Common use of No Solicitation of Transactions Clause in Contracts

No Solicitation of Transactions. (a) GSM shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Competing Proposal. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 9, GSM shall not, and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information) or take any other action intended to facilitate the making of any proposal which constitutes, or would reasonably be expected to lead to, any Competing Proposal, or (ii) engage in any discussions or negotiations or cooperate in any way with any Person with respect to any inquiries regarding, or the making of, a Competing Proposal; provided, however, that (x) GSM may ascertain facts from the Person making any Competing Proposal for the sole purpose of the GSM Board informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the GSM Shareholder Approval and following the receipt of a Competing Proposal that is or would reasonably be expected to lead to a Superior Proposal, the GSM Board determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would be inconsistent with its fiduciary duties under applicable Law, GSM may, in response to such Competing Proposal, and subject to compliance with Section 7.4(c), (A) furnish information with respect to GSM to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement (provided that all such information has previously been provided to FA or is provided to FA prior to or substantially concurrent with the time it is provided to such Person), and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 7.4, GSM shall not, and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 9, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal (an “Alternative Acquisition Agreement”); (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the GSM Board determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be inconsistent with its fiduciary duties under applicable Law), or (4) publicly propose to do any of the foregoing.

No Solicitation of Transactions. (a) GSM shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Competing Proposal. From Each of Pubco and the Company agree that, from the date hereof of this Agreement until the earlier of (x) the Effective Time Closing Date or (y) the date of termination of on which this Agreement in accordance with Article 9is terminated (the “Pre-Closing Period”), GSM shall not, and shall cause neither it nor any of its Subsidiaries not toshall, and nor shall instruct and use it or any of its commercially reasonable efforts to cause Subsidiaries authorize any of its Representatives not to, directly or indirectly, : (i) solicit, initiate or knowingly encourage (including by way encourage, induce or facilitate the communication, making, submission or announcement of furnishing non-public information) any Acquisition Proposal or Acquisition Inquiry or take any other action intended to facilitate the making of any proposal which constitutes, or would that could reasonably be expected to lead to, any Competing Proposal, to an Acquisition Proposal or Acquisition Inquiry; (ii) furnish any non-public information regarding such party to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry; (iii) engage in any discussions or negotiations or cooperate in any way with any Person with respect to any inquiries regardingAcquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal (subject to Section 7.01(e)); (v) execute or enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction; or (vi) publicly propose to do any of the making of, a Competing Proposalforegoing; provided, however, that that, notwithstanding anything contained in this Section 7.02(a) (xbut subject to compliance with this Section 7.02(a)) GSM may ascertain facts from the Person making or any Competing Proposal for the sole purpose other provision of the GSM Board informing itself about the terms of such Competing Proposal and the Person that made it and (y) ifthis Agreement, prior to obtaining the GSM Shareholder Pubco Stockholder Approval at the Special Meeting, Pubco may furnish non-public information to, enter into or engage in discussions or negotiations with, execute or enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction, and following publicly propose to do any of the receipt of a Competing Proposal that is or would reasonably be expected to lead foregoing with any Person in response to a Superior Proposalbona fide, unsolicited written Acquisition Proposal or Acquisition Inquiry by such Person which the GSM Pubco Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer if: (A) neither Pubco nor any of its Representative shall have breached this Section 7.02(a) in any material respect; (B) the Pubco Board determines in good faith, after consultation with its outside legal counsel, that a the failure to take such action with respect to such Competing Proposal, as applicable, would be inconsistent with its fiduciary duties under applicable Law; (C) Pubco receives from such Person an executed confidentiality agreement containing provisions (including nondisclosure provisions, GSM mayuse restrictions, non-solicitation provisions and no hire provisions) at least as favorable to Pubco as those contained in response the Confidentiality Agreement; and (D) substantially contemporaneously with furnishing any such nonpublic information to such Competing ProposalPerson, and subject to compliance with Section 7.4(c), (A) furnish Pubco furnishes such nonpublic information with respect to GSM to the Person making such Competing Proposal pursuant Company (to an Acceptable Confidentiality Agreement (provided that all the extent such information has not been previously been provided to FA or is provided to FA prior to or substantially concurrent with the time it is provided to such Person), and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted furnished by this Section 7.4, GSM shall not, and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 9, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal (an “Alternative Acquisition Agreement”); (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than Pubco to the extent Company). Without limiting the GSM Board determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be inconsistent with its fiduciary duties under applicable Law), or (4) publicly propose to do any generality of the foregoing, each of the Company and Pubco acknowledges and agrees that, in the event any Representative of such party (whether or not such Representative is purporting to act on behalf of such party) takes any action that, if taken by such party, would constitute a breach of this Section 7.02(a) by such party, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 7.02(a) by such party for purposes of this Agreement.

No Solicitation of Transactions. (a) GSM The Company shall, and shall cause the Company Subsidiaries and use reasonable best efforts to cause its and their officers, directors, employees, affiliates, advisors and representatives to, (i) immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Competing Takeover Proposal, seek to have returned to the Company (or destroyed) any confidential information that has been provided in any such discussions or negotiations and (ii) take such action as is reasonably necessary to enforce any standstill or similar agreement to which it is a party or of which it is a beneficiary, unless in the case of subsection (ii) the Company Board reasonably determines based on the advice of outside counsel that taking such action would reasonably be expected to cause the Company Board to breach its fiduciary duties under applicable Law. From the date hereof until hereof, the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 9, GSM Company shall not, and nor shall cause it permit any Company Subsidiary to, nor shall it authorize or permit any of its Subsidiaries not toofficers, directors, employees or affiliates, and shall instruct and use its commercially reasonable best efforts not to cause its Representatives not permit any investment banker, financial advisor, attorney, accountant or other representative retained by it or any Company Subsidiary to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information) ), or knowingly take any other action intended designed to facilitate facilitate, any inquiries or the making of any proposal which constitutes, or would may reasonably be expected to lead to, any Competing Takeover Proposal, or (ii) engage participate in any discussions or negotiations or cooperate in regarding any way with any Person with respect to any inquiries regardingTakeover Proposal, or (iii) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the making of, a Competing ProposalDGCL; provided, however, notwithstanding anything contained herein to the contrary, that (x) GSM may ascertain facts from the Person making if, at any Competing Proposal for the sole purpose time prior to receipt of the GSM Board informing itself about the terms of such Competing Proposal and the Person that made it and (y) ifStockholder Approval, prior to obtaining the GSM Shareholder Approval and following the receipt of a Competing Takeover Proposal that is or would is reasonably be expected to lead to a Superior ProposalProposal that in either case was unsolicited and made after the date hereof in circumstances not involving a breach of this Section 6.04, the GSM Company Board determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect do so would reasonably be expected to such Competing Proposal, as applicable, would be inconsistent with cause the Company Board to breach its fiduciary duties under applicable Law, GSM the Company may, in response to such Competing Takeover Proposal, and subject to compliance with Section 7.4(c6.04(c), and, in the case of clauses (B) and (C) that follow, upon three business days advance notice to Parent, (A) request information from the party making such Takeover Proposal for the purpose of the Company Board informing itself about the Takeover Proposal that has been made and the party that made it, (B) furnish non-public information with respect to GSM the Company and the Company Subsidiaries to the Person party making such Competing Takeover Proposal pursuant to a customary confidentiality agreement, provided, that (1) such confidentiality agreement may not include any provision calling for an Acceptable Confidentiality exclusive right to negotiate with the Company or having the effect of prohibiting the Company from satisfying its obligations under this Agreement and (provided that 2) the Company shall promptly (but in no event later than 24 hours after providing such information to any person) provide to Parent all such nonpublic information has previously been provided to FA or is provided to FA prior to or substantially concurrent with the time it is provided delivered to such Person)person (to the extent not previously provided or made available to Parent) after its delivery to the requesting party, and (BC) engage participate in discussions or and negotiations with such Person party regarding such Competing Takeover Proposal. Except as expressly permitted by this Section 7.4, GSM shall not, and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 9, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal (an “Alternative Acquisition Agreement”); (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the GSM Board determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be inconsistent with its fiduciary duties under applicable Law), or (4) publicly propose to do any of the foregoing.

