its reasonable best efforts to cause or their respective directorsRepresentatives to, officersdirectly or indirectly, employees, agents, investment bankers, attorneys, accountants, other advisors or representatives (such persons, together with Subsidiaries, collectively, the “Company Representatives”) not to (i) solicit, initiate initiate, or knowingly encourage or knowingly facilitate (including by way of furnishing non-public information)information or data, or take affording access to the books, records or employees of the Company) any other action inquiry, proposal or offer with respect to, or the making, announcement or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that would reasonably be expected to knowingly facilitate the making of any lead to an Acquisition Proposal, (ii) enter into, continue or otherwise engage or participate in furnish any discussions or negotiations regardingnonpublic information regarding an Acquisition Proposal to any person that has made, or furnish to any person, any information with respect to, or otherwise knowingly cooperate, encourage or facilitate any effort or attempt to make or implement any proposal or inquiry that constitutes, or could would reasonably be expected to result inmake, an Acquisition Proposal, (iii) approveenter into, endorse continue or recommend, otherwise participate in any discussions or propose publicly to approve, endorse or recommend, negotiations regarding any Acquisition Proposal, or (iv) submit take any action to a vote make the provisions of its stockholdersany takeover laws inapplicable to any transaction contemplated by an Acquisition Proposal, approve, endorse (v) cause or recommend, or publicly announce an intention permit the Company to approve, endorse or recommend, or enter into, into any letter of intent, memorandum or understanding, agreement in principle, acquisition agreement, merger agreement, acquisition option agreement, option agreement amalgamation joint venture agreement, scheme of arrangement partnership agreement or other similar agreement relating (each, an “Alternative Acquisition Agreement”) constituting or directly related to, or which is intended to or is reasonably likely to lead to, any Acquisition Proposal (other than a Qualifying any Acceptable Confidentiality Agreement in accordance with Agreements) or (vi) propose publicly to do any of the foregoing related to an Acquisition Proposal. Subject to Section 7.05(b6.03(b)). The , (A) the Company shall, and shall cause each of the Company Subsidiaries and its and their Representatives to, (x) immediately shall cease and cause to be terminated all existing solicitations and encouragements from, or discussions or negotiations with with, any parties person conducted by any of the Company Group or any of their Representatives, heretofore with respect to an any Acquisition Proposal. The Proposal and (y) promptly request any such person to promptly return or destroy all confidential information concerning the Company Group in accordance with the confidentiality agreement to which such person is bound or subject and (B) the Company shall not terminate, waive, amend, release any third party from, or waive modify any provision of, or grant any confidentiality permission, waiver or request under, any confidentiality, standstill or similar agreement to which it or any of the Company Subsidiaries is a partyparty with respect to or in contemplation of any Acquisition Proposal; provided, however, that nothing in this Section 6.03 shall prohibit the Company from rendering inapplicable, exempting or taking any action to render inapplicable or exempt any person from any standstill agreement or similar arrangement.