No Solicitation of Transactions. (a) GSM Each of Sarg and Cardinal shall immediately cease cease, and shall cause its respective Subsidiaries and Representatives to immediately cease, any discussions or negotiations with any parties Person that may be ongoing with respect to a Competing Proposal, or that could reasonably be expected to lead to a Competing Proposal, and shall request to have promptly returned or destroyed, as applicable, any information that has been provided to any Person in connection with any such discussions or negotiations that could reasonably be expected to lead to a Competing Proposal. From the date hereof until the earlier of the Effective Time or the date date, if any, of the termination of this Agreement in accordance with Article 97, GSM each of Sarg and Cardinal shall not, and shall cause its respective Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or induce (including by way of furnishing non-public information) information which has not been previously publicly disseminated), or take any other action intended that could reasonably be expected to facilitate facilitate, any inquiries or the making of any proposal which constitutes, or would could reasonably be expected to lead to, any Competing Proposal, or (ii) engage in any discussions or negotiations or cooperate in regarding any way with any Person with respect to any inquiries regarding, or the making of, a Competing Proposal; provided, however, that (x) GSM may ascertain facts from the Person making any Competing Proposal for the sole purpose of the GSM Board informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the GSM Sarg Stockholder Approval (in the case of Sarg) or the Cardinal Shareholder Approval (in the case of Cardinal) and following the receipt of a bona fide written unsolicited Competing Proposal that made after the date hereof and the Sarg Board or the Cardinal Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would could reasonably be expected to lead to a Superior ProposalProposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the GSM Sarg Board or the Cardinal Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would be inconsistent with its the directors’ duties to Sarg under applicable Law (in the case of the Sarg Board) or the directors’ fiduciary duties to Cardinal’s shareholders under applicable LawLaw (in the case of the Cardinal Board), GSM then Sarg or Cardinal may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 7.4(c5.4(c), (A) furnish information with respect to GSM Sarg or Cardinal, as applicable, to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement (provided that all such information has previously been provided to FA or is provided to FA prior to or substantially concurrent with the time it is provided to such Person)Agreement, and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 7.45.4, GSM each of Cardinal and Sarg shall not, and shall cause its their respective Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 97, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal or any proposal or offer that would reasonably be expected to lead to any Competing Proposal (an “Alternative Acquisition Agreement”); (2) take any action to make the provisions of any takeover statute Takeover Statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the GSM Cardinal Board or the Sarg Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be inconsistent with its fiduciary the directors’ duties under applicable Law), or (4) publicly propose to do any of the foregoing. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6.

No Solicitation of Transactions. (a) GSM Each of Velodyne and Ouster shall immediately cease and terminate, and shall cause its respective Subsidiaries and Representatives to immediately cease and terminate, any discussions or negotiations with any parties Person that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Velodyne or Ouster, as applicable, or to have promptly destroyed any confidential information that has been provided by Xxxxxxxx or Ouster in any such discussions or negotiations. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 97, GSM each of Velodyne and Ouster shall not, and shall cause its respective Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or induce (including by way of furnishing non-public information) ), or take any other action intended designed to facilitate facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any Competing Proposal, or (ii) engage in any discussions or negotiations or cooperate in regarding any way with any Person with respect to any inquiries regarding, or the making of, a Competing Proposal; provided, however, that (x) GSM such party may ascertain facts from the Person making any an unsolicited Competing Proposal for the sole purpose of the GSM Velodyne Board or the Ouster Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the GSM Shareholder Velodyne Stockholder Approval (in the case of Velodyne) or the Ouster Stockholder Approval (in the case of Ouster) and following the receipt of a bona fide written Competing Proposal made after the date hereof that the Velodyne Board or Ouster Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would reasonably be expected to lead to a Superior ProposalProposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the GSM Velodyne Board or the Ouster Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would be inconsistent with constitute a breach of its fiduciary duties under applicable Law, GSM Velodyne or Ouster may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 7.4(c5.4(c), (A) furnish information with respect to GSM Velodyne or Ouster, as applicable, to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement (provided that all such information has previously been provided to FA or is provided to FA prior to or substantially concurrent with the time it is provided to such Person)Agreement, and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 7.45.4, GSM each of Ouster and Velodyne shall not, and shall cause its their respective Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 97, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal (an “Alternative Acquisition Agreement”)Proposal; (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the GSM Ouster Board or the Velodyne Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be inconsistent with constitute a breach of its fiduciary duties under applicable Law), or (4) publicly propose to do any of the foregoing. Notwithstanding the foregoing, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 7, Ouster and Velodyne shall not be required to enforce, and shall be permitted to waive, any provision of any exclusivity or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Ouster Board or the Velodyne Board, as applicable. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6.

No Solicitation of Transactions. (a) GSM shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect Notwithstanding anything to a Competing Proposal. From the date hereof until contrary contained in this Agreement but subject to Section 7.3(e), during the earlier of the Effective Time or period beginning on the date of termination of this Agreement in accordance with Article 9and continuing until 11:59 p.m. (New York City time) on July 10, GSM shall not2017 (the "Go Shop Period End Time"), REIT I, the REIT I Subsidiaries and their respective Representatives may and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not have the right to, directly or indirectly, : (i) initiate, solicit, initiate encourage or knowingly encourage (including by way of furnishing non-public information) facilitate any inquiries or take any other action intended to facilitate the making of any proposal which proposal, offer or other action that constitutes, or would may reasonably be expected to lead to, any Competing Acquisition Proposal, including by way of (A) contacting third parties, (B) broadly disseminating public disclosure or (iiC) engage in any discussions providing access to the properties, offices, assets, books, records and personnel of REIT I and the REIT I Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or negotiations or cooperate in any way with any Person with respect to any inquiries regarding, or the making of, a Competing Proposalmore Acceptable Confidentiality Agreements; provided, however, that (x) GSM may ascertain facts from the Person making any Competing Proposal for the sole purpose of the GSM Board informing itself about the terms of such Competing Proposal and the Person that REIT I has previously furnished, made it and (y) if, prior to obtaining the GSM Shareholder Approval and following the receipt of a Competing Proposal that is available or would reasonably be expected to lead to a Superior Proposal, the GSM Board determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect provided access to such Competing Proposal, as applicable, would be inconsistent with its fiduciary duties under applicable Law, GSM may, in response non-public information to REIT II or promptly makes available to REIT II any such Competing Proposal, and subject to compliance with Section 7.4(c), (A) furnish non-public information with respect to GSM to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement (provided that all if such information has was not previously been provided made available to FA REIT II; (ii) enter into, continue or is provided to FA prior to or substantially concurrent with the time it is provided to such Person), and (B) engage otherwise participate in any discussions or negotiations with such any Person regarding such Competing Proposal. Except as expressly permitted by this Section 7.4, GSM shall not, and shall cause its Subsidiaries not relating to, and shall instruct and use its commercially reasonable efforts or in furtherance of such inquiries, proposals, offers or other actions or to cause its Representatives not toobtain, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 9, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal (an “Alternative Acquisition Agreement”); (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; (3iii) terminate, amend, release, modify or knowingly fail to enforce release any provision ofPerson from, or grant any permission, waiver or request underrefrain from enforcing, any standstill agreement entered into by or similar obligation to REIT I or any of the REIT I Subsidiaries; and (iv) disclose to the stockholders of REIT I any information required to be disclosed under applicable party Law; provided, however, that in respect the case of or in contemplation of a Competing Proposal this clause (other than iv), to the extent any such disclosure addresses the GSM approval, recommendation or declaration of advisability by the REIT I Board determines with respect to this Agreement or an Acquisition Proposal, such disclosure shall be deemed to be an Adverse Recommendation Change (as defined in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3Section 7.3(b) would be inconsistent with its fiduciary duties under applicable Law), or (4below) publicly propose to do any if not accompanied by an express public re-affirmation of the foregoing.REIT I Board Recommendation. For purposes of this Agreement, the term "

No Solicitation of Transactions. (a) GSM The Company shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Competing ProposalTakeover Proposal and shall seek to have returned to the Company (or destroyed) any confidential information that has been provided in any such discussions or negotiations. From the date hereof until hereof, the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 9, GSM Company shall not, and nor shall cause its Subsidiaries not it permit any Company Subsidiary to, and nor shall instruct and use it authorize or permit any of its commercially reasonable efforts to cause its Representatives not officers, directors or employees, investment bankers, financial advisors, attorneys, accountants or other representatives retained by it or any Company Subsidiary to, directly or indirectly, (i) solicit, initiate or knowingly initiate, encourage (including by way of furnishing non-public information) information which has not been previously publicly disseminated), or take any other action intended designed to facilitate facilitate, any inquiries or the making of any proposal which constitutes, or would may reasonably be expected to lead to, any Competing Proposal, Takeover Proposal or (ii) engage participate in any discussions or negotiations or cooperate in regarding any way with any Person with respect to any inquiries regarding, or the making of, a Competing Takeover Proposal; provided, however, notwithstanding anything contained herein to the contrary, that (x) GSM may ascertain facts from the Person making any Competing Proposal for the sole purpose of the GSM Board informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the GSM Shareholder Approval and following the receipt of a Competing Takeover Proposal that is or would is reasonably be expected to lead to a Superior ProposalProposal that in either case was unsolicited and made after the date hereof in circumstances not otherwise involving a breach of this Section 6.04, the GSM Company Board determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, do so would be inconsistent with its fiduciary duties under applicable Applicable Law, GSM the Company may, in response to such Competing Proposal, Takeover Proposal and subject to compliance with Section 7.4(c6.04(c), (A) request information from the party making such Takeover Proposal for the purpose of the Company Board informing itself about the Takeover Proposal that has been made and the party that made it, (B) furnish information with respect to GSM the Company to the Person party making such Competing Takeover Proposal pursuant to a customary confidentiality agreement, provided, that (1) such confidentiality agreement may not include any provision calling for an Acceptable Confidentiality Agreement exclusive right to negotiate with the Company and (provided that 2) the Company advises Parent of all such nonpublic information has previously been provided to FA or is provided to FA prior to or substantially concurrent with the time it is provided delivered to such Person)person (not previously provided or made available to Parent) promptly after its delivery to the requesting party, and (BC) engage participate in discussions or negotiations with such Person party regarding such Competing Takeover Proposal. Except as expressly permitted It is agreed that any violation of the restrictions set forth in the preceding sentence by any executive officer, director or investment banker, attorney or other advisor or representative of the Company or any Company Subsidiary shall be deemed to be a breach of this Section 7.4, GSM shall not, and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 9, directly or indirectly (16.04(a) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal (an “Alternative Acquisition Agreement”); (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the GSM Board determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be inconsistent with its fiduciary duties under applicable Law), or (4) publicly propose to do any of the foregoingCompany.

No Solicitation of Transactions. (a) GSM shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect Notwithstanding anything to a Competing Proposal. From the date hereof until contrary contained in this Agreement but subject to Section 7.3(e) and Section 7.3(f), during the earlier of the Effective Time or period beginning on the date of termination of this Agreement in accordance with Article 9and continuing until 11:59 p.m. (New York City time) on May 26, GSM shall not2019 (the “Go Shop Period End Time”), REIT I, the REIT I Subsidiaries and their respective Representatives may and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not have the right to, directly or indirectly, : (i) initiate, solicit, initiate encourage or knowingly encourage (including by way of furnishing non-public information) facilitate any inquiries or take any other action intended to facilitate the making of any proposal which proposal, offer or other action that constitutes, or would may reasonably be expected to lead to, any Competing Acquisition Proposal, including by way of (A) contacting third parties, (B) broadly disseminating public disclosure, or (iiC) engage in any discussions providing access to the properties, offices, assets, books, records and personnel of REIT I and the REIT I Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or negotiations or cooperate in any way with any Person with respect to any inquiries regarding, or the making of, a Competing Proposalmore Acceptable Confidentiality Agreements; provided, however, that (x) GSM may ascertain facts from the Person making any Competing Proposal for the sole purpose of the GSM Board informing itself about the terms of such Competing Proposal and the Person that made it and (y) ifREIT I shall prior to, prior to obtaining the GSM Shareholder Approval and following the receipt of a Competing Proposal that is or would reasonably be expected to lead to a Superior Proposal, the GSM Board determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would be inconsistent with its fiduciary duties under applicable Law, GSM may, in response to such Competing Proposal, and subject to compliance with Section 7.4(c), (A) furnish information with respect to GSM to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement (provided that all such information has previously been provided to FA or is provided to FA prior to or substantially concurrent concurrently with the time it such access or non-public information is provided provided, provide such access and make available such non-public information to such Person)REIT II; (ii) enter into, and (B) engage continue or otherwise participate in any discussions or negotiations with such any Person regarding such Competing Proposal. Except as expressly permitted by this Section 7.4, GSM shall not, and shall cause its Subsidiaries not relating to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not toor in furtherance of such inquiries, from and after the date of this Agreement until the earlier of the Effective Time proposals, offers or the date, if any, on which this Agreement is terminated pursuant to Article 9, directly or indirectly (1) approve, endorse, recommend or enter intoother actions, or publicly propose to approveobtain, endorsean Acquisition Proposal; (iii) release any Person from, recommend or enter intorefrain from enforcing, any letter of intentconfidentiality, memorandum of understanding, agreement in principle, acquisition agreement, merger standstill agreement or similar definitive agreement obligation to REIT I or any of the REIT I Subsidiaries; and (other than an Acceptable Confidentiality Agreementiv) with respect disclose to stockholders of REIT I any Competing Proposal information required to be disclosed under applicable Law; provided, however, that in the case of this clause (an “Alternative Acquisition Agreement”iv); (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent any such disclosure addresses the GSM Board determines in good faith after consultation with its outside legal counselMerger or an Acquisition Proposal, that failure such disclosure shall be deemed to take any be an Adverse Recommendation Change if such disclosure has the effect of such actions under clause (3) would be inconsistent with its fiduciary duties under applicable Law)withdrawing or adversely modifying, or (4) does not expressly restate and publicly propose to do any reaffirm, the REIT I Board Recommendation. For purposes of this Agreement, the foregoing.term “