No Solicitation of Transactions. (a) The Company agrees that neither it nor any Subsidiary will, and the Company shall use its reasonable best efforts to cause their respective directors, officers, employees, agents, investment bankers, attorneys, accountants, other advisors or representatives (such persons, together with Subsidiaries, collectively, the “Company Representatives”) not to (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information), or take any other action to knowingly facilitate the making of any Acquisition Proposal, (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any person, any non-public information with respect to, or otherwise knowingly cooperate, encourage or facilitate any effort or attempt to make or implement any proposal or inquiry that constitutes, or could reasonably be expected to result in, an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, or (iv) submit to a vote of its stockholders, approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement amalgamation agreement, scheme of arrangement or other similar agreement relating to any Acquisition Proposal (other than a Qualifying Confidentiality Agreement in accordance with Section 7.05(b)). The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal. The Company shall not, and shall cause its Subsidiaries not to, release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party., and will immediately take all steps necessary to terminate any express approval that may have heretofore been given under any such confidentiality or standstill agreements authorizing any third party to make an Acquisition Proposal. 56

No Solicitation of Transactions. (a) The Company shall, and shall direct and cause its directors, officers, employees, representatives and other agents to, immediately cease and terminate any discussions or negotiations with any Persons that may have been conducted heretofore with respect to a Competing Transaction. The Company agrees that neither it nor any Subsidiary of its directors, officers or employees will, and the Company shall use that it will instruct and cause its reasonable best efforts to cause their respective directors, officers, employees, agentsadvisors and other representatives and agents (including any investment banker, investment bankers, attorneys, accountants, other advisors attorney or representatives (such persons, together with Subsidiaries, collectively, the “Company Representatives”accountant retained by it) not to to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public nonpublic information), or take any other action to knowingly facilitate facilitate, any inquiries or the making of any Acquisition Proposalproposal or offer (including any proposal or offer to its shareholders) that constitutes, or may reasonably be expected to lead to, any Competing Transaction, (ii) enter into, into or maintain or continue or otherwise engage or participate in any discussions or negotiations regarding, with any Person in furtherance of such inquiries or furnish to any person, any information with respect to, or otherwise knowingly cooperate, encourage or facilitate any effort or attempt to make or implement any obtain a proposal or inquiry that constitutes, or could reasonably be expected to result in, an Acquisition Proposaloffer for a Competing Transaction, (iii) agree to, approve, endorse or recommendrecommend any Competing Transaction or enter into any letter of intent or other contract, agreement or propose publicly commitment contemplating or otherwise relating to approve, endorse or recommend, any Acquisition ProposalCompeting Transaction, or (iv) submit to a vote authorize or permit any of its stockholdersthe officers, approve, endorse directors or recommendemployees of the Company, or publicly announce an intention to approveany investment banker, endorse or recommendfinancial advisor, or enter intoattorney, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement amalgamation agreement, scheme of arrangement accountant or other similar agreement relating representative retained by or agent of the Company, to take any Acquisition Proposal (other than a Qualifying Confidentiality Agreement in accordance with Section 7.05(b)). The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposalsuch action. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a partyparty and the Company also agrees to promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring (whether by merger, acquisition of stock or assets or otherwise) the Company to return (or if permitted by the applicable confidentiality agreement, destroy) all confidential information heretofore furnished to such Person by or on behalf of the Company.

No Solicitation of Transactions. Each Member, severally and not jointly, agrees not to, directly or indirectly, through any officer, director, representative, agent or otherwise, (a) The Company agrees that neither it nor any Subsidiary willinitiate, and the Company shall use its reasonable best efforts to cause their respective directors, officers, employees, agents, investment bankers, attorneys, accountants, other advisors or representatives (such persons, together with Subsidiaries, collectively, the “Company Representatives”) not to (i) solicit, initiate facilitate or knowingly encourage (including by way of furnishing non-public information), directly or take any other action to knowingly facilitate the making of any Acquisition Proposalindirectly, (ii) enter into, continue whether publicly or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any personotherwise, any information inquiries, offers or proposals with respect to, or otherwise knowingly cooperatethe making of, encourage any Company Acquisition Proposal (or facilitate any effort or attempt to make or implement any proposal or inquiry that constitutes, or could would reasonably be expected to result encourage or lead to a Company Acquisition Proposal), (b) engage in any negotiations or discussions concerning, or provide access to or furnish non-public information regarding, a Company’s or any Company Subsidiary’s properties, assets, personnel, books or records or any Confidential Information or data to, any person relating to a Company Acquisition Proposal (or that would reasonably be expected encourage or lead to a Company Acquisition Proposal), (c) enter into, engage in or maintain discussions or negotiations with respect to any Company Acquisition Proposal (or inquiries, proposals or offers or other communications that would reasonably be expected to encourage or lead to any Company Acquisition Proposal) or otherwise cooperate with or assist or participate in, an Acquisition Proposalor facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations, (iiid) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal, (e) approve, endorse, recommend, execute or enter into any agreement, arrangement or understanding, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, business combination agreement, transaction agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Company Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to a Company Acquisition Proposal, or (ivf) submit resolve or agree to a vote do any of the foregoing actions or otherwise authorize or permit any of its stockholdersrepresentatives to take any such action. Each Member shall, approveand shall instruct and cause its representatives and agents to, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement amalgamation agreement, scheme of arrangement or other similar agreement relating to any Acquisition Proposal (other than a Qualifying Confidentiality Agreement in accordance with Section 7.05(b)). The Company immediately shall cease and cause to be terminated all existing any solicitations, discussions or negotiations with any parties conducted heretofore (other than the parties to the BCA and their respective representatives) in connection with respect a Company Acquisition Proposal (other than the Transactions) and each Member acknowledges that any action taken by it or any representative of it inconsistent with the restrictions set forth in this Section 3, whether or not such representative is purporting to an Acquisition Proposal. The Company act on the such Member’s behalf, shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement be deemed to which it is constitute a partybreach of this Section 3 by such Member.