No Solicitation of Transactions. (a) GSM Each of Island and Boat shall immediately cease cease, and shall cause its respective Subsidiaries and Representatives to immediately cease, any discussions or negotiations with any parties Person that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing Proposal, and shall request to have returned promptly to Island or Boat, as applicable, any confidential information that has been provided in any such discussions or negotiations. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 97, GSM each of Island and Boat shall not, and shall cause its respective Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or induce (including by way of furnishing non-public information) ), or take any other action intended designed to facilitate facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any Competing Proposal, or (ii) engage in any discussions or negotiations or cooperate in regarding any way with any Person with respect to any inquiries regarding, or the making of, a Competing Proposal; provided, however, that (x) GSM such party may ascertain facts from the Person making any an unsolicited Competing Proposal for the sole purpose of the GSM Island Board or the Boat Board, as applicable, informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the GSM Shareholder Island Stockholder Approval (in the case of Island) or the Boat Stockholder Approval (in the case of Boat) and following the receipt of a bona fide written Competing Proposal made after the date hereof that the Island Board or Boat Board, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or would reasonably be expected to lead to a Superior ProposalProposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of this Section 5.4, the GSM Island Board or the Boat Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would be inconsistent with constitute a breach of its fiduciary duties under applicable Law, GSM Island or Boat may, in response to such Competing Proposal, as applicable, and subject to compliance with Section 7.4(c5.4(c), (A) furnish information with respect to GSM Island or Boat, as applicable, to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement (provided that all such information has previously been provided to FA or is provided to FA prior to or substantially concurrent with the time it is provided to such Person)Agreement, and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 7.45.4, GSM each of Boat and Island shall not, and shall cause its their respective Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 97, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal (an “Alternative Acquisition Agreement”)Proposal; (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; or (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill standstill, confidentiality or similar agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the GSM Boat Board or the Island Board, as applicable, determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be inconsistent with constitute a breach of its fiduciary duties under applicable Law), or (4) publicly propose to do any of the foregoing. For the avoidance of doubt, nothing in this Section 5.4(a) shall relieve any party from its obligations under Section 5.6.

No Solicitation of Transactions. (a) GSM shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect Notwithstanding anything to a Competing Proposal. From the date hereof until contrary contained in this Agreement but subject to Section 7.3(f), during the earlier of the Effective Time or period beginning on the date of termination of this Agreement in accordance with Article 9and continuing until 11:59 p.m. (New York City time) on November 15, GSM shall not2018 (the “Go Shop Period End Time”), SSGT, the SSGT Subsidiaries and their respective Representatives may and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not have the right to, directly or indirectly, : (i) initiate, solicit, initiate encourage or knowingly encourage (including by way of furnishing non-public information) facilitate any inquiries or take any other action intended to facilitate the making of any proposal which proposal, offer or other action that constitutes, or would may reasonably be expected to lead to, any Competing Acquisition Proposal, including by way of (A) contacting third parties, (B) broadly disseminating public disclosure or (iiC) engage in any discussions providing access to the properties, offices, assets, books, records and personnel of SSGT and the SSGT Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or negotiations or cooperate in any way with any Person with respect to any inquiries regarding, or the making of, a Competing Proposalmore Acceptable Confidentiality Agreements; provided, however, that (x) GSM may ascertain facts from the Person making any Competing Proposal for the sole purpose of the GSM Board informing itself about the terms of such Competing Proposal and the Person that SSGT has previously or substantially contemporaneously furnished, made it and (y) if, prior to obtaining the GSM Shareholder Approval and following the receipt of a Competing Proposal that is available or would reasonably be expected to lead to a Superior Proposal, the GSM Board determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect provided access to such Competing Proposalnon-public information to SST II; (ii) enter into, as applicable, would be inconsistent with its fiduciary duties under applicable Law, GSM may, continue or otherwise participate in response to such Competing Proposal, and subject to compliance with Section 7.4(c), (A) furnish information with respect to GSM to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement (provided that all such information has previously been provided to FA or is provided to FA prior to or substantially concurrent with the time it is provided to such Person), and (B) engage in any discussions or negotiations with such any Person regarding such Competing Proposal. Except as expressly permitted by this Section 7.4, GSM shall not, and shall cause its Subsidiaries not relating to, and shall instruct and use its commercially reasonable efforts or in furtherance of such inquiries, proposals, offers or other actions or to cause its Representatives not toobtain, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 9, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal (an “Alternative Acquisition Agreement”); (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; (3iii) terminate, amend, release, modify or knowingly fail to enforce release any provision ofPerson from, or grant any permission, waiver or request underrefrain from enforcing, any standstill agreement entered into by or similar obligation to SSGT or any of the SSGT Subsidiaries; and (iv) disclose to the stockholders of SSGT any information required to be disclosed under applicable party Law; provided, however, that in respect the case of or in contemplation of a Competing Proposal this clause (other than iv), to the extent any such disclosure addresses the GSM approval, recommendation or declaration of advisability by the SSGT Board determines in good faith after consultation with its outside legal counselrespect to this Agreement or an Acquisition Proposal, that failure such disclosure shall be deemed to take any of such actions under clause (3) would be inconsistent with its fiduciary duties under applicable Law), or (4) publicly propose to do any an Adverse Recommendation Change if not accompanied by an express public re-affirmation of the foregoing.SSGT Board Recommendation. For purposes of this Agreement, the term “Go