No Solicitation of Transactions. (a) The Company agrees that neither it nor any Subsidiary will, and the Company shall use its reasonable best efforts to cause their respective directors, officers, employees, agents, investment bankers, attorneys, accountants, other advisors or representatives (such persons, together with Subsidiaries, collectively, the “Company Representatives”) not to (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information), or take any other action to knowingly facilitate the making of any Acquisition Proposal, (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any person, any non-public information with respect to, or otherwise knowingly cooperate, encourage or facilitate any effort or attempt to make or implement any proposal or inquiry that constitutes, or could reasonably be expected to result in, an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, or (iv) submit to a vote of its stockholders, approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement amalgamation agreement, scheme of arrangement or other similar agreement relating to any Acquisition Proposal (other than a Qualifying Confidentiality Agreement in accordance with Section 7.05(b)). The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal. The Company shall not, and shall cause its Subsidiaries not to, release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party, and will immediately take all steps necessary to terminate any express approval that may have heretofore been given under any such confidentiality or standstill agreements authorizing any third party to make an Acquisition Proposal.

No Solicitation of Transactions. (a) a. The Company agrees that neither it nor any Subsidiary nor any of the directors or officers of it or any Subsidiary will, and the Company shall use that it will cause its reasonable best efforts to cause their respective directors, officers, employees, and its Subsidiaries’ agents, investment bankers, attorneys, accountants, advisors and other advisors or representatives (such personsincluding, together with Subsidiarieswithout limitation, collectivelyany investment banker, the “Company Representatives”) attorney or accountant retained by it or any Subsidiary), not to to, and shall not authorize or permit its employees to, directly or indirectly: (i) solicit, initiate initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public informationnonpublic information or assistance), or take any other action intended to knowingly facilitate the making of any Acquisition Proposal, (ii) enter into, continue induce or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any personfacilitate, any information inquiries with respect to, or otherwise knowingly cooperatethe making of any indication of interest, encourage or facilitate any effort or attempt to make or implement any proposal or inquiry offer (including, without limitation, any indication of interest, proposal or offer to its stockholders) that constitutes, or could may reasonably be expected to result inlead to, an Acquisition Proposal, any Competing Transaction (as defined below); (ii) enter into or maintain or continue discussions or negotiations with any person or entity in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, or (iv) submit to a vote of its stockholdersagree to, approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, recommend any Competing Transaction or enter into, into any letter of intentintent or other contract, agreement or commitment contemplating or otherwise relating to or reasonably likely to lead to any Competing Transaction (except for a confidentiality agreement as contemplated by Section 6.04(b)(A)(iii)) or enter into any contract, arrangement or agreement in principleprincipal requiring the Company to abandon, merger agreementterminate or fail to consummate the Merger or any other Transaction contemplated by this Agreement or resolve, acquisition agreementpropose or agree to do any of the foregoing; (iv) terminate, option agreement amalgamation agreementamend, scheme of arrangement waive or fail to use commercially reasonable efforts to enforce any rights under any “standstill” or other similar agreement relating between the Company or any of its Subsidiaries and any person, or (v) authorize or permit any of the officers, directors or employees of the Company or any of its Subsidiaries, or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries, to take any Acquisition Proposal such action (the obligations described in the foregoing clauses “(i)” through “(iii)” and the foregoing clause “(v)” (as it relates to the foregoing clauses “(i)” through “(iii)”) shall be referred to herein collectively as the “Specified No Solicitation Obligations”). The Company shall notify Parent as promptly as practicable (and in any event within twenty-four hours after the Company attains knowledge thereof if such knowledge is obtained in writing or one business day if such knowledge is obtained in any other than manner), orally and in writing, if any proposal or offer, or any inquiry or contact with any person with respect thereto, regarding a Qualifying Confidentiality Agreement Competing Transaction is made, such notice to include the identity of the person making any such inquiry, request, proposal or expression of interest and the material terms and conditions of such inquiry, request, proposal or expression of interest (including, if in accordance with Section 7.05(b)written form, a copy of such inquiry, request, proposal or expression of interest). The Company immediately shall cease and cause to be terminated all existing activities, discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposalor which would reasonably be expected to lead to a Competing Transaction. The Company shall not release promptly request each person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring (whether by merger, acquisition of stock or assets or otherwise) the Company or any Subsidiary, if any, to return (or if permitted by the applicable confidentiality agreement, destroy) all confidential information heretofore furnished to such person by or on behalf of the Company or any Subsidiary. Any violation of this Section 6.04 by any representative of the Company, or by any Subsidiary or representative of any Subsidiary of the Company, shall constitute a breach hereof by the Company. For the avoidance of doubt, the fact that a representative of the Company has referred a third party fromto a publicly filed copy of this Agreement, or waive any provision ofwithout more, any confidentiality or standstill agreement to which it is shall not in itself be deemed a partybreach of the Specified No Solicitation Obligations.

No Solicitation of Transactions. (a) The Except as set forth in Section 6.04(c), the Company agrees that neither it nor any Subsidiary of its Subsidiaries nor any of the directors, officers or employees of any Group Company will, and that it will direct the Company shall use its reasonable best efforts to cause their Group Companies’ respective directorsaffiliates, officers, directors, employees, agents, consultants, investment bankers, attorneys, accountants, accountants or other advisors or representatives (such persons, together with Subsidiaries, collectively, the “Company Representatives”) ), not to to, in each case, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public informationinformation with respect to any Group Company), or take any other action to knowingly facilitate facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (ii) enter into, maintain or continue or otherwise engage or participate in any discussions or negotiations regardingwith, or furnish to provide any person, any non-public information with respect to any Group Company to, or otherwise knowingly cooperate, encourage or facilitate any effort or attempt to make or implement any proposal or inquiry that constitutes, or could reasonably be expected to result in, an Person in furtherance of such Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, or (iv) submit to a vote of its stockholdersagree to, approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, recommend any Acquisition Proposal or enter into, into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement amalgamation agreement, scheme of arrangement intent or other similar agreement Contract or commitment contemplating or otherwise relating to any Acquisition Proposal (other than a Qualifying any Acceptable Confidentiality Agreement in accordance with to the extent permitted under Section 7.05(b6.04(b)). The Company immediately shall cease and cause to be terminated all existing discussions , or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal. The Company shall not (iv) release any third party Third Party from, or waive any provision of, any confidentiality or standstill agreement to which it the Company is a party. The Company shall notify Parent as promptly as practicable (and in any event within twenty-four (24) hours after the Company has knowledge thereof), orally and in writing, of any written Acquisition Proposal or any offer proposal that would reasonably be expected to lead to an Acquisition Proposal, specifying (x) the material terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements, (y) the identity of the party making such proposal or offer or inquiry or contact and (z) whether the Company has any intention to provide nonpublic information to such party. The Company shall keep Parent informed, on a reasonably current basis (and in any event within twenty-four (24) hours of the occurrence of any material changes, developments, discussions or negotiations) of the status and terms of any such proposal, offer, inquiry, contact or request and of any material changes in the status and terms of any such proposal, offer, inquiry, contact or request (including the material terms and conditions thereof). Without limiting the foregoing, the Company shall (A) promptly notify Parent orally and in writing if it determines to initiate actions concerning an Acquisition Proposal, in each case as permitted under this Section 6.04 and (B) provide Parent with forty-eight (48) hours’ prior notice of any meeting of the Company Board or the Special Committee (or such shorter prior notice as actually provided to the Company Board or the Special Committee), as applicable, that is reasonably expected to consider any Acquisition Proposal. Immediately upon the execution and delivery of this Agreement, the Company shall cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal (other than, prior to the receipt of the Requisite Company Vote, the Existing Proposal).