No Solicitation of Transactions. (a) GSM shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Competing Proposal. From the date hereof until the earlier Each of the Effective Time or the date Company and Zhone agrees that neither it nor any of termination of this Agreement in accordance with Article 9, GSM shall notits Subsidiaries shall, and that it shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Subsidiaries’ Representatives not to, directly or indirectly, : (i) solicitencourage, initiate or knowingly encourage (including by way of furnishing non-public information) initiate, solicit or take any other action intended designed to, or which could reasonably be expected to, facilitate an Acquisition Proposal or the making, submission or announcement of, any Acquisition Proposal, (ii) participate or engage in any discussions or negotiations regarding, or furnish to any person any nonpublic information with respect to, or take any other action to facilitate any inquiries or the making of any proposal which constitutes, that constitutes or would may reasonably be expected to lead to, any Competing Acquisition Proposal, or (iiiii) engage in any discussions or negotiations or cooperate in any way with any Person person with respect to any inquiries regardingAcquisition Proposal, except to notify such person as to the existence of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal with respect to it, or the making of(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 Competing Proposaltransaction contemplated thereby; provided, however, that (x) GSM may ascertain facts from the Person making any Competing Proposal for the sole purpose so long as there has been no breach of the GSM Board informing itself about the terms of such Competing Proposal and the Person that made it and (y) ifthis Section 5.6(a), prior to obtaining the GSM Shareholder Approval and following approval of the receipt Company’s stockholders at the Company Stockholders’ Meeting contemplated by Section 5.4(a) the Company may, or in the case of Zhone, prior to obtaining the approval of Zhone’s stockholders at the Zhone Stockholders’ Meeting contemplated by Section 5.4(b), Zhone may, in response to a Competing written Acquisition Proposal that was not solicited after the date hereof and otherwise in compliance with the obligations under Section 5.6(c), participate in discussions or negotiations with, request clarifications from, or furnish information to, any person which makes such Acquisition Proposal if (x) such action is or would reasonably be expected to lead taken subject to a Superior Proposalconfidentiality agreement containing customary terms and conditions; provided, that if such confidentiality agreement contains provisions that are less restrictive than the GSM comparable provisions of the Confidentiality Agreement, or omits restrictive provisions contained in the Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to be automatically amended to contain in substitution for such comparable provisions such less restrictive provisions, or to omit such restrictive provisions, as the case may be, and in connection with the foregoing, such party agrees not to waive any of the provisions in any such confidentiality agreement without waiving the similar provisions in the Confidentiality Agreement to the same extent, (y) the Company Board or Zhone Board, as applicable, reasonably determines in good faith, after consultation with nationally recognized outside legal counsel (which may be its current outside legal counsel) and financial advisor (which may be its current outside financial advisor), that such Acquisition Proposal is a failure to take action with respect to such Competing ProposalSuperior Proposal and (z) the Company Board or Zhone Board, as applicable, reasonably determines in good faith, after consultation with nationally recognized outside legal counsel (which may be its current outside legal counsel), that failure to take such actions would be inconsistent with its constitute a breach of fiduciary duties under applicable Law. Without limiting the foregoing, GSM may, the parties agree that any violation of the restrictions set forth in response to such Competing Proposal, and subject to compliance with Section 7.4(c), (A) furnish information with respect to GSM to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement (provided that all such information has previously been provided to FA or is provided to FA prior to or substantially concurrent with the time it is provided to such Person), and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 7.45.6(a) by any Representative of a party or any of its Subsidiaries, GSM whether or not such person is purporting to act on behalf of a party, shall notconstitute a breach of this Section 5.6(a). Each of the Company and Zhone shall immediately terminate, and shall cause its Subsidiaries not toand its and its Subsidiaries’ Representatives to immediately terminate, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time all discussions or the datenegotiations, if any, on which this Agreement is terminated pursuant to Article 9, directly or indirectly (1) approve, endorse, recommend or enter intowith any third party with respect to, or publicly propose any that could reasonably be expected to approve, endorse, recommend lead to or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal (an “Alternative Acquisition Agreement”); (2) take any action to make contemplate the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; (3) terminate, amend, release, modify or knowingly fail to enforce any provision possibility of, or grant any permission, waiver or request under, any standstill agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the GSM Board determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be inconsistent with its fiduciary duties under applicable Law), or (4) publicly propose to do any of the foregoingan Acquisition Proposal.

No Solicitation of Transactions. (a) GSM The Company shall, and the Company shall immediately cause its Subsidiaries and the officers, directors, employees, investment bankers, attorneys, representatives, agents and other advisors of the Company and its Subsidiaries (collectively, the “Company Representatives”) to (i) subject to Section 6.04(b), promptly cease any discussions or negotiations with any parties that may be ongoing with respect to a Competing an Acquisition Proposal. From , (ii) not modify, waive, amend or release any standstill, confidentiality or similar agreements entered into prior to the date hereof and (iii) enforce the provisions of any such agreements. Subject to Sections 6.04(b) and (c), until the earlier of the Effective Time or the date of and termination of this Agreement in accordance with pursuant to Article 9VIII, GSM the Company shall not, and nor shall cause the Company permit any of its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its or the Company Representatives not to, directly or indirectly, (iw) solicit, initiate or knowingly encourage (including by way of furnishing non-public informationinformation or providing access to its properties, books, records or personnel) any inquiries regarding, or take any other action intended to facilitate the making of any proposal which or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (x) have any Competing discussions or participate in any negotiations regarding an Acquisition Proposal, or (ii) engage in execute or enter into any discussions agreement, understanding or negotiations or cooperate in any way with any Person arrangement with respect to any inquiries regardingan Acquisition Proposal, or the making ofapprove or recommend or propose to approve or recommend an Acquisition Proposal or any agreement, a Competing understanding or arrangement relating to an Acquisition Proposal; provided, however, that (x) GSM may ascertain facts from the Person making any Competing Proposal for the sole purpose of the GSM Board informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the GSM Shareholder Approval and following the receipt of a Competing Proposal that is or would reasonably be expected to lead to a Superior Proposal, the GSM Board determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would be inconsistent with its fiduciary duties under applicable Law, GSM may, in response to such Competing Proposal, and subject to compliance with Section 7.4(c), (A) furnish information with respect to GSM to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement (provided that all such information has previously been provided to FA or is provided to FA prior to or substantially concurrent with the time it is provided to such Person), and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 7.4, GSM shall not, and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 9, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal (an “Alternative Acquisition Agreement”); (2) take any action to make the provisions of exempt any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal Person (other than Parent and Merger Co) from the restrictions on business combinations contained in Section 203 or otherwise cause such restrictions not to the extent the GSM Board determines in good faith after consultation with its outside legal counsel, that failure apply (or resolve or authorize or propose to take any of such actions under clause (3) would be inconsistent with its fiduciary duties under applicable Law), or (4) publicly propose agree to do any of the foregoingforegoing actions), or (z) except as expressly provided herein, amend or agree to amend the Rights Plan or so as to make it inapplicable to any Acquisition Proposal or redeem or agree to redeem the Rights.