No Solicitation of Transactions. (a) a. The Company agrees that neither it nor any Subsidiary nor any of the directors or officers of it or any Subsidiary will, and the Company shall use that it will cause its reasonable best efforts to cause their respective directors, officers, employees, and its Subsidiaries' agents, investment bankers, attorneys, accountants, advisors and other advisors or representatives (such personsincluding, together with Subsidiarieswithout limitation, collectivelyany investment banker, the “Company Representatives”) attorney or accountant retained by it or any Subsidiary), not to to, and shall not authorize or permit its employees to, directly or indirectly: (i) solicit, initiate initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public informationnonpublic information or assistance), or take any other action intended to knowingly facilitate the making of any Acquisition Proposal, (ii) enter into, continue induce or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any personfacilitate, any information inquiries with respect to, or otherwise knowingly cooperatethe making of any indication of interest, encourage or facilitate any effort or attempt to make or implement any proposal or inquiry offer (including, without limitation, any indication of interest, proposal or offer to its stockholders) that constitutes, or could may reasonably be expected to result inlead to, an Acquisition Proposal, any Competing Transaction (as defined below); (ii) enter into or maintain or continue discussions or negotiations with any person or entity in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, or (iv) submit to a vote of its stockholdersagree to, approve, endorse or recommend, or publicly announce an intention to approve, endorse or recommend, recommend any Competing Transaction or enter into, into any letter of intentintent or other contract, agreement or commitment contemplating or otherwise relating to or reasonably likely to lead to any Competing Transaction (except for a confidentiality agreement as contemplated by Section 6.04(b)(A)(iii)) or enter into any contract, arrangement or agreement in principleprincipal requiring the Company to abandon, merger agreementterminate or fail to consummate the Merger or any other Transaction contemplated by this Agreement or resolve, acquisition agreementpropose or agree to do any of the foregoing; (iv) terminate, option agreement amalgamation agreementamend, scheme of arrangement waive or fail to use commercially reasonable efforts to enforce any rights under any “standstill” or other similar agreement relating between the Company or any of its Subsidiaries and any person, or (v) authorize or permit any of the officers, directors or employees of the Company or any of its Subsidiaries, or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries, to take any Acquisition Proposal such action (the obligations described in the foregoing clauses “(i)” through “(iii)” and the foregoing clause “(v)” (as it relates to the foregoing clauses “(i)” through “(iii)”) shall be referred to herein collectively as the “Specified No Solicitation Obligations”). The Company shall notify Parent as promptly as practicable (and in any event within twenty-four hours after the Company attains knowledge thereof if such knowledge is obtained in writing or one business day if such knowledge is obtained in any other than manner), orally and in writing, if any proposal or offer, or any inquiry or contact with any person with respect thereto, regarding a Qualifying Confidentiality Agreement Competing Transaction is made, such notice to include the identity of the person making any such inquiry, request, proposal or expression of interest and the material terms and conditions of such inquiry, request, proposal or expression of interest (including, if in accordance with Section 7.05(b)written form, a copy of such inquiry, request, proposal or expression of interest). The Company immediately shall cease and cause to be terminated all existing activities, discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposalor which would reasonably be expected to lead to a Competing Transaction. The Company shall not release promptly request each person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring (whether by merger, acquisition of stock or assets or otherwise) the Company or any Subsidiary, if any, to return (or if permitted by the applicable confidentiality agreement, destroy) all confidential information heretofore furnished to such person by or on behalf of the Company or any Subsidiary. Any violation of this Section 6.04 by any representative of the Company, or by any Subsidiary or representative of any Subsidiary of the Company, shall constitute a breach hereof by the Company. For the avoidance of doubt, the fact that a representative of the Company has referred a third party fromto a publicly filed copy of this Agreement, or waive any provision ofwithout more, any confidentiality or standstill agreement to which it is shall not in itself be deemed a partybreach of the Specified No Solicitation Obligations.