No Solicitation of Transactions. Section 5.8.1 Without limitation on its other obligations under this Agreement, Target shall not, nor shall it authorize or permit any Target Representative or any investment banker, financial advisor or other representative retained by it, directly or indirectly through any other Person (which for purposes of this Section 5.8 shall include any “group” as such term is defined in Section 13(d) of the Exchange Act) to: (a) GSM shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Competing Proposal. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 9, GSM shall not, and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, directly or indirectly, (i) solicit, initiate initiate, facilitate or knowingly encourage (including by way of furnishing non-public informationor disclosing information with respect to Target to any Person) or take any other action intended to facilitate the making of or any proposal which constituteseffort or attempt to make any Target Acquisition Proposal; (b) participate in, continue or would reasonably be expected to lead to, any Competing Proposal, or (ii) engage in resume any discussions or negotiations or cooperate in any way with any Person with respect relating to any inquiries regardingTarget Acquisition Proposal; (c) enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Target Acquisition Proposal or approve or recommend, or publicly propose to approve or recommend, any Target Acquisition Proposal; or (d) or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the making of, a Competing ProposalMerger or any other transaction contemplated by this Agreement or the Ancillary Documents; provided, however, that (x) GSM may ascertain facts from if, at any time prior to the Person making any Competing Proposal for the sole purpose obtaining of the GSM Board informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the GSM Target Shareholder Approval and following the receipt of a Competing Proposal that is or would reasonably be expected to lead to a Superior ProposalApproval, the GSM Target Board determines in good faith, after consultation with outside legal counselcounsel and its financial advisors, that it would otherwise be reasonably likely to constitute a failure to take action with respect to such Competing Proposal, as applicable, would be inconsistent with breach of its fiduciary duties under applicable Lawto the Target Shareholders, GSM Target may, in response to such Competing Proposal, a Target Superior Proposal and subject to compliance with Section 7.4(c), 5.8.2: (Ai) furnish information with respect to GSM Target to the Person making such Competing Target Superior Proposal pursuant to an Acceptable Confidentiality Agreement (provided that all such information has previously been provided to FA or is provided to FA prior to or substantially concurrent with a customary confidentiality agreement the time it is provided benefits of the terms of which are no more favorable to such Person), Person than those in place with Parent; and (Bii) engage participate in discussions or negotiations with respect to such Person regarding such Competing Target Superior Proposal. Except as expressly permitted by this Section 7.4, GSM shall not, and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, from and after the date Upon execution of this Agreement until the earlier of the Effective Time Agreement, Target shall cease immediately and cause to be terminated any and all existing discussions or the date, if any, on which this Agreement is terminated pursuant to Article 9, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, negotiations with any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (Persons other than an Acceptable Confidentiality Agreement) Parent and Merger Sub conducted heretofore with respect to any Competing Target Acquisition Proposal (an “Alternative Acquisition Agreement”); (2) take any action to make the provisions and promptly request that all confidential information with respect thereto furnished on behalf of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; (3) terminate, amend, release, modify Target be returned or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the GSM Board determines in good faith after consultation with its outside legal counsel, that failure to take any of such actions under clause (3) would be inconsistent with its fiduciary duties under applicable Law), or (4) publicly propose to do any of the foregoingdestroyed.

No Solicitation of Transactions. (a) GSM Section 6.4.1 The Company shall, and shall cause each Company Subsidiary, and shall use commercially reasonable efforts to cause the Company Representatives to, immediately cease and cause to be terminated any discussions or negotiations with any parties (other than Parent, Merger Sub and the Parent Representatives) that may be ongoing as of the date hereof with respect to a Competing Takeover Proposal. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 9, GSM The Company shall not, and shall cause its Subsidiaries not to, each Company Subsidiary and shall instruct and use its commercially reasonable efforts to cause its the Company Representatives not to, directly or indirectly, (i) directly or indirectly solicit, initiate initiate, or knowingly encourage any Takeover Proposal, (including ii) enter into any agreement or agreement in principle with respect to a Takeover Proposal or (iii) participate in any way in any negotiations or discussions regarding, or furnish or disclose to any Third Party any information with respect to, any Takeover Proposal; provided, however, that at any time prior to obtaining the Stockholder Approval, in response to a bona fide written Takeover Proposal that was not solicited in violation of this Agreement by way of furnishing non-public information) the Company, a Company Subsidiary or take any other action intended to facilitate a Company Representative, after the making of any proposal which date hereof and that the Company Board determines in good faith constitutes, or would could reasonably be expected to lead to, any Competing Proposal, or (ii) engage in any discussions or negotiations or cooperate in any way with any Person with respect to any inquiries regarding, or the making of, a Competing Proposal; provided, however, that (x) GSM may ascertain facts from the Person making any Competing Proposal for the sole purpose of the GSM Board informing itself about the terms of such Competing Proposal and the Person that made it and (y) if, prior to obtaining the GSM Shareholder Approval and following the receipt of a Competing Proposal that is or would reasonably be expected to lead to a Superior Proposal, the GSM Board determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would be inconsistent with its fiduciary duties under applicable Law, GSM Company may, in response to such Competing Proposal, and subject to compliance with Section 7.4(c)6.4.2, (Ax) furnish information and/or draft agreements with respect to GSM the Company and the Company Subsidiaries to the Person making such Competing Takeover Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) pursuant to an Acceptable Confidentiality Agreement (provided a customary confidentiality agreement; provided, that all such information has and a summary of the material terms of any such draft agreements have previously been provided made available to FA Parent or is provided made available to FA Parent prior to to, or substantially concurrent with concurrently with, the time it is provided to such Person), Person and (By) engage participate in discussions or negotiations with the Person making such Person regarding such Competing Proposal. Except as expressly permitted by this Section 7.4, GSM shall not, and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 9, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Takeover Proposal (an “Alternative Acquisition Agreement”); (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; (3) terminateand its officers, amenddirectors, releaseemployees, modify or knowingly fail to enforce any provision ofaccountants, or grant any permissionconsultants, waiver or request under, any standstill agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the GSM Board determines in good faith after consultation with its outside legal counsel, that failure to take any of advisors, agents and other representatives) regarding such actions under clause (3) would be inconsistent with its fiduciary duties under applicable Law), or (4) publicly propose to do any of the foregoingTakeover Proposal.

No Solicitation of Transactions. (a) GSM Notwithstanding any other provision of this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m., Eastern Standard Time, on February 7, 2010 (the “No-Shop Period Start Date”), the Company and its Representatives shall immediately cease have the right to: (i) solicit written Acquisition Proposals from no more than fifteen (15) Persons, subject to the terms and conditions of this Section 5.6; and (ii) respond to any Person that makes a written Acquisition Proposal, subject to the terms and conditions of this Section 5.6; provided that, in either case, prior to engaging in substantive discussions or negotiations with any parties a Person submitting such an Acquisition Proposal, the Company, after consultation with its Representatives shall make a determination that may be ongoing with respect to a Competing Proposal. From the date hereof until the earlier best of the Effective Time or the date of termination of this Agreement in accordance with Article 9, GSM shall not, and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information) or take any other action intended to facilitate the making of any proposal which constitutes, or would reasonably be expected to lead to, any Competing Proposal, or (ii) engage in any discussions or negotiations or cooperate in any way with any Person with respect to any inquiries regarding, or the making of, a Competing Proposal; provided, however, that Company’s Knowledge: (x) GSM may ascertain facts from the such Person making any Competing Proposal for the sole purpose is reasonably likely to have adequate sources of the GSM Board informing itself about the terms of financing or adequate funds to consummate such Competing Proposal and the Person that made it and Acquisition Proposal, (y) if, prior such Person has stated in writing that it does not propose obtaining financing as a condition to obtaining the GSM Shareholder Approval its obligation to consummate such Acquisition Proposal and following the receipt of a Competing Proposal (z) it is reasonably possible that is or would reasonably be expected to such discussions could lead to a Superior Proposal, the GSM Board determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would be inconsistent with its fiduciary duties under applicable Law, GSM may, in response to such Competing Proposal, and subject to compliance with Section 7.4(c), (A) furnish information with respect to GSM to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement (provided that all such information has previously been provided to FA or is provided to FA prior to or substantially concurrent with the time it is provided to such Person), and (B) engage in discussions or negotiations with . The Company shall not provide any such Person regarding such Competing Proposal. Except as expressly permitted by this Section 7.4, GSM shall not, and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts with access to cause its Representatives not to, from and after the date of this Agreement non-public information until the earlier of preceding criteria are satisfied and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 9, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than applicable Person has executed an Acceptable Confidentiality Agreement) with respect ; provided that the Company shall promptly make available to Parent any material non-public information concerning the Company and its Subsidiaries that is provided to any Competing Person given such access which was not previously made available to Parent. The Company shall require any Person submitting an Acquisition Proposal (an “Alternative Acquisition Agreement”); (2) take to include any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than proposed changes to the extent the GSM Board determines in good faith after consultation with its outside legal counsel, that failure to take any terms of such actions under clause (3) would be inconsistent with its fiduciary duties under applicable Law), or (4) publicly propose to do any of the foregoingthis Agreement.

No Solicitation of Transactions. (a) GSM The Company agrees that (i) it and its officers, directors and employees shall immediately cease any discussions or negotiations with any parties not and (ii) it shall use reasonable best efforts to ensure that may be ongoing with respect to a Competing Proposal. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 9, GSM its agents and representatives shall not, and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, (A) directly or indirectly, (i) solicitinitiate, initiate solicit or knowingly encourage (including by way of furnishing non-public information) or take facilitate any other action intended inquiries relating to facilitate or the making of any proposal which constitutesAcquisition Proposal or (B) directly or indirectly, continue, enter into or would reasonably be expected engage in any negotiations or discussions concerning any Acquisition Proposal with or furnish any information relating to lead the Company or provide access to the properties, books and records or any confidential information or data of the Company to, any Competing person relating to an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act, (ii) engage prior to the Company Stockholders' Approval being obtained, providing access to properties, books and records and providing information or data in any discussions or negotiations or cooperate response to a request therefor by a person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives from the person so requesting such 44 information an executed confidentiality agreement on terms substantially similar to those contained in any way with any Person with respect to any inquiries regardingthe August 20, or the making of, a Competing Proposal; provided, however, that 2001 Confidentiality Agreement (except for (x) GSM may ascertain facts from the Person making any Competing Proposal such changes specifically necessary in order for the sole purpose of the GSM Board informing itself about the terms of such Competing Proposal and the Person that made it Company to be able to comply with its obligations under this Agreement and (y) if, prior to obtaining the GSM Shareholder Approval provisions of Sections 2 and following the receipt 3 of a Competing Proposal that is or would reasonably be expected to lead to a Superior Proposal, the GSM Board determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would be inconsistent with its fiduciary duties under applicable Law, GSM may, in response to such Competing Proposal, and subject to compliance with Section 7.4(c), (AConfidentiality Agreement) furnish information with respect to GSM to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement (provided that all such written information that has not previously been supplied to Parent is also provided to FA or is provided to FA on a prior to or substantially concurrent basis to Parent), or (iii) prior to the Company Stockholders' Approval being obtained, engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Acquisition Proposal; if and only to the extent that in connection with the time it is provided to such Personforegoing clauses (ii) and (iii), and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 7.4, GSM shall not, and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 9, directly or indirectly (1) approvethe Company's Board of Directors (after consultation with its independent legal counsel) determines in good faith that such action is legally required for the Board of Directors to comply with its fiduciary duties to the Company's stockholders under applicable law, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal (an “Alternative Acquisition Agreement”); (2) take any action to make the provisions of any takeover statute inapplicable such Acquisition Proposal is not subject to any transactions contemplated financing contingencies or is, in the good faith judgment of the Company's Board of Directors (after consultation with its financial advisor), reasonably capable of being financed by a Competing Proposal; such other person and (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill agreement entered into by the applicable party in respect Company's Board of or in contemplation of a Competing Proposal (other than to the extent the GSM Board Directors determines in good faith after consultation with its outside independent legal counselcounsel and financial advisor (taking into account among other things the legal, financial, regulatory and other aspects of the proposal, the person making the proposal, the likelihood of consummation and the time to complete such transaction) that failure such Acquisition Proposal is reasonably likely to take lead to a transaction that is reasonably capable of being completed and that, if consummated, would reasonably be expected to result in a transaction more favorable to the Company's Stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "SUPERIOR PROPOSAL"). The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal and will use its reasonable best efforts to cause any such person (or its agents or advisors) in possession of confidential information about the Company that was furnished by or on behalf of the Company to return or destroy all such information. The Company shall also notify Parent promptly (but in no event later than 24 hours) after receipt of any Acquisition Proposal or any indication of interest in making an Acquisition Proposal after the date hereof, which notice shall include the identity of the person making such Acquisition Proposal or indication and the material terms and conditions of such actions under clause Acquisition Proposal or indication (3) would be inconsistent with its fiduciary duties under applicable Lawincluding any subsequent material amendment or modification to such terms and conditions), or (4) publicly propose to do any . The Company shall keep Parent promptly informed in all material respects of the foregoingstatus and details of any such Acquisition Proposal.

No Solicitation of Transactions. (a) GSM shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect Notwithstanding anything to a Competing Proposal. From the date hereof until contrary contained in this Agreement but subject to Section 7.3(e) and Section 7.3(f), during the earlier of the Effective Time or period beginning on the date of termination of this Agreement in accordance with Article 9and continuing until 11:59 p.m. (New York City time) on September 5, GSM shall not2019 (the “Go Shop Period End Time”), SIR, the SIR Subsidiaries and their respective Representatives may and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not have the right to, directly or indirectly, : (i) initiate, solicit, initiate encourage or knowingly encourage (including by way of furnishing non-public information) facilitate any inquiries or take any other action intended to facilitate the making of any proposal which proposal, offer or other action that constitutes, or would may reasonably be expected to lead to, any Competing Acquisition Proposal, including by way of (A) contacting third parties, (B) broadly disseminating public disclosure or (iiC) engage in any discussions providing access to the properties, offices, assets, books, records and personnel of SIR and the SIR Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or negotiations or cooperate in any way with any Person with respect to any inquiries regarding, or the making of, a Competing Proposalmore Acceptable Confidentiality Agreements; provided, however, that SIR shall prior to, or concurrently with the time such access or non-public information is provided, provide such access and make available such non-public information to STAR; (xii) GSM may ascertain facts enter into, continue or otherwise participate in any discussions or negotiations with any Person relating to, or in furtherance of such inquiries, proposals, offers or other actions or to obtain, an Acquisition Proposal; (iii) release any Person from, or refrain from the Person making enforcing, any Competing Proposal for the sole purpose standstill agreement or similar obligation to SIR or any of the GSM Board informing itself about the terms of such Competing Proposal and the Person that made it SIR Subsidiaries; and (yiv) ifdisclose to the stockholders of SIR any information required to be disclosed under applicable Law; provided, prior however, that in the case of this clause (iv), to obtaining the GSM Shareholder Approval and following extent the receipt of a Competing Proposal that is disclosure addresses the Merger or would reasonably be expected to lead to a Superior an Acquisition Proposal, the GSM disclosure shall be deemed to be an Adverse Recommendation Change if the disclosure has the effect of withdrawing or adversely modifying, or is not accompanied by an express public affirmation of the SIR Board determines Recommendation. For purposes of this Agreement, the term “Go Shop Bidder” shall mean any Person (including its controlled Affiliates and Representatives) that submits a written proposal or offer regarding an Acquisition Proposal prior to the Go Shop Period End Time that has not been withdrawn and that the SIR Special Committee determines, in good faith, after consultation with its financial advisors and outside legal counsel, prior to the Go Shop Period End Time (or in the case of any Acquisition Proposal received less than five (5) Business Days before the date of the Go Shop Period End Time, not later than five (5) Business Days after the receipt of such Acquisition Proposal), has resulted in, or would be reasonably expected to result in, a Superior Proposal (as defined below) (such Person, a “Go Shop Bidder”); provided, that a failure Go Shop Bidder shall cease to take action be a Go Shop Bidder if (1) the negotiations between SIR and such Go Shop Bidder with respect to the Acquisition Proposal that resulted in such Competing ProposalGo Shop Bidder becoming a Go Shop Bidder shall have been terminated, as applicable, would be inconsistent with its fiduciary duties under applicable Law, GSM may, in response to such Competing Proposal, and subject to compliance with Section 7.4(c), (A) furnish information with respect to GSM to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement (provided that all such information has previously been provided to FA or is provided to FA prior to or substantially concurrent with the time it is provided to such Person), and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 7.4, GSM shall not, and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 9, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal (an “Alternative Acquisition Agreement”); (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated Acquisition Proposal submitted by a Competing Proposal; (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than such Go Shop Bidder prior to the extent Go Shop Period End Time is withdrawn, terminated or modified in a manner such that, in the GSM Board determines in SIR Special Committee’s good faith determination, after consultation with its financial advisors and outside legal counsel, that failure the Acquisition Proposal as modified no longer constitutes, or would no longer reasonably be expected to take any of such actions under clause lead to, a Superior Proposal, or (3) would such Go Shop Bidder otherwise ceases to be inconsistent with its fiduciary duties under applicable Lawactively pursuing efforts to acquire SIR or the SIR Operating Partnership. No later than forty-eight (48) hours after the Go Shop Period End Time (or after a bidder is determined to be a Go Shop Bidder if such determination occurs after the Go Shop Period End Time), or SIR shall notify STAR in writing (4I) publicly propose to do if any Go Shop Bidders remain at such time, (II) of the foregoing.identity of such Go Shop Bidder(s) and (III) the material terms and conditions of the most recent Acquisition Proposal received from such Go Shop Bidder(s) (and shall include with such notice (x) copies of any written Acquisition Proposal, including any proposed transaction agreement and any related transaction documents and financing commitments, if any and (y) a written summary of the material terms of any related Acquisition Proposal not made in writing (including any material terms proposed orally or supplementally)), and thereafter shall promptly (and in any event no later than forty-eight (48) hours after the occurrence of such developments, discussions or negotiations or receipt of

No Solicitation of Transactions. (a) GSM shall immediately cease Neither the Company nor any discussions or negotiations with any parties that may be ongoing with respect to a Competing Proposal. From the date hereof until the earlier of the Effective Time or the date of termination of this Agreement in accordance with Article 9, GSM shall not, and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not toSubsidiary shall, directly or indirectly, through any officer, director, agent or otherwise, (i) solicit, initiate or knowingly encourage the submission of, any Acquisition Proposal, including a Superior Proposal or (including by ii) participate in any discussions or negotiations regarding, or furnish to any person, any information with respect to, or otherwise cooperate in any way of furnishing non-public information) with respect to, or assist or participate in, or facilitate, any Acquisition Proposal, except that the Company may take any other action intended referred to facilitate in this clause (ii) if (A) the making Board determines in good faith after having received advice from outside legal counsel that such action is required by the fiduciary duties of any proposal which the Board under applicable law, (B) the Board determines in good faith that the Acquisition Proposal constitutes, or would may reasonably be expected to lead to, any Competing a Superior Proposal, or and (iiC) engage after giving prior written notice to Parent and Purchaser and entering into a customary confidentiality agreement on terms no less favorable to the Company than those contained in any discussions or negotiations or cooperate in any way with any Person with respect to any inquiries regarding, or the making ofConfidentiality Agreement. For purposes of this Agreement, a Competing Proposal; provided"SUPERIOR PROPOSAL" means any bona fide written proposal, howevernot solicited, that initiated or encouraged in violation of this Section 7.05, made by a third person to acquire, directly or indirectly, for consideration consisting of cash and/or securities, all of the equity securities of the Company entitled to vote generally in the election of directors or all or substantially all of the assets of the Company, if and only if, the Board reasonably determines (after consultation with its financial advisor and outside counsel) (x) GSM may ascertain facts that the proposed transaction would be more favorable from a financial point of view to its shareholders than the Person making Offer and the Merger and the Transactions taking into account at the time of determination any Competing Proposal for the sole purpose of the GSM Board informing itself about changes to the terms of such Competing Proposal and the Person this Agreement that made it as of that time had been proposed by Parent, and (y) ifthat the person or entity making such Superior Proposal is capable of consummating such Acquisition Proposal (based upon, prior to obtaining the GSM Shareholder Approval and following the receipt of a Competing Proposal that is or would reasonably be expected to lead to a Superior Proposalamong other things, the GSM Board determines in good faithavailability of financing and the degree of certainty of obtaining financing, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would be inconsistent with its fiduciary duties under applicable Law, GSM may, in response to such Competing Proposal, the expectation of obtaining required regulatory approvals and subject to compliance with Section 7.4(c), (A) furnish information with respect to GSM to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement (provided that all such information has previously been provided to FA or is provided to FA prior to or substantially concurrent with the time it is provided to such Person), identity and (B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section 7.4, GSM shall not, and shall cause its Subsidiaries not to, and shall instruct and use its commercially reasonable efforts to cause its Representatives not to, from and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article 9, directly or indirectly (1) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar definitive agreement (other than an Acceptable Confidentiality Agreement) with respect to any Competing Proposal (an “Alternative Acquisition Agreement”); (2) take any action to make the provisions of any takeover statute inapplicable to any transactions contemplated by a Competing Proposal; (3) terminate, amend, release, modify or knowingly fail to enforce any provision of, or grant any permission, waiver or request under, any standstill agreement entered into by the applicable party in respect of or in contemplation of a Competing Proposal (other than to the extent the GSM Board determines in good faith after consultation with its outside legal counsel, that failure to take any background of such actions under clause (3) would be inconsistent with its fiduciary duties under applicable Lawperson), or (4) publicly propose to do any of the foregoing